Emily Heath
About Emily Heath
Emily Heath (age 51) has served as an independent director of Gen Digital (GEN) since 2021. She is a Partner at Cyberstarts (venture capital) and brings deep cybersecurity leadership from prior roles as Chief Trust & Security Officer at DocuSign, CISO at United Airlines, and CISO at AECOM, as well as early-career law-enforcement work in fraud and financial crimes in the UK . Heath currently serves on GEN’s Audit Committee and Compensation & Leadership Development Committee; she was previously Chair of the Technology & Cybersecurity Committee before it was dissolved in June 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DocuSign, Inc. | SVP, Chief Trust & Security Officer | Oct 2019 – Mar 2022 | Led enterprise trust, security and data privacy programs |
| United Airlines, Inc. | Vice President, Chief Information Security Officer | Feb 2017 – Oct 2019 | Enterprise cybersecurity leadership |
| AECOM | Vice President, Chief Information Security Officer | 2013 – 2017 | Corporate CISO; security governance |
| British Police | Detective | Not disclosed | Led investigations into investment fraud, identity theft and money laundering; worked with SFO, FBI, SEC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cyberstarts (VC) | Partner (formerly Board Advisor & Chief Product Marketing Officer) | Partner since Feb 2023; Advisor/CPMO from Aug 2022 | Cybersecurity-focused venture capital |
| LogicGate (private) | Director | Not disclosed | GRC software company |
| Wiz (private) | Director | Not disclosed | Cloud security company |
| Legit Security (private) | Director | Not disclosed | Application security posture management |
| Public-company boards | None | — | No current or prior U.S. public company boards disclosed |
Board Governance
- Independence and tenure: Independent director; director since 2021 .
- Current committee assignments: Audit Committee member; Compensation & Leadership Development Committee member .
- Prior committee leadership: Chair, Technology & Cybersecurity Committee (FY24); committee dissolved June 2025 and oversight reallocated primarily to the Board, Audit, and Nominating & Governance Committees .
- Attendance and engagement: In FY25, Board held 12 meetings, Audit 11, Compensation 5; no current directors attended fewer than 75% of the meetings of the Board and their committees. In FY24, no current directors attended fewer than 95% .
- Independence confirmation: GEN’s Board affirmatively determined Heath is independent under Nasdaq rules .
Fixed Compensation (Director)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash fees earned | $55,002 | $80,010 |
| Equity (RSUs) grant-date fair value | $259,997 | $259,984 |
| Total director compensation | $314,999 | $339,994 |
Notes and structure:
- Standard annual cash retainer: $50,000; committee member retainers: Audit $15,000; Compensation $10,000; Nominating & Governance $7,500; (Tech & Cyber Committee member $5,000 before dissolution). Committee chairs receive additional chair fees (Audit $15,000; Comp $15,000; N&G $12,500; Tech & Cyber $10,000) .
- Annual equity grant to non-employee directors: RSUs of $260,000 fair value, vesting 100% at the next annual meeting or first anniversary, subject to continued service; directors may elect to receive cash retainer in RSUs .
- Change in control: unearned cash fees and unvested RSUs accelerate in full .
- No meeting fees; emphasis on equity in mix; director pay limit $900,000 per fiscal year .
Performance Compensation (Director)
- GEN does not provide performance-based equity awards to non-employee directors; director equity is full-value RSUs with time-based vesting only .
| Performance element | Plan design | FY2024 | FY2025 | |---|---|---:|---:| | Performance-based equity for directors | Not provided | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S. public company boards | None |
| Private company boards | LogicGate; Wiz; Legit Security |
| Interlocks/Conflicts disclosed | None disclosed relating to Heath in “Certain Related Party Transactions” |
Expertise & Qualifications
- Cybersecurity leadership: Former CISO at United Airlines and AECOM; Chief Trust & Security Officer at DocuSign; current VC partner in cybersecurity; oversees cyber risk at board level .
- Risk/compliance and investigations: Former UK police detective specializing in financial crimes; collaboration with SFO, FBI, SEC .
- Board-relevant experience: Served as chair of GEN’s Technology & Cybersecurity Committee (FY24); now contributes on Audit and Compensation committees, aligning expertise with financial reporting/risk and pay oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Emily Heath | 58,380 | <1% | Includes 10,038 RSUs vesting by Sept 10, 2025 |
| Unvested RSUs outstanding (as of Mar 28, 2025) | 10,038 | — | Annual director grant from Sept 10, 2024 |
Alignment policies and compliance:
- Director stock ownership guideline: Minimum holding equal to 10x annual cash retainer; new directors have five years to meet; as of June 15, 2025 all directors either met or had remaining time to comply .
- Hedging/pledging: Prohibited for directors; no pledging or margin accounts; no short sales or derivatives; waivers limited and generally not applicable to directors .
Related-Party Transactions and Conflicts
- No related-party transactions were disclosed for Heath. Disclosed related-party items involved other directors (e.g., Prague lease with entity partially owned by Pavel Baudis; employment of Eric Brandt’s daughter). No Heath-related transactions were identified in the proxy’s “Certain Related Party Transactions” section .
- Insider trading and conflicts framework: Pre-clearance for insiders; quarterly trading windows; encouragement of Rule 10b5‑1 plans; strict code of conduct and clawback policy applicable to executives; board oversight through Audit and Nominating & Governance Committees .
Director Compensation Policy Details (Reference)
| Element | Amount / Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $50,000 |
| Committee member retainers | Audit $15,000; Compensation $10,000; N&G $7,500; Tech & Cyber $5,000 (dissolved June 2025) |
| Committee chair retainers | Audit $15,000; Compensation $15,000; N&G $12,500; Tech & Cyber $10,000 |
| Annual equity | RSUs of $260,000; vest at next annual meeting/1 year |
| Change-in-control | Full acceleration of unearned cash and unvested director RSUs |
| Ownership guideline | 10x cash retainer; 5 years to comply |
| Prohibitions | Hedging/pledging; short-sales; no director perquisites; director pay cap $900,000 |
Governance Assessment
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Strengths for investor confidence:
- Independent director with specialized cyber risk expertise directly relevant to GEN’s business and risk oversight; now on Audit and Compensation after chairing Technology & Cybersecurity in FY24 .
- No disclosed related-party transactions or conflicts; policy prohibitions on hedging/pledging support alignment .
- Ownership alignment via 10x retainer guideline; directors broadly in compliance or within the allowed timeline .
- Engagement: Board/committee workload is high (FY25: Board 12, Audit 11, Comp 5) with no current directors under 75% attendance; FY24 stronger at ≥95% .
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Watch items / potential risks:
- As a Partner at Cyberstarts and director at multiple private cybersecurity firms, continued monitoring is warranted for potential future related-party transactions (e.g., commercial partnerships or investments), though none are disclosed currently .
- Technology & Cybersecurity oversight migrated to Board/Audit/NGC in 2025; ensuring sufficient depth post-committee dissolution is an ongoing governance consideration .
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Broader say-on-pay signal: 95% approval for FY24 executive pay indicates generally supportive shareholder sentiment toward GEN’s compensation governance (context for overall board oversight) .