Eric K. Brandt
About Eric K. Brandt
Eric K. Brandt (age 63) has served as an independent director of Gen Digital Inc. since 2020 and is Chair of the Audit Committee and a member of the Nominating & Governance Committee. He is a former CFO of Broadcom (2007–2016), CEO/President of Avanir Pharmaceuticals (2005–2007), and CFO/EVP at Allergan (1999–2005), with earlier consulting experience at BCG. He currently sits on the boards of Option Care Health, LAM Research, and Nutanix, and is affirmatively determined independent by the GEN board . Education: MBA, Harvard Business School; BS, Chemical Engineering, MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Inc. | SVP/CFO; EVP/CFO | 2007–2016 | Led finance during significant industry cycles and M&A |
| Avanir Pharmaceuticals, Inc. | CEO & President; Director | 2005–2007 | Operating leadership and board role |
| Allergan, Inc. | EVP Finance & Technical Operations; CFO | 1999–2005 | Built broad finance and operations skillset |
| The Boston Consulting Group | Vice President & Partner | ~10 years pre-1999 | Strategy and transformation expertise |
| Education | MBA (Harvard); BS ChemE (MIT) | — | Technical and financial training |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Option Care Health, Inc. | Director | Current | Healthcare services; no clear GEN conflict |
| LAM Research Corporation | Director | Current | Semicap equipment; financial and tech governance |
| Nutanix Inc. | Director | Current | Cloud computing; tech oversight |
| Altaba Inc. (fmr. Yahoo!) | Director | Former | Company in liquidation; historical role |
| Dentsply Sirona Inc. | Director/Chair (historical) | Former | Dental products; governance experience |
| The Macerich Company | Director | Former | REIT; public board experience |
Board Governance
- Independence: GEN board affirmed Brandt as independent; all standing committees comprised entirely of independent directors .
- Committees and roles:
- Audit Committee: Chair; “audit committee financial expert”; 11 meetings in FY25 .
- Nominating & Governance Committee: Member; 4 meetings in FY25 .
- Attendance: In FY25, no current directors attended fewer than 75% of aggregate Board and committee meetings on which they served .
- Overboarding: GEN guideline limits service to ≤5 public boards (≤2 if a sitting public-company executive). Brandt serves on GEN plus three other U.S. public boards (4 total), within policy .
- Majority voting & resignation policy: Directors must tender resignation if not elected by majority of votes cast; board acts within 90 days .
Annual Meeting Voting Support (signal of investor confidence)
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 AGM (Sept 10, 2024) | Eric K. Brandt election | 470,825,699 | 3,825,328 | 305,044 | 28,764,640 |
| 2025 AGM (Sept 9, 2025) | Eric K. Brandt election | 416,460,306 | 46,396,345 | 289,683 | 28,184,190 |
Fixed Compensation
| Component (FY25) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | $15,000 | Paid in addition to membership fee |
| Audit Committee membership fee | $15,000 | Membership retainer |
| Total cash fees earned | $80,010 | Paid quarterly; Brandt’s FY25 cash earned |
| Annual equity grant (RSUs) | $259,984 | 10,038 RSUs at $25.90 grant-date fair value, granted Sept 10, 2024; vests 100% at next AGM/1st anniversary |
| Change-in-control treatment | — | Unvested director RSUs and unearned cash fees accelerate in full |
| Annual director equity limit | — | Non-employee director total comp capped at $900,000 per fiscal year |
Performance Compensation
| Program | Metric(s) | Design | FY25 Application |
|---|---|---|---|
| Director equity | None (time-based RSUs) | Full-value RSUs vest time-based; no performance awards for directors per policy | Annual grant $260,000 FMV RSUs; Brandt had 10,038 RSUs outstanding and unvested as of Mar 28, 2025 |
| Hedging/pledging | Policy prohibition | No short sales, hedging or pledging; margin accounts prohibited | Applies to directors; waivers only for pre-existing arrangements |
GEN explicitly states “No performance-based equity awards or perquisites” for directors .
Other Directorships & Interlocks
| Type | Detail | Potential Interlock/Conflict Assessment |
|---|---|---|
| Current public boards | Option Care Health; LAM Research; Nutanix | Sectors (healthcare, semicap, cloud) do not present disclosed related-party transactions with GEN; independence affirmed |
| Prior boards | Altaba/Yahoo; Dentsply Sirona; Macerich | Historical only; no current conflict disclosed |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Financial expertise (Audit Chair) | SEC-designated “audit committee financial expert” |
| Transformation/M&A | Oversaw business combinations and strategic transformational events (Broadcom, Allergan; CEO Avanir) |
| Technology exposure | Broadcom, Nutanix, LAM board service; innovation sector experience |
| Education | MBA (Harvard); BS Chemical Engineering (MIT) |
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Eric K. Brandt | 69,684 | <1% | Includes 10,038 shares from RSUs vesting within 60 days (Sept 10, 2025) and 59,646 held by The Brandt Family Trust |
| Director ownership guideline | 10× annual cash retainer | — | Directors must hold company stock equal to 10× cash retainer; 5 years to comply; as of June 15, 2025, all directors had either met or had remaining time to do so |
| Hedging/pledging | Prohibited | — | No short sales, hedging or pledging; margin accounts prohibited |
Governance Assessment
- Committee leadership and skills: Brandt chairs the Audit Committee, is designated an SEC “financial expert,” and serves on Nominating & Governance—strong fit for oversight of controls, risk, and governance .
- Attendance and engagement: Board and committees met frequently in FY25 (Board 12; Audit 11; NGC 4) with no director below 75% participation—supports effective oversight cadence .
- Investor support signal: Strong historical director support (2024) and still-solid 2025 “for” votes despite board changes; say‑on‑pay support was ~95% in 2024 and approved again in 2025, indicating broad investor alignment with compensation/governance practices .
- Alignment and safeguards: Robust director stock ownership guideline (10× retainer), majority voting/resignation policy, and strict anti-hedging/anti-pledging—all positive alignment and discipline signals .
- Overboarding risk: At 4 simultaneous U.S. public boards (GEN+3), Brandt is within GEN’s limit (≤5) and not a sitting public-company executive; monitor time demands but policy-compliant .
- RED FLAGS: None disclosed specific to Brandt. No related-party transactions involving Brandt identified; change‑in‑control acceleration of director RSUs exists (common, but some investors view as less optimal); ensure continued high attendance and workload management given multiple board seats .