John C. Chrystal
About John C. Chrystal
Independent director of Gen Digital since May 2025; age 67. Core credentials include more than 40 years in financial services with deep expertise in risk management and credit; MBA from University of Chicago and B.S. in Agricultural Business from Iowa State University. Currently serves on Gen’s Audit Committee; prior Chairman of MoneyLion’s board through Gen’s acquisition of MoneyLion in April 2025. The Board determined him independent upon appointment and highlights his risk and credit oversight background as additive to Board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bancorp Inc. | Director; Vice Chairman (from Apr 2017) | Jun 2013 – Feb 2022 | Interim CEO of The Bancorp and President of The Bancorp Bank (Dec 2015 – May 2016), providing executive oversight during a transition . |
| Bent Gate Advisors, LLC | Managing Member | Earlier career (dates not specified) | Risk and asset management advisory leadership . |
| DiMaio Ahmad Capital | Chief Risk Officer | Earlier career (dates not specified) | Institutional risk oversight in investment management . |
| Credit Suisse entities | Managing Director | Earlier career (dates not specified) | Oversight of asset management and financial products functions . |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Apollo Asset Backed Credit Company LLC | Public firm | Independent Director | Current | Public firm investing in asset-backed credit; counts as one current U.S. public board in proxy . |
| Regatta Loan Management LLC | Private | Independent Director | Current | SEC-registered investment adviser; governance and credit oversight . |
| Sac City Holdings, Ltd. | Private | Board Member | Current | Private single bank holding company . |
| MoneyLion Inc. | Public | Director (2016–2025); Non-executive Chairman (2021–2025) | 2016 – Apr 2025 | Served through closing of MoneyLion acquisition by Gen in Apr 2025 . |
| Trust for Advised Portfolios | Fund complex | Director | 2010 – 2022 | Long-standing fund board oversight . |
| MCAP Acquisition Corp.; Insurance Acquisition entities (I, II, III) | SPACs | Director | 2019 – 2022 | Multiple SPAC directorships; capital markets governance experience . |
Board Governance
- Committee assignments: Member, Audit Committee; the Audit Committee is chaired by Eric K. Brandt, with Emily Heath and John C. Chrystal as members .
- Independence: Board determined Chrystal is independent under Nasdaq upon appointment; all standing committees are entirely independent; for FY26 he is considered independent .
- Attendance and engagement: FY25 Board held 12 meetings; Audit 11; Compensation 5; Nominating & Governance 4; Technology & Cybersecurity 4 (dissolved June 2025). No current directors attended fewer than 75% of meetings during their service period .
- Governance structure context: On July 17, 2025, the Board combined CEO and Chair roles (Vincent Pilette) and appointed a Lead Independent Director (Sue Barsamian) with enhanced responsibilities to ensure robust independent oversight .
- Director nominal age limit and overboarding: Proxy notes a director age limit of 72 and overboarding limits (≤5 public boards; ≤2 if a sitting public company executive) .
Fixed Compensation
| Component | Amount (USD) | Applicability to Chrystal | Details |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Eligible | Paid quarterly; new directors receive prorated payments; Chrystal to receive prorated portion upon appointment . |
| Audit Committee membership fee | $15,000 | Applicable (member) | Membership retainer in addition to annual retainer . |
| Audit Committee chair fee | $15,000 | Not applicable | Chair receives both chair and membership retainers; Chrystal is not chair . |
| Compensation Committee membership fee | $10,000 | Not disclosed | Only if member; no committee assignment disclosed . |
| Nominating & Governance Committee membership fee | $7,500 | Not disclosed | Only if member; no committee assignment disclosed . |
- Directors may elect the $50,000 retainer in RSUs; paid on the same vesting schedule as cash retainers .
- Lead Independent Director receives $100,000 annually (context; not applicable to Chrystal) .
- No director perquisites; emphasis on equity; hedging and pledging prohibited .
Performance Compensation
| Award | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual director RSU grant | $260,000 | Determined by fair market value at grant date | 100% on earlier of first anniversary or next annual meeting (subject to service) | Prorated for directors appointed between annual meetings; change-in-control accelerates unvested RSUs and unearned cash fees . |
| Chrystal RSUs (FY25/FY26 cycle) | N/A (count disclosed) | 2,901 RSUs | Vest on Sept 10, 2025 | Security ownership footnote indicates 2,901 RSUs vesting on 9/10/2025, reflecting prorated award timing . |
- No performance-based equity (no PSUs) for directors; full-value time-based RSUs only .
Other Directorships & Interlocks
| Relationship | Potential Interlock/Conflict Consideration | Company Position |
|---|---|---|
| Prior Chairman/Director at MoneyLion (acquired by Gen in Apr 2025) | Potential perceived conflict due to prior leadership at target company | Board determined Chrystal independent; 8-K states no arrangements, no family relationships, and no material interest in transactions requiring Item 404(a) disclosure . |
| Current role at Apollo Asset Backed Credit Company LLC | External financial services oversight | Listed as one other current U.S. public board; Board overboarding limits addressed in guidelines . |
Expertise & Qualifications
- Risk management and credit expertise from senior roles (Credit Suisse MD; DiMaio Ahmad Capital CRO; Bent Gate Advisors) .
- Executive leadership experience, including interim CEO/President roles at The Bancorp entities during a critical transition .
- MBA, University of Chicago; B.S., Iowa State University .
- Board believes his background adds valuable risk, credit, and financial services industry insight to Gen .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | RSUs Unvested | Vest Date |
|---|---|---|---|---|
| John C. Chrystal | 2,901 | Less than 1% | 2,901 | Sept 10, 2025 . |
- Director stock ownership guideline: minimum holding equal to 10x total annual cash retainer; new directors have five years to reach compliance; as of June 15, 2025, all directors either met their requirement or had remaining time .
- Hedging and pledging by directors prohibited under Gen policy .
Governance Assessment
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Effectiveness: Audit Committee membership and prior risk oversight roles align with Gen’s need for strong financial and control oversight; Audit Committee operates under a written charter and engages directly with internal and external auditors .
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Independence: Explicit Board determination and committee independence mitigate conflict risk; no related-party transactions disclosed for Chrystal (Item 404(a)) .
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Alignment: Director pay mix emphasizes equity; Chrystal’s prorated RSUs and ownership guideline create long-term alignment; however, current beneficial ownership is modest (2,901 shares) with five years to reach the 10x retainer requirement .
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RED FLAGS and mitigants:
- Change-in-control acceleration of unvested director RSUs is shareholder-sensitive; mitigated by stockholder-approved annual cap on director compensation ($900,000) and independent oversight .
- Potential perceived interlock from prior MoneyLion chair role; mitigated by independence determination and absence of related-party transactions disclosure .
- Overboarding risk controlled via explicit policy limits; Chrystal currently shows one other U.S. public board per proxy .
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Attendance: No current directors fell below 75% attendance during FY25 service periods; Board/committee cadence underscores active oversight culture .