Natalie M. Derse
About Natalie M. Derse
Chief Financial Officer of Gen Digital since July 2020; age 48. Career finance leader with prior roles at eBay (global product/platform/payments CFO; Americas CFO; Chief Audit Executive), Stanley Black & Decker, and 10+ years at GE; B.S. in Finance from the University of Dayton . Company performance context: FY25 net revenue grew 4% to $3,935M with non-GAAP operating margin 58.4% . Over the SEC “pay vs performance” measurement window, Gen’s TSR implies a $100 investment in 2021 would be $161 by FY25 (vs peer index $310) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| eBay, Inc. | VP & CFO, Global Product, Platform, Payments, Risk & Trust; prior: VP Finance; Chief Audit Executive; VP & CFO Americas; VP, Americas Business Operations & GM Rest of Americas; Sr. Director, Global FP&A | Jul 2011 – Jul 2020 | Led finance across platform, payments, risk/trust and Americas; audit leadership and FP&A for scaled marketplace operations |
| Stanley Black & Decker | Various finance roles | Feb 2008 – Jul 2011 | Drove finance support for operating businesses at a global tools manufacturer |
| General Electric | Numerous finance roles | 10+ years (pre‑2008) | Broad financial management training and leadership across GE businesses |
External Roles
- No public company directorships or external board roles disclosed for Ms. Derse .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Salary ($) | 495,192 | 540,385 | 586,538 | 600,000 |
| All Other Compensation ($) | 8,678 | 6,981 | 6,404 | 6,000 |
Notes: FY25 base salary set at $600,000; no FY25 base increases vs FY24 . Financial planning benefit available up to $10,000; Ms. Derse reported $6,000 total other comp in FY25 (401k) .
Performance Compensation
| Component | Metric/Weighting | Target | Actual/Outcome | Payout/Value | Vesting |
|---|---|---|---|---|---|
| FY25 EAIP (cash) | Bookings growth 100%; non-GAAP op income gate; Responsible Business modifier ±10% | Target bonus 100% of salary ($600,000) | Bookings 101.1% funded 138%; +7% Responsible Business modifier approved | $870,000 paid for FY25 | N/A (annual) |
| FY25 PRUs (50%) | 3-year relative TSR vs Nasdaq Composite | Target shares 71,124 | In-progress (FY25–FY27) | Grant-date FV $2,945,245 | Cliff at end of FY27 |
| FY25 PRUs (50%) | Avg bookings growth + avg non-GAAP op margin >50% (sum) | Target shares 71,124 | In-progress (FY25–FY27) | Grant-date FV $1,668,569 | Cliff at end of FY27 |
| FY25 RSUs | Time-based | 94,832 units | In-progress | Grant-date FV $2,224,759 | 33%/33%/34% on May 1, 2025/2026/2027 |
| FY23 PRUs (legacy) | 50% rTSR; 50% Bkg+Op Margin >50% | Target 73,862 shares | rTSR 175%; Bkg+Margin 200%; total 188% | 138,491 shares earned | Certified after FY25 |
Program design highlights:
- FY25 EAIP shifted weighting to 100% bookings (op income remains a gate) after shareholder engagement to sharpen growth focus; capped at 200% .
- Long-term mix: 60% PRUs, 40% RSUs for all NEOs; PRUs link to 3-year rTSR and multi-year growth+margin .
Multi‑Year Reported Compensation (Summary Compensation Table)
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Stock Awards ($) | 11,197,900 | 3,647,297 | 4,697,160 | 6,838,573 |
| Non‑Equity Incentive ($) | 420,000 | 372,680 | 510,000 | 870,000 |
| Total ($) | 12,121,770 | 4,567,343 | 5,800,102 | 8,314,573 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 269,347 shares (as of July 14, 2025) out of 615,676,153 outstanding (≈0.04%) . |
| Unvested RSUs (as of 3/28/25) | 94,832 (FY25 grant; vests 33%/33%/34% on May 1, 2025/26/27) . Plus 61,198 (FY24 grant; vests through May 1, 2026) and 16,741 (FY23 grant; vests through May 1, 2025) . |
| PRUs outstanding (as of 3/28/25) | FY25 PRUs: 142,248 shown for TSR leg under SEC rules (tracking above target as of FY25); 71,124 for growth+margin leg (tracking at target) . FY24 PRUs: 137,010 TSR leg (tracking above target) and 68,505 growth+margin leg (tracking at target); VCP I (FY22–FY26) 104,626 shown (tracking below threshold) . |
| Ownership guidelines | CFO must hold ≥3x base salary; 5-year compliance window; during transition must retain at least 50% of net shares; as of 6/15/2025, all continuing NEOs have reached requirements or have time to do so . |
| Hedging/pledging | Prohibited for all insiders; no margin accounts, no pledging; 10b5‑1 plans encouraged; pre‑clearance required; quarterly trading windows defined (open 2nd business day post‑earnings, close on 10th day of 3rd month of quarter) . |
Vesting and potential selling pressure:
- Time-based RSUs vest annually each May 1 (through 2027) .
- PRUs from FY24 cliff‑vest after FY26; FY25 PRUs cliff‑vest after FY27; FY23 PRUs certified at 188% for Ms. Derse (138,491 shares), with settlement in FY26, which may have added supply into the market .
Employment Terms
| Provision | Terms (CFO) |
|---|---|
| Status | At‑will employment; CFO since July 2020 . |
| Severance (non‑CoC) | 1x base salary + pro‑rated target bonus (75% if terminated in 2H of FY and ≥6 months service), 12 months COBRA premiums, and outplacement; must sign release . |
| CoC protection | Double‑trigger: upon CoC followed by termination without cause/constructive termination within 12 months, vest all equity (at target for PRUs or per achievement) and pay 1x base salary + 1x target bonus . |
| Clawback | Dodd‑Frank compliant; also allows recovery for material violations of Code of Conduct/Financial Code of Ethics . Applied to an immaterial (“little r”) correction; no recovery required . |
| Caps/Governance | No excise tax gross‑ups; minimum 1‑year vesting on stock awards; shareholder approval policy for severance >2.99x salary+target bonus . |
Estimated CFO payout values (as of 3/28/25):
- Non‑CoC termination: $1,050,000 severance; outplacement $23,016 .
- CoC termination: $1,200,000 cash; RSU acceleration $4,566,338; PRU acceleration $14,863,466 .
- Death/Disability or awards not assumed in a corporate transaction: RSUs $4,566,338; PRUs $14,863,466 vest at target .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: FY25 showed higher stock award grant-date value vs FY24 (from $4.70M to $6.84M), and higher annual incentive payout ($870k vs $510k), consistent with stronger funding under bookings metric and rising LTI emphasis .
- Shift in incentive metrics: EAIP moved from 50%/50% (Bookings/Non‑GAAP OI) to 100% Bookings with OI as a gate, after investor outreach—tightens growth focus; modifier tied to responsible business goals (+7% for FY25) .
- PRU design unchanged: 50% rTSR vs Nasdaq Composite and 50% bookings+margin, aligning with long‑term value creation; FY23 PRUs certified at 188% (strong achievement) .
- Governance: No repricing, no SERP or tax gross-ups; robust clawback; stock ownership requirements; hedging/pledging banned—shareholder‑friendly posture .
Say‑on‑Pay & Shareholder Feedback
- FY24 say‑on‑pay support ≈95% of votes cast; FY25 EAIP changes (100% bookings) followed investor engagement to prioritize profitable growth .
Expertise & Qualifications
- Core credentials: global finance leadership in technology marketplaces (eBay), industrials (SBD, GE); deep FP&A, audit, and regional CFO experience; B.S. Finance, University of Dayton .
Investment Implications
- Pay-for-performance alignment: Cash bonuses and majority of LTI are performance-linked; FY25 EAIP funded at 138% with a +7% modifier reflecting both financial and responsible business execution . Multi‑year PRU metrics (rTSR and bookings+margin) incentivize balanced growth and profitability .
- Near-term flow dynamics: Annual RSU vesting each May 1 and PRU cliff vesting in FY26 and FY27 (with FY24 TSR PRUs currently tracking above target per SEC presentation) could contribute to episodic insider supply; company policy encourages 10b5‑1 plans and restricts windows, moderating impact .
- Retention risk: Significant unvested equity, double‑trigger CoC acceleration, and moderate cash severance (1x salary+target) support retention without excessive parachute risk .
- Alignment/controls: Strong ownership guidelines (3x salary for CFO), anti‑hedging/pledging, and an expanded clawback reduce misalignment and misconduct risk; robust say‑on‑pay support indicates investor approval of design .
Overall, Ms. Derse’s incentives are tightly linked to bookings growth, profitability, and relative TSR, with clear vesting schedules and shareholder‑friendly guardrails (no hedging/pledging, no gross‑ups, capped severance), supporting confidence in alignment and manageable retention/trading-signal risks under the current program .