Nora M. Denzel
About Nora M. Denzel
Independent director at Gen Digital (GEN) since 2019; age 62 as of July 14, 2025. She chairs the Compensation & Leadership Development Committee and brings senior operating experience across software, data, and infrastructure from Intuit, HP Enterprise, IBM, and Legato. She holds an MBA from Santa Clara University, a B.S. in Computer Science from SUNY, and NACD Directorship Certification (NACD.DC). Current public boards: Advanced Micro Devices (AMD) and Sony Group Corporation; prior boards include SUSE S.A., Ericsson, and Talend S.A.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Outerwall Inc. | Interim Chief Executive Officer | Jan–Aug 2015 | Led transition at automated retail provider |
| Intuit Inc. | SVP, Big Data, Social Design & Marketing; SVP & GM, QuickBooks Employee Management | Feb 2008–Aug 2012 | Data-driven product/marketing leadership |
| HP Enterprise (Hewlett-Packard Company) | SVP & GM, Software Global Business Unit; VP, Storage Organization | May 2002–Feb 2006; Aug 2000–May 2002 | Ran global software BU; enterprise storage leadership |
| Legato Systems Inc. | Executive roles | Not disclosed | Enterprise software experience |
| IBM Corporation | Executive roles | Not disclosed | Infrastructure/software operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advanced Micro Devices, Inc. (AMD) | Director | Current | Public company directorship |
| Sony Group Corporation | Director | Current | Public company directorship |
| SUSE S.A. | Director | May 2021–Sept 2023 | Former public company board |
| Telefonaktiebolaget LM Ericsson | Director | Mar 2013–Mar 2023 | Former public company board |
| Talend S.A. | Director | 2017–2021 | Former public company board |
| National Association of Corporate Directors | Non-profit board | Current | NACD service |
Board Governance
- Independence and tenure: The Board affirmatively determined Denzel is independent; director since 2019. Gen’s Board has a majority of independent directors and all standing committees are fully independent. Director overboarding policy limits service to ≤5 public boards (including GEN). Denzel currently serves on 3 (GEN, AMD, Sony), within policy.
- Committee leadership: Chair, Compensation & Leadership Development Committee; current members are Denzel (Chair), Susan P. Barsamian, and Emily Heath; 5 meetings in FY25; all members are Nasdaq-independent and non‑employee directors under Rule 16b‑3.
- Attendance and engagement: FY25 meetings—Board (12), Audit (11), Compensation (5), Nominating & Governance (4), and Technology & Cybersecurity (4, dissolved June 2025). No current director attended fewer than 75% of applicable meetings. Independent directors meet regularly in executive session.
- Board leadership context: Susan P. Barsamian appointed Lead Independent Director on July 18, 2025; Vincent Pilette named Chair of the Board.
- Say‑on‑Pay signal: FY24 say‑on‑pay passed with ~95% support, indicating strong investor backing of the compensation program overseen by the committee.
Fixed Compensation
| Item | FY25 Amount/Terms | Source |
|---|---|---|
| FY25 Fees Earned (Cash) – Nora M. Denzel | $80,010 | |
| FY25 Stock Awards (Grant‑date Fair Value) – Nora M. Denzel | $259,984 | |
| FY25 Total – Nora M. Denzel | $339,994 | |
| FY24 Fees Earned (Cash) – Nora M. Denzel | $80,002 | |
| FY24 Stock Awards (Grant‑date Fair Value) – Nora M. Denzel | $259,997 | |
| FY24 Total – Nora M. Denzel | $339,999 |
Director compensation policy (FY25 annual retainers):
- $50,000 base retainer for all non‑employee directors; Committee chairs: Audit $15,000; Compensation $15,000; Nominating & Governance $12,500; Committee members: Audit $15,000; Compensation $10,000; Nominating & Governance $7,500. Technology & Cybersecurity Committee was dissolved in June 2025.
Performance Compensation
| Award/Metric | Detail | Vesting/Outcome | Source |
|---|---|---|---|
| FY25 Annual Director RSU Grant | 10,038 RSUs (for each non‑employee director) on Sept 10, 2024; grant‑date value $259,984 ($25.90/share) | Vests 100% at the Annual Meeting (Sept 2025) | |
| Director retainer in RSUs (optional) | Directors may elect to take $50,000 cash retainer in RSUs; FY25 example: 1,930 RSUs at $25.90 grant price for those who elected | Vests quarterly with cash retainer schedule | |
| Director program performance link | No performance‑based equity awards or perquisites in director program (full‑value, time‑based RSUs only) | N/A |
Compensation Committee oversight metrics for executives in FY25 (signals of rigor under Denzel’s chairmanship):
| Component | Metric | Result vs Target | Funding/Notes |
|---|---|---|---|
| Executive Annual Incentive Plan (EAIP) | 100% based on FY25 bookings growth (with non‑GAAP operating income as gate) | Bookings growth at 101.1% of target; non‑GAAP operating income gate at 104.0% (met) | Payout funding at 138% plus +7% responsible business modifier applied after metric determination |
| Long‑term PRUs (executives) | 50% 3‑yr TSR vs Nasdaq Composite; 50% avg bookings growth and avg non‑GAAP op margin >50% | FY23‑cycle outcomes: TSR rank 68.7% → 175%; bookings/margin 11.7%/>50% → 200% | Achievement certified post‑FY25 |
Additional governance features overseen by the committee: independent compensation consultant; double‑trigger CoC for executives; capped severance (≤1x base + target bonus; shareholder approval >2.99x); comprehensive clawback; one‑year minimum vesting for employee stock awards.
Other Directorships & Interlocks
| Director | Current Public Boards | Prior 5‑Year Public Boards | Interlocks/Item 404 Notes |
|---|---|---|---|
| Nora M. Denzel | AMD; Sony Group | SUSE (May 2021–Sept 2023); Ericsson (Mar 2013–Mar 2023); Talend (2017–2021) | Compensation Committee interlocks: None; no relationships requiring disclosure under Item 404 for FY25 Compensation Committee members (which included Denzel). |
Expertise & Qualifications
- Technical and operating expertise in enterprise software, big data/analytics, storage, and cybersecurity from HP Enterprise, Intuit, IBM, and Legato.
- Governance credentials: NACD Directorship Certification (NACD.DC); prior and current service on large‑cap global public boards (AMD, Sony, Ericsson).
- Education: MBA (Santa Clara University); B.S. in Computer Science (State University of New York).
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 34,860 | Includes 10,038 shares issuable upon settlement of RSUs vesting on or before Sept 10, 2025 |
| Ownership as % of Outstanding | ~0.0057% | 34,860 owned / 615,676,153 shares outstanding as of July 14, 2025 |
| Unvested/Outstanding RSUs (as of Mar 28, 2025) | 10,038 | FY25 annual grant unvested at fiscal year‑end |
| Stock Ownership Guideline | 10x annual cash retainer | Directors must maintain holdings equal to 10× the $50,000 base retainer; five years to comply; as of June 15, 2025, all directors had met or had time remaining |
| Hedging/Pledging | Prohibited | Policies prohibit short‑sales, hedging, and pledging of company stock by directors |
| CoC Treatment (Directors) | Full acceleration | Unearned cash fees and unvested director RSUs accelerate upon change‑in‑control |
Governance Assessment
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Strengths
- Independent director with deep operating and technology background; chairs a fully independent Compensation Committee with documented rigor (bookings‑based EAIP with gate, responsible business modifier, robust PRU metrics). High 2024 say‑on‑pay support (~95%) signals investor confidence in pay design.
- Strong alignment features: substantial equity in director pay; robust 10× ownership guideline; anti‑hedging/pledging policies; no director perquisites; shareholder‑approved $900k annual cap.
- Engagement and oversight: Board/committee meeting cadence robust; no director <75% attendance; regular independent executive sessions.
-
Potential risks/overboarding
- Multiple public boards (GEN, AMD, Sony) but within Gen’s limit of ≤5 public boards; Board monitors attention/availability; policy requires consideration upon significant role changes.
-
Conflicts/related‑party exposure and RED FLAGS
- No Item 404 related‑person transactions disclosed for Compensation Committee members in FY25; no compensation committee interlocks; director policies prohibit hedging/pledging. No red flags identified tied to Denzel.
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Directional signal
- Committee’s metric choices (bookings growth focus; non‑GAAP operating income gate; TSR‑ and growth/margin‑based PRUs) emphasize growth and profitability with risk controls—indicative of disciplined pay‑for‑performance stewardship under Denzel’s leadership.