Ondrej Vlcek
About Ondrej Vlcek
Ondrej Vlcek (age 48) is a director at Gen Digital Inc. (GEN) and is classified as non‑independent due to his former executive role as President of Gen from September 2022 to June 2024. He previously served as CEO of Avast (July 2019–September 2022), led Avast Consumer, and earlier served as EVP & GM Consumer and CTO; he holds an MS in Mathematics from Czech Technical University in Prague and is a recognized industry speaker (RSA, Web Summit, Black Hat, SXSW). He has been a Gen director since 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gen Digital Inc. | President | Sep 2022 – Jun 13, 2024 | Transitioned from exec to director/consultant; consulting focused on innovation/technology following departure |
| Avast plc | Chief Executive Officer | Jul 2019 – Sep 2022 | Took Avast public (LSE, May 2018); led AI-based cloud security network development |
| Avast plc | President, Consumer; EVP & GM Consumer; CTO | 2014 – 2018 | Drove transformation from PC AV to broader consumer protection, privacy, performance portfolio |
| Avast/earlier | Chief Developer | Early career | Led development of one of the first antivirus programs for Windows |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current U.S. public company boards; none in past five years |
Board Governance
- Independence: Non‑independent (former President); board policy notes all directors other than current CEO/President and former President are independent .
- Committees: None; current committees comprise Audit (Brandt, Heath, Chrystal), Compensation & Leadership Development (Denzel—chair, Barsamian, Heath), Nominating & Governance (Barsamian—chair, Smith, Brandt). Vlcek is not listed on any committee .
- Attendance: FY25—Board held 12 meetings; no current directors attended fewer than 75% of aggregate board and committee meetings during their service period .
- Annual meeting attendance: Gen encourages director attendance; seven directors attended the 2024 annual meeting .
- Stock ownership guidelines for directors: 10x annual cash retainer; five years to comply; as of June 15, 2025, all directors either met the requirement or had remaining time to do so .
Fixed Compensation
- Director compensation status: During transition (FY25), Vlcek did not receive additional non‑employee director compensation; if elected in FY26, he will be eligible under the non‑employee director compensation program .
- Non‑employee director program (for context): Annual cash retainer $50,000; committee chair/member fees (Audit chair $15,000; Compensation chair $15,000; NGC chair $12,500; Audit member $15,000; Compensation member $10,000; NGC member $7,500); annual RSU grant with $260,000 grant‑date value; change‑in‑control acceleration; compensation capped at $900,000 per fiscal year .
Executive pay (FY25 while still an employee before departure):
| Item | FY23 | FY24 | FY25 |
|---|---|---|---|
| Base Salary ($) | 387,196 | 759,121 | 241,025 |
| Target Bonus (%) | 100% | 100% | 100% (pre‑departure) |
| Target Bonus ($) | 297,154 | 628,141 | 738,989 (pre‑departure) |
| Actual Bonus Paid ($) | 297,154 | 628,141 | 0 (ceased eligibility at departure) |
| Stock Awards ($) | 17,507,192 | 7,045,716 | — (no FY25 grants) |
Performance Compensation
Performance framework applicable while an executive (ceased eligibility upon departure):
EAIP metrics and funding:
| Measure | Threshold | Target | Max | FY25 Result | Notes |
|---|---|---|---|---|---|
| Bookings Growth (100% weight) | 95% of plan → 0% payout | 100% → 100% payout | 103% → 200% payout | 101.1% → 138% corporate funding | Non‑GAAP operating income threshold gate; responsible business modifier ±10% (applied +7%) |
PRU metrics and design:
| Metric | Measurement Period | Vesting Conditions | Notes |
|---|---|---|---|
| Relative TSR vs. Nasdaq Composite | FY25–FY27 | 50% of PRUs vest at end of FY27 based on rTSR | Vlcek received no FY25 PRU grant; all unvested PRUs forfeited Jun 13, 2024 |
| Avg Bookings Growth + Avg Non‑GAAP Op Margin >50% | FY25–FY27 | 50% of PRUs vest at end of FY27 based on multi‑year performance | See above forfeiture |
FY23 PRU outcomes (company‑wide, for context):
| Component | Performance | Payout |
|---|---|---|
| 3‑yr rTSR vs. Nasdaq | 68.7% rank | 175% |
| 2‑yr Bookings Growth + Avg Non‑GAAP Op Margin >50% | 11.7% | 200% |
| Total Achievement | — | 188% |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlaps/Interlocks |
|---|---|---|---|
| — | — | — | No U.S. public boards; no disclosed interlocks |
Expertise & Qualifications
- Deep consumer cyber safety, AI/ML‑enabled cloud security domain expertise from Avast; led large‑scale product portfolio transformation and public listing execution .
- International operating experience and leadership through major strategic transformations (Avast merger; consumer platform build‑out) .
- Technical credential (MS Mathematics) with product/security orientation; recognized speaker at top industry conferences .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ondrej Vlcek | 4,217,890 | <1% (out of 615,676,153 shares) | Includes 302,000 shares held by Vlcek Family Foundation with voting/dispositive power by Vlcek |
Outstanding/unvested awards (as of Mar 28, 2025):
| Grant Date | Instrument | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 05/10/2023 | RSU | 45,213 | 1,194,980 |
| 11/10/2022 | RSU | 139,808 | 3,695,125 |
- Hedging/Pledging: Company policies prohibit short sales, hedging, and pledging; pre‑clearance and blackout procedures apply to insiders .
- Director ownership guideline: 10x annual retainer; compliance monitored by NGC; all directors either compliant or within grace period as of June 15, 2025 .
Employment & Contracts
- Transition Agreement (June 13, 2024): Provides consulting services on innovation/technology and continues as director; existing time‑based RSUs (excluding Holding RSUs) continued vesting until June 13, 2025; all unvested PRUs and other unvested tranches forfeited at departure; Holding RSUs continue to vest contingent on maintaining a three‑year holding requirement for Avast consideration shares and continuing as director/consultant (not rescinding the agreement) .
Change‑in‑control/severance framework (company plans; executive‑level context):
- Executive Retention Plan: Double‑trigger equity acceleration (PRUs at target/to extent of achievement) and cash severance of 1x base salary + target bonus within 12 months post‑CIC if terminated without cause/constructive termination .
- Executive Severance Plan: 1x base salary; COBRA premiums for duration of severance pay (12 months); outplacement; plus 75% of prorated EAIP target in certain timing cases .
- Death/Disability: RSUs/PRUs accelerate (PRUs at target) .
Vlcek specific vesting value scenarios:
| Scenario | RSU Vesting Value ($) |
|---|---|
| Transition Agreement Vesting | 4,531,164 (value at $24.49 on Jun 13, 2024) |
| Death/Disability | 4,890,105 (value at $26.43 on Mar 28, 2025) |
| Awards not assumed in corporate transaction | 4,890,105 (value at $26.43 on Mar 28, 2025) |
Director Compensation
| Component | Amount/Structure |
|---|---|
| Annual Cash Retainer | $50,000 per non‑employee director |
| Committee Chair Fees | Audit $15,000; Compensation $15,000; NGC $12,500 |
| Committee Member Fees | Audit $15,000; Compensation $10,000; NGC $7,500 |
| Equity | Annual RSU grant $260,000 (vests at next annual meeting/1‑year) |
| Change‑in‑Control | Accelerates unvested director RSUs and unearned cash fees |
| Ownership Guideline | 10x annual cash retainer; five‑year compliance window |
| FY25 Status (Vlcek) | No director pay during transition; eligible for program if elected in FY26 |
Related Party Transactions & Conflicts
- Consulting arrangement while serving on the Board (Transition Agreement) is a governance sensitivity; Gen classifies Vlcek as non‑independent, and he is not assigned to key board committees comprised solely of independent directors .
- No Vlcek‑specific related‑party transactions disclosed; notable related‑party exposure on the board relates to Baudis/Starship lease (Czech HQ); board determined terms are ordinary course/comparable and Baudis has no direct involvement in the relationship .
- Insider policy strictly prohibits hedging/pledging; directors subject to pre‑clearance and blackout periods .
Say‑on‑Pay & Shareholder Feedback (Context)
- FY24 say‑on‑pay support ~95% of votes cast; ongoing investor outreach influenced EAIP metric focus shift to 100% bookings growth for FY25 with responsible business modifier .
Governance Assessment
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Strengths:
- Significant operating and technical cybersecurity experience; valuable strategic insight from Avast leadership and large‑scale transformation execution .
- Meaningful share ownership and foundation holdings support alignment; subject to anti‑hedging/pledging and robust ownership guidelines .
- Not on core committees; mitigates independence concerns by keeping key oversight within fully independent committees .
-
Risks/RED FLAGS:
- Non‑independent director with concurrent consulting relationship; continued RSU vesting tied to service and a holding requirement could create perceived incentives misaligned with purely independent oversight .
- No committee assignments reduce direct involvement in formal oversight mechanisms; value depends on full‑board contributions rather than structured committee work .
- Dual role history and ongoing relationship can be viewed by some investors as a conflict risk, though policies and structure (independent committees; LID role; majority independent board) provide guardrails .
-
Net view for investor confidence: Vlcek brings deep domain/operating expertise and significant ownership, but his non‑independent status and consulting arrangement warrant monitoring. Comfort is improved by his lack of committee roles and Gen’s independence, ownership, and clawback policies, plus strong say‑on‑pay support and active shareholder engagement .