Pavel Baudis
About Pavel Baudis
Pavel Baudis (age 65) is an independent director of Gen Digital (GEN) since 2022. He co-founded Avast and wrote the original antivirus software in 1988; prior to Avast he was a graphics specialist at the Czech Computer Research Institute (VUMS). He holds an MS in Information Technology from the Prague School of Chemical Engineering. The Board cites his extensive technical, cybersecurity, and leadership experience as core qualifications for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avast plc / AVAST Software a.s. | Co-founder; Director of AVAST Software a.s. | Co-founded; Director from 2006–2014 | Originated core antivirus program; deep cybersecurity and enterprise software expertise |
| Czech Computer Research Institute (VUMS) | Graphics Specialist | Pre-1988 | Technical foundation in computing/graphics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starship Enterprises, a.s. (Czech joint stock company) | Board member | Current | Starship leases Gen’s Prague HQ; Baudis holds 36% ownership; Board determined ordinary-course, arm’s-length terms (see Related Party section) |
Board Governance
- Independence: Board affirmatively determined Baudis is independent, considering his Starship role/ownership; found the lease to be ordinary course at comparable market terms, with no direct involvement by him .
- Committee assignments: None listed (no Audit, Compensation and Leadership Development, or Nominating and Governance membership for Baudis) .
- Attendance: In FY25, the Board held 12 meetings and all current directors attended at least 75% of Board/committee meetings of their service; committee meetings: Audit 11, Compensation 5, Nominating 4 .
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Cash retainer (standard) | $50,000 | Annual cash fee for non-employee directors |
| Cash fees actually earned (Baudis) | $55,010 | Paid in quarterly installments; reflects retainer plus any applicable meeting/committee elements (no committee membership disclosed for Baudis) |
| Committee membership/Chair fees | N/A for Baudis | Audit membership $15,000; Compensation membership $10,000; Nominating membership $7,500; Chair fees range $10,000–$15,000, but Baudis is not shown as a member/chair |
Change-in-control: Unvested director RSUs and unearned cash fees accelerate in full upon a change in control under the non-employee director policy .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (Baudis) | Sep 10, 2024 | 10,038 RSUs; $259,984 grant-date fair value ($25.90/share) | 100% at next Annual Meeting (earlier of 1-year or next annual meeting) | Standard annual award for non-employee directors |
| RSUs outstanding (as of Mar 28, 2025) | — | 10,038 RSUs | Unvested until Annual Meeting | — |
- Performance metrics: Gen does not use performance-based equity or perquisites for directors; equity is full-value RSUs with time-based vesting; compensation mix emphasizes equity .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlock/Exposure |
|---|---|---|---|
| None | — | — | Proxy shows Baudis has zero other U.S.-listed public boards |
| Starship Enterprises, a.s. | Private | Director | Counterparty to Gen’s Prague HQ lease; see Related Party Transactions |
Expertise & Qualifications
- Cybersecurity founder/operator (Avast), enterprise software sales and global go-to-market; technical and leadership credentials cited by the Board .
- Education: MS in Information Technology (Prague School of Chemical Engineering) .
Equity Ownership
| Holder/Instrument | Shares | % Outstanding | Detail |
|---|---|---|---|
| Total beneficial ownership (Baudis) | 49,843,940 | 8.1% | Includes 10,038 RSUs vesting Sep 10, 2025; 49,816,185 shares via PaBa Software s.r.o., of which Baudis is sole owner with full voting/dispositive power |
| RSUs (settlement due) | 10,038 | <1% | Annual director RSUs |
Stock ownership guidelines (directors): 10x annual cash retainer minimum; five years to comply; as of June 15, 2025 all directors either met requirements or had remaining time . Insider policies prohibit hedging and pledging; holding Gen securities in margin accounts is prohibited .
Related Party Transactions (Conflict Assessment)
| Transaction | Counterparty | Terms/Amounts | Governance Determination |
|---|---|---|---|
| Prague HQ lease | Starship Enterprises, a.s. (Baudis 36% owner; Baudis is a Starship director) | FY25 payments ≈ $4.6M rent/CAM; lease extended through Feb 28, 2030; expected ≈ $4.0M per fiscal year going forward as certain floors not renewed | Board reviewed independence specifically for Baudis; determined lease is ordinary course, on comparable market terms; Baudis has no direct involvement in Gen-Starship relationship |
- Red flag potential: Related-party lease with a director’s 36% interest is a monitoring point; mitigants include independence determination, disclosed terms, and absence of direct involvement. Continue to monitor for any changes in terms or oversight .
Director Compensation Summary (FY25)
| Metric | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Baudis) | $55,010 | Quarterly installments |
| Stock Awards (Baudis) | $259,984 | 10,038 RSUs at $25.90/share |
| Total (Baudis) | $314,994 | Equity-heavy mix |
Governance Assessment
- Independence and alignment: Large beneficial ownership (8.1%) creates strong alignment; Board reaffirmed independence despite Starship linkage and found lease terms market-comparable; hedging/pledging prohibited and robust ownership guidelines further align interests .
- Committee engagement: No current committee roles; this limits direct oversight exposure but also reduces potential committee-related conflicts; attendance threshold met (≥75%) per proxy .
- Compensation structure signals: Director pay emphasizes equity via time-based RSUs; no performance-based awards or perquisites; change-in-control acceleration exists, which is common but should be noted in control scenarios .
- RED FLAGS to monitor:
- Related-party lease (Starship): ensure continued arm’s-length terms and independent oversight; track annual spend and any amendments .
- Concentrated ownership via PaBa Software s.r.o.: governance remains robust, but influence risks should be assessed alongside board independence processes .