Sherrese M. Smith
About Sherrese M. Smith
Sherrese M. Smith, age 53, has served as an independent director of Gen Digital Inc. since 2021. She is Global Managing Partner at Paul Hastings LLP, widely recognized for expertise in data privacy, cybersecurity, and media/technology law; prior roles include Chief Counsel to the FCC Chair and VP/General Counsel of Washington Post Digital. She holds a BA from the University of South Carolina and a JD from Northwestern University Pritzker School of Law, and currently serves on the Cable One, Inc. board and academic boards at Northwestern Law and University of Maryland Journalism. The Board has affirmatively determined her independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Communications Commission | Chief Counsel to Chairman Julius Genachowski | 2009–2013 | Senior regulatory counsel; crisis and complex regulatory advisory |
| Washington Post Digital | Vice President and General Counsel; other leadership roles | 2002–2009 | Led legal for digital media; technology and privacy advisory |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Paul Hastings LLP | Global Managing Partner; corporate partner (Media/Tech/Telecom) | 2013–present | Oversees firm growth/strategy; prior Vice-Chair of data privacy & cybersecurity practice |
| Cable One, Inc. | Director | Current | Broadband communications provider; current public company directorship |
| Northwestern University Pritzker School of Law | Board Vice Chair | Current | Academic governance role |
| University of Maryland’s Journalism School | Board Member | Current | Academic governance role |
Board Governance
- Committee assignments: Member, Nominating and Governance Committee (NGC); current NGC members are Barsamian (Chair), Smith, Brandt .
- Independence: Board determined Smith is independent; all standing committees are composed entirely of independent directors .
- Attendance: FY25—Board held 12 meetings; NGC held 4. No current directors attended fewer than 75% of meetings of the Board and committees on which they served .
- Engagement: Directors meet in executive sessions after each regular Board meeting; NGC oversees governance, responsible business, public policy, sustainability, and stock ownership guideline monitoring .
- Overboarding policy: Directors limited to ≤5 public company boards; exceptions require maintaining attention/availability and compliance with conflict policies .
Fixed Compensation
| Component (FY25) | Amount/Detail | Evidence |
|---|---|---|
| Fees Earned or Paid in Cash | $62,507 | |
| Annual Equity Award (Director RSUs) | $259,984 grant date fair value; 10,038 RSUs on 2024-09-10 at $25.90/share; vests 100% at Annual Meeting | |
| Total FY25 Director Compensation | $322,491 | |
| Annual Retainer Election | Elected $50,000 annual retainer in RSUs: 1,930 RSUs on 2024-09-10 at $25.90/share ($49,987); vests in four equal tranches on 12/1/2024, 3/1/2025, 6/1/2025, 9/1/2025 | |
| Committee Membership Fees | NGC membership retainer $7,500 (policy) | |
| Director Compensation Policy Highlights | Mix of cash and equity; full-value RSUs with time-based vesting; no perquisites; robust stock ownership guideline; stockholder-approved annual limit $900,000; change-in-control accelerates unvested RSUs |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-based equity for directors | None | Gen does not grant performance-based equity awards to non-employee directors; director equity is time-based RSUs |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Evidence |
|---|---|---|---|
| Cable One, Inc. | Director | No related-party transactions with Gen disclosed; sector adjacency (broadband) not a direct competitor to Gen’s consumer cyber safety portfolio | |
| Paul Hastings LLP | Global Managing Partner | No related-party transactions involving Paul Hastings disclosed in Gen’s proxy; Gen’s related-party section lists Starship lease and Brandt family employment only |
- Related-person transactions policy: NGC reviews/approves related-person transactions >$120,000; enumerates categories deemed not “related” (e.g., transactions with entities where a director is an employee but not an executive, under specified thresholds) .
- Disclosures: FY25 related-party transactions include Starship lease (Baudis interest) and compensation details for Brandt’s family member; no mention of Smith or Paul Hastings .
Expertise & Qualifications
- Recognized as preeminent attorney in data privacy, cybersecurity, media/technology; frequent crisis advisory to boards/C-suites .
- Cross-jurisdictional regulatory expertise (U.S., EU, Asia) and breach response counseling .
- Governance and public company board experience; academic board leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sherrese M. Smith | 63,364 | <1% | Includes 11,003 RSUs scheduled to vest by 9/1/2025 or 9/10/2025; beneficial ownership computed on 615,676,153 shares outstanding (7/14/2025) |
| Ownership Guideline | Requirement | Compliance Status | Policy Notes |
|---|---|---|---|
| Director Stock Ownership Guideline | Minimum holding equal to 10x annual cash retainer | As of 6/15/2025, all directors either met their requirement or had remaining time to do so | New directors have 5 years to meet; may sell shares to cover taxes; pledging/hedging prohibited |
- Hedging/pledging: Gen prohibits short sales, hedging, and pledging of Gen stock by directors; pre-clearance and 10b5-1 plan usage encouraged for insiders .
Governance Assessment
- Board effectiveness: Smith adds deep regulatory, privacy, and cybersecurity oversight in NGC, aligning with Gen’s responsible business and risk oversight frameworks; committees are fully independent, and attendance thresholds were met, supporting investor confidence in governance rigor .
- Alignment and incentives: Director pay emphasizes equity via full-value RSUs with time-based vesting and strong ownership guidelines (10x retainer), promoting alignment without risky pay structures; no director performance-based equity or option repricings .
- Conflicts/related-party exposure: No disclosed transactions involving Smith or Paul Hastings; NGC’s related-person transactions policy provides structured oversight. Cable One directorship poses minimal conflict given business model differences and lack of disclosed dealings with Gen .
- Shareholder signals: Say-on-pay support for NEO compensation was ~95% in 2024, indicating strong investor endorsement of pay practices and governance, indirectly supportive of the Board’s oversight framework .
RED FLAGS: None observed in proxy disclosures specific to Smith—no related-party transactions, no hedging/pledging, no attendance issues, and no director performance-based equity that could misalign incentives .