Vincent Pilette
About Vincent Pilette
Vincent Pilette (age 53) is CEO & President of Gen (formerly NortonLifeLock) and has served as a director since 2019; he became Chair of the Board on July 18, 2025, with Susan Barsamian appointed Lead Independent Director to enhance independent oversight . He led the separation of Symantec’s consumer assets to form NortonLifeLock and the acquisition of Avast that created Gen; prior roles include CFO of Logitech (2013–2019). He holds an M.S. in engineering and business (Université Catholique de Louvain) and an MBA (Kellogg/Northwestern) . Pay-versus-performance disclosures show cumulative Total Shareholder Return (value of a $100 investment) of $161 in FY25 (vs $134 in FY24 and $100 in FY23), net income of $643M in FY25, and net revenue growth of 4% in FY25 (14% in FY24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Logitech International S.A. | Chief Financial Officer | 2013–2019 | Drove finance for a global consumer electronics company; public issuer on Nasdaq and SIX . |
| Symantec/NortonLifeLock/Gen | Chief Executive Officer | 2019–present | Led consumer separation from Symantec, acquisition of Avast, and formation of Gen . |
| Electronics For Imaging | Senior roles (unspecified) | — | Technology operating and management experience (20+ years across tech sector) . |
| Hewlett-Packard (U.S./EMEA) | Senior roles (unspecified) | — | International operating leadership in technology . |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| SonicWall (private) | Director | Current | Private cybersecurity company board service . |
| Public company directorships | — | None | No other public boards currently or in past five years . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Base Salary ($) | 885,577 | 940,385 | 950,000 | 950,000 |
| Target Annual Incentive (% of salary) | 125% | 125% | 125% | 125% |
| All Other Compensation ($) | 13,547 | 8,956 | 16,559 | 6,519 |
Notes:
- FY25 perquisites were minimal (401(k) contributions $6,519) .
- For FY25, there were no base salary increases vs FY24 .
Performance Compensation
Annual Incentive Plan (EAIP) – FY2025
- Design: 100% Bookings growth; non-GAAP operating income as a threshold gate; +/-10% responsible business modifier .
- Results: Bookings achieved 101.1% of plan; gate met at 104% of FY24 non-GAAP operating income; funding 138%; +7% responsible modifier applied across NEOs .
| Executive | Base Salary ($) | Target Bonus (%) | Company Funding (%) | Responsible Modifier (%) | Actual Payout ($) |
|---|---|---|---|---|---|
| Vincent Pilette | 950,000 | 125% | 138% | +7% | 1,721,875 |
Long-Term Equity (Grants in FY2025)
- Grant mix: Majority PRUs; remaining RSUs. PRUs split 50% 3-year relative TSR vs Nasdaq Composite and 50% average bookings growth + average non-GAAP operating margin >50% over FY25–FY27; cliff vesting at end of FY27, subject to service .
- RSUs: Time-based, vest 33%/33%/34% on May 1, 2025/2026/2027 .
| Award Type | Grant Date | Shares/Target (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSU | 05/10/2024 | 275,012 | 6,451,782 | Time-based 33/33/34% on 5/1/25–27 . |
| PRU – TSR | 05/10/2024 | 206,259 target | 8,541,185 | 3-year rTSR vs Nasdaq; cliff at end of FY27 . |
| PRU – Bookings+Margin | 05/10/2024 | 206,259 target | 4,838,836 | Avg bookings growth and avg non-GAAP op margin >50% over FY25–FY27; cliff . |
Historical PRU Payouts:
- FY23 PRUs (granted in FY23) certified at 188% of target based on rTSR 175% and bookings+margin 200% achievements; Pilette earned 478,568 shares vs 255,236 target .
Total Compensation Snapshot
| Year | Salary ($) | Stock Awards ($) | AIP Cash ($) | Total ($) |
|---|---|---|---|---|
| FY2022 | 885,577 | 11,437,131 | 1,181,250 | 13,517,505 |
| FY2023 | 940,385 | 23,336,211 | 1,005,813 | 25,291,365 |
| FY2024 | 950,000 | 13,386,893 | 1,009,375 | 15,362,827 |
| FY2025 | 950,000 | 19,831,803 | 1,721,875 | 22,510,197 |
Equity Ownership & Alignment
Beneficial Ownership (as of July 14, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Vincent Pilette | 2,192,343 | <1% | Includes 103,000 shares (VPJW Revocable Trust) and 517,477 shares (VPJW Exempt Gift Trust) over which he has voting and dispositive power . |
Stock Ownership & Trading Policies:
- CEO ownership guideline: 6x base salary; 5-year compliance period; during the period executives must retain at least 50% of net-settled shares; CEO must retain 100% of net shares acquired from option exercises for 1 year post-exercise; as of June 15, 2025, all continuing NEOs either met guidelines or had time remaining .
- Anti-hedging/anti-pledging: Prohibits short sales, hedging, and pledging/margin accounts; pre-clearance required; 10b5‑1 plans encouraged but not required .
Unvested/Outstanding Awards (FY2025 year-end, using $26.43/share)
| Grant | Unvested RSUs (#) | Market Value ($) | Unvested PRUs (#) | Market Value ($) |
|---|---|---|---|---|
| 05/10/2024 RSU | 275,012 | 7,268,567 | — | — |
| 05/10/2024 PRU – rTSR | — | — | 412,518 (SEC requires showing 200% of target while trending > target) | 10,902,851 |
| 05/10/2024 PRU – BMG | — | — | 206,259 | 5,451,425 |
| 05/10/2023 RSU | 174,414 | 4,609,762 | — | — |
| 05/10/2023 PRUs (rTSR/BMG) | — | — | 390,478 / 195,239 | 10,320,334 / 5,160,167 |
| 07/08/2022 PRUs | — | — | 212,697 | 5,621,582 |
| 07/08/2022 RSU | 57,853 | 1,529,055 | — | — |
Implications: Significant annual vesting at May 1 each year for RSUs and a large PRU cliff in FY27 could create periodic “sell-to-cover” tax-driven trades during open windows, though pledging is prohibited and 10b5‑1 plans are available under policy .
Employment Terms
Severance & Change-in-Control Structure:
- Executive Retention Plan (double-trigger within 12 months post-CIC): equity vests (PRUs at target or per agreement), and cash severance equals 1x base salary + 1x target AIP; no excise tax gross-ups .
- Executive Severance Plan (without cause, non‑CIC): 1x base salary cash, COBRA premiums for duration of severance pay (12 months), outplacement; if terminated in 2H or post-year-end before payment, additional 75% of prorated target AIP; release required .
- All PRU/RSU awards accelerate on death or disability (PRUs at target), and accelerate if awards are not assumed/substituted in a qualifying corporate transaction .
Scenario Values for Vincent Pilette (as of March 28, 2025; $26.43/share)
| Scenario | Severance Pay ($) | COBRA ($) | Outplacement ($) | RSU Vest ($) | PRU Vest ($) |
|---|---|---|---|---|---|
| Involuntary termination without cause | 1,840,625 | — | 23,016 | — | — |
| CIC + involuntary or good-reason termination (within 12 months) | 2,137,500 | — | — | 13,407,384 | 39,212,209 |
| Death/Disability | — | — | — | 13,407,384 | 39,212,209 |
| Awards not assumed in transaction | — | — | — | 13,407,384 | 39,212,209 |
Other Terms:
- At-will employment; standard benefits; nonqualified deferred compensation plan exists but frozen prior to FY24; up to $10,000 financial planning reimbursement (broad policy) .
- Comprehensive clawback policy adopted Oct 3, 2023, applies to cash/equity and extends to policy violations beyond restatements .
Performance & Track Record
Strategic execution:
- Led separation of Symantec’s consumer assets, created NortonLifeLock and later Gen; directed Avast acquisition; in 2025 the Board notes transformation continued with MoneyLion acquisition (new director appointed post-closing) .
Pay vs Performance (selected data):
| Fiscal Year | CEO Summary Comp Total ($) | CEO Compensation Actually Paid ($) | TSR – $100 Investment | Net Income ($M) | Net Revenue Growth (%) |
|---|---|---|---|---|---|
| 2021 | 13,829,574 | 24,198,283 | 120 | 554 | 11% |
| 2022 | 13,517,505 | 20,734,811 | 154 | 836 | 10% |
| 2023 | 25,291,365 | 5,686,393 | 100 | 1,334 | 19% |
| 2024 | 15,362,827 | 29,300,356 | 134 | 607 | 14% |
| 2025 | 22,510,196 | 33,544,036 | 161 | 643 | 4% |
Short-term operating performance informing incentive payouts:
- FY25 EAIP: bookings at 101.1% of plan; non-GAAP op income threshold met at 104% of FY24 dollars; funding 138% +7% responsible modifier; CEO payout $1.72M .
- Long-term: FY23 PRUs certified at 188% of target, reflecting strong rTSR and bookings/margin achievements .
Board Governance (Pilette as Director/Chair)
- Board service: Director since 2019; named Chair July 18, 2025; not independent; no committee memberships .
- Dual-role implications: Board combined Chair/CEO roles in 2025 given transformation needs; enhanced Lead Independent Director authorities (agenda approval, executive sessions, advisor retention, stockholder liaison) to preserve independent oversight .
- Independence posture: All standing board committees are composed entirely of independent directors; majority of the board is independent .
- Attendance: Company states all current directors attended at least 75% of meetings held .
- Executive sessions of independent directors occur after each regular board meeting; annual CEO performance and compensation review in executive session .
Director Compensation
- Pilette is an inside director (CEO) and not listed with board committee fees/retainers; proxy provides non-employee director pay elsewhere (not applicable to Pilette) .
Compensation Structure Analysis (signals)
- High at-risk mix: ~95% of CEO annual target total direct compensation “at-risk” in FY25; ~60% performance-based (PRUs + EAIP) .
- Shift in AIP focus: FY25 increased weighting to growth (Bookings 100%) and kept profitability as threshold (non-GAAP OI gate), sharpening growth accountability post-Avast synergy harvest .
- No SERP, no tax gross-ups, no repricing; robust clawback; capped severance at <=1x salary+target bonus; double-trigger only for CIC—governance-friendly features .
Risk Indicators & Red Flags
- Pledging/hedging prohibited for executives and directors (reduces misalignment risk) .
- Clawback policy extends beyond restatements to material policy violations (strong enforcement posture) .
- Large PRU cliffs (FY27) can create concentrated equity vesting windows; however, company encourages use of 10b5‑1 plans and requires pre-clearance to manage trading risk .
Compensation Peer Group & Say-on-Pay
- Company uses a peer group and annually reevaluates; conducts extensive stockholder engagement; EAIP metric mix adjusted in response to evolving priorities; specific peer constituents and say-on-pay vote outcomes not disclosed in the cited excerpts .
Equity Vesting & Potential Selling Pressure (Calendar View)
| Instrument | Vesting/Assessment Dates | Amount |
|---|---|---|
| FY25 RSUs | 5/1/2025, 5/1/2026, 5/1/2027 | 275,012 total, vests 33/33/34% . |
| FY25 PRUs (TSR & BMG) | Performance period FY25–FY27; certify end FY27 | 206,259 target each; cliff vest FY27 if earned . |
| FY23 PRUs | Certified following FY25 | Earned at 188% of target; 478,568 shares for CEO released . |
Company policy permits 10b5‑1 plans and mandates pre-clearance, helping reduce ad hoc selling risk; pledging is barred .
Employment & Contractual Protections (Retention/Transition)
- At-will employment; severance and CIC protections sized at 1x salary+target bonus, with double-trigger equity vesting—not excessive, but meaningful retention lever .
- Death/disability and non-assumption acceleration provisions protect value of unvested awards .
Investment Implications
- Alignment: High performance leverage via PRUs tied to multi-year rTSR and bookings+margin encourages durable growth and margin expansion; CEO ownership guidelines and anti-pledging enhance alignment .
- Near-term cash flow/supply overhang: Annual RSU tranches (May 1) and sizable FY27 PRU cliffs may drive episodic insider “sell-to-cover” transactions during open windows, though governance (10b5‑1 usage, pre-clearance) mitigates disorderly selling risk .
- Payout sensitivity: AIP now 100% bookings with profitability gate—missing growth targets would directly compress cash bonuses; PRUs can pay zero if multi-year TSR or bookings/margin hurdles are not met, constraining realizable pay in downside scenarios .
- Governance check on combined Chair/CEO: Enhanced Lead Independent Director powers and fully independent committees mitigate traditional independence concerns from a combined role .
- Downside protection limited: No SERP, no gross-ups, capped severance; clawback expandability adds accountability (positive for investors) .