UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a ~~Party~~party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

~~NORTONLIFELOCK INC.~~Gen Digital Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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60 E. Rio Salado Parkway, Suite 1000

Tempe, Arizona 85281

~~NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS~~
~~to be held on:~~
~~September 13, 2022~~
~~9:00 a.m. Pacific Time~~Notice of 2023 Annual Meeting of Stockholders


	Date and Time Tuesday, September 12, 2023 at 9:00 a.m. Pacific Time			Location Meeting live via the internet by visiting www.virtualshareholdermeeting.com/GEN2023			Record Date Only stockholders of record as of the close of business on July 17, 2023 are entitled to notice of, and vote at, the Annual Meeting or any postponement or adjournment thereof.

Dear Stockholder:

You are cordially invited to attend our ~~2022~~2023 Annual Meeting of Stockholders (the Annual Meeting), which will be held at 9:00 a.m. (Pacific Time) on Tuesday, September ~~13, 2022.~~12, 2023. This year’s meeting will again be completely virtual and conducted via live ~~webcast.~~webcast, which will provide stockholders with substantially the same meeting participation rights and opportunities they would have at an in-person meeting. You will be able to attend the Annual Meeting online and submit your questions prior to or during the meeting by visiting www.virtualshareholdermeeting.com/~~NLOK2022~~GEN2023. You will also be able to vote your shares electronically at the Annual Meeting. ~~Hosting~~We believe hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world. In addition, we believe the online format will allow us to communicate ~~more~~ effectively with you via a pre-meeting forum that you can enter by visiting www.virtualshareholdermeeting.com/~~NLOK2022~~GEN2023 and submit questions in advance of the Annual Meeting.

For your convenience, we are also pleased to offer a re-playable webcast of the Annual Meeting at ~~investor.nortonlifelock.com~~investor.gendigital.com. We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement:

To elect the ~~eight~~ten nominees named in the proxy statement to ~~NortonLifeLock’s~~Gen’s Board of Directors;

To ratify the appointment of KPMG LLP as ~~NortonLifeLock’s~~Gen’s independent registered public accounting firm for the ~~2023~~2024 fiscal year;

To hold an advisory vote to approve executive compensation;

To hold an advisory vote on the frequency of advisory votes to approve ~~the amendment of NortonLifeLock’s 2013 Equity Incentive Plan;~~executive compensation;

To consider and vote on a stockholder proposal described in the proxy statement, if properly presented at the Annual Meeting; and

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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We are furnishing proxy materials to our stockholders primarily via the internet to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. On or about ~~August 3, 2022,~~July 31, 2023, we expect to send to our stockholders (other than those who previously requested electronic or paper delivery), a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report, and how to vote through the internet or by telephone.

Only stockholders of record as of the close of business on July ~~18, 2022~~17, 2023 are entitled to notice of, and can vote at, the Annual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote will be available for inspection at our offices for ten days prior to the Annual ~~Meeting, as well as online during the Annual~~ Meeting. If you would like to view this stockholder list, please contact Investor Relations at ~~(650) 527-8000.~~IR@gendigital.com.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or in the proxy card you received in the mail. If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. You may revoke your proxy at any time before it is voted. Please refer to the ~~“2022~~“2023 Annual Meeting of Stockholders Meeting Information” section of the proxy statement for additional information.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Bryan Ko

BRYAN KO

Chief Legal Officer and Secretary

Tempe, Arizona
~~August 3, 2022~~
July 31, 2023

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September ~~13, 2022:~~12, 2023: The proxy statement and ~~NortonLifeLock’s~~Gen’s Form 10-K for the ~~2022~~2023 fiscal year are available at ~~http:~~https://~~investor.nortonlifelock.com/~~ investor.gendigital.com/financials/annual-reports/~~default.aspx~~

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~~PROXY SUMMARY~~Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2023 Annual Meeting of Stockholders Information

~~2022 Annual Meeting of Stockholders Information~~

~~Date and Time:~~
Date and Time: Tuesday, September ~~13, 2022~~ 12, 2023 at 9:00 a.m. Pacific Time
~~Location:~~	Location: Meeting live via the internet by visiting www.virtualshareholdermeeting.com/~~NLOK2022~~GEN2023	Record Date: July 17, 2023


	~~Record Date:~~			~~July 18, 2022~~
	Admission:
	To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/~~NLOK2022~~GEN2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in an account with a brokerage firm, bank or other nominee, then you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote ~~the~~your shares at the Annual Meeting.

Voting Matters

Proposals		Board Recommendation	Page Number for Additional Information
1.	Election of Directors	FOR	25
2.	Ratification of Independent Registered Public Accounting Firm	FOR	37
3.	Advisory Vote to Approve Executive Compensation	FOR	39
4.	Advisory Vote on the Frequency of Advisory Votes to Approve Executive Compensation	1 YEAR	40
5.	Stockholder Proposal on Termination Pay	AGAINST	41

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Proxy Summary

Our Director Nominees

	Age	Director Since	Independent	Diversity	Committee Memberships*				Other Public Boards**
	Age	Director Since	Independent	Diversity	AC	CC	NGC	Tech	Other Public Boards**
Susan P. Barsamian Director	64	2019		WD			C		2
Pavel Baudis Director	63	2022							0
Eric K. Brandt Director	61	2020			C				3
Frank E. Dangeard Managing Partner, Harcourt	65	2007							3
Nora M. Denzel Director	60	2019		W					2
Peter A. Feld Managing Member, Portfolio Manager and Head of Research, Starboard Value LP	44	2018				C			1
Emily Heath Director	49	2021		WD				C	0
Vincent Pilette Chief Executive Officer	51	2019							0
Sherrese M. Smith Managing Partner, Paul Hastings	51	2021		WD					1
Ondrej Vlcek President	45	2022							0

= Member

C = Chair

~~Voting Matters~~

~~Proposals~~Committees: AC = Audit	~~Board~~ ~~Recommendation~~		~~Page Number for~~ ~~Additional~~ ~~Information~~
1. ~~Election of Directors~~	~~FOR~~	23
2. ~~Ratification of Independent Registered Public Accounting Firm~~	~~FOR~~	32
3. ~~Advisory Vote to Approve Executive Compensation~~	~~FOR~~	33
4. ~~Amendment of the 2013 Equity Incentive Plan~~	~~FOR~~	34
5. ~~Stockholder Proposal on Termination Pay~~	~~AGAINST~~	42

~~Our Director Nominees~~

Director
Since
Committee Memberships*
Other
Public
Boards**

Name Age Occupation Independent Diversity AC CC NGC Tech
Susan P. Barsamian 63 2019 Director
W D

2
Eric K. Brandt 60 2020 Director

3
Frank E. Dangeard 64 2007 Managing Partner, Harcourt

2
Nora M. Denzel 59 2019 Director
W

3
Peter A. Feld 43 2018 Managing Member and Head of Research, Starboard Value LP

2
Emily Heath 48 2021 Director
W D

0
Vincent Pilette 50 2019 Chief Executive Officer 0
Sherrese M. Smith 50 2021 Managing Partner, Paul Hastings
W D

1

~~AC = Audit Committee~~

CC = Compensation and Leadership Development ~~Committee~~

NGC = Nominating and Governance ~~Committee~~

Tech = Technology and Cybersecurity ~~Committee~~

W = Woman

D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+)

~~= Member~~

~~= Chair~~

Reflects our Board and committee composition following the Annual Meeting.

Reflects membership on boards of companies publicly traded in the U.S.

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Proxy Summary

Sound Corporate Governance Practices

~~Sound Corporate Governance Practices~~

Separate Independent Chair and CEO

Majority Voting for Directors

Board Committees Consist Entirely of Independent Directors

Director Resignation Policy

All Current Directors Attended at least 75% of Meetings Held

Stockholder Ability to Call Special Meetings (15% threshold)

Independent Directors Meet Regularly in Executive Session

Stockholder Ability to Act by Written Consent

Director Age Limit of 72

Proxy Access Subject to Standard Eligibility Requirements

Annual Board and Committee Self-Evaluations

Robust Cybersecurity Program

Risk Oversight by Full Board and Committees

Comprehensive ESG program and Board oversight of ESG

Annual Election of All Directors

Extensive Stockholder Outreach/Engagement Program

Director Overboarding Limits

No Dual-Class or Multi-Class Stock

~~FY22 Executive Compensation at a Glance~~

~~Fiscal year 2022 (FY22) marked~~FY23 Executive Compensation at a Glance

In connection with our ~~second full year as a stand-alone pure consumer Cyber Safety company, which brought~~merger with ~~it new challenges as well as opportunities. Our~~Avast (Avast Merger), our Compensation and Leadership Development Committee (Compensation Committee) ~~of our Board of Directors (Board) once again~~ approved an executive compensation program that was intended to drive ~~enterprise~~long-term value creation for ~~NortonLifeLock~~our combined company and our stockholders and reward actual performance for both short-term and long-term objectives, with commensurate payouts for extraordinary performance. ~~In addition,~~Specifically, in setting the annual compensation of our ~~FY22~~Chief Executive Officer (CEO) and determining the initial compensation ~~program took~~of our new President, our Board of Directors (Board) approved their inclusion in our pre-existing Value Creation Program (VCP), with 100% of their VCP awards earned based on absolute and relative share price appreciation over the long-term. We also considered the importance of diversity, equity, and inclusion (DEI) as our employee population grew both by number and footprint, and our Compensation Committee incorporated diversity-related metrics for the first time into ~~account~~our annual incentive plan. As described in more detail in the ~~critical retention concerns~~“Compensation Discussion & Analysis” section below, the equity grants made pursuant to the VCP to our CEO and President are earned only to the extent that we ~~faced due~~achieve extraordinary performance, which is represented through aggressive stock price and relative total shareholder return (TSR) goals. As of the date of this proxy statement, none of the equity grants made under the VCP to ~~top 100 leaders being aggressively approached and recruited by other companies in~~our NEOs have vested nor would they have any realizable value at our share price as of the ~~highly competitive talent market in which we compete, which concerns were exacerbated by our increased retention needs stemming from our proposed acquisition~~date of ~~Avast.~~

this proxy statement.

Our Executive Compensation Program Continues to Reflect Best Governance Practices

~~TABLE OF CONTENTS~~

~~Our Executive Compensation Program Continues to Reflect Best Governance Practices~~

Our Compensation Committee designed our ~~FY22~~FY23 compensation program to be consistent with leading corporate governance and executive compensation practices:

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Proxy Summary

What We Do

~~What We Do~~


				At risk pay				The majority of pay for our CEO and other NEOs is at risk and/or performance-based.
				Link to results				Our short-term incentive compensation is linked directly to our financial results and may be modified by ~~individual~~ performance ~~except in the case of our CEO, whose compensation is entirely based on company performance.~~against certain DEI metrics. A significant portion of our long-term incentive compensation is linked directly to multi-year financial results orand relative ~~total shareholder return (TSR).~~TSR.
				Predetermined goals				We reward performance that meets our ~~short~~short- and long-term predetermined goals.
				Capped payouts				We cap payouts under our incentive plans to discourage excessive or inappropriate risk taking by our NEOs.
				Peer group				We have a relevant peer group and reevaluate the peer group annually.
				Ownership guidelines				We have robust stock ownership guidelines for our executive officers and directors.
				Clawback policy				We have a comprehensive “clawback” policy, applicable to all performance-based compensation granted to our executive officers.
				Double-trigger acceleration				We only provide for “double-trigger” change-in-control payments and benefits for our executive officers.
				Capped severance				We do not provide for any potential cash severance payments that exceed more than 1x our executive officers’ base salary and target bonus, and we maintain a policy requiring stockholder approval of any cash severance benefits exceeding 2.99 times the sum of an executive officer’s base salary plus target bonus.
				Independent consultant				Our Compensation Committee retains an independent compensation consultant.
				Say-on-pay				We hold an annual advisory vote on named executive officer compensation.
				Stockholder engagement				We seek feedback on executive compensation through stockholder engagement.
				Minimum vesting				We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions.

What We Don’t Do

~~What We Don’t Do~~


				No performance, no pay				We do not pay performance-based cash or equity awards for unsatisfied performance goals.
				No minimum payouts				Our compensation plans do not have minimum guaranteed payout levels.
				No automatic increases				We do not provide for automatic salary increases or equity award grants in offer letters or employment agreements.
				No short sales, hedging				With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock.
				No golden parachutes				We do not provide “golden parachute” excise tax gross-ups.
				No excessive severance				We do not provide excessive severance payments.
				No SERPs				We do not provide executive pension plans or SERPs.
				No excessive perks				We do not provide excessive perquisites.
				No repricing				We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.
				No unvested dividends				We do not permit the payment of dividend or dividend equivalents on unvested equity awards.

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~~Compensation Components~~

Proxy Summary

Compensation Components

Our ~~FY22~~FY23 compensation philosophy is reflected in the following key elements of executive compensation: (i) base salary, (ii) short-term annual cash incentive awards and (iii) long-term equity incentive awards.

~~FY22~~

FY23
Component

Form of
Compensation

Performance Period

Metrics and Performance Criteria

Details

Base Salary

Cash

Annual

NEO base salary changes reviewed annually by CEO (or ~~Board~~Compensation Committee for CEO changes).

Page 5658

Executive Annual Incentive Plan

Cash

Annual

Bookings growth with non-GAAP operating income as a threshold ~~goal.~~goal and subject to a DEI modifier.

Page 5758

Annual Equity Incentive Awards

Performance-based Restricted Stock Unit ~~(PRU)~~(PRUs)

Vests at the end of a three-year period

50% of PRUs vest in full at end of ~~FY24~~FY25 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index.

50% of PRUs vest in full at end of ~~FY24~~FY25 based on ~~achievement of compound annual~~average bookings growth ~~rate (CAGR) for revenue measured~~and average non-GAAP operating margin >50% over a multi-year period.

Page 5961

Restricted Stock Unit ~~(RSU)~~(RSUs)

Vests annually over three years

Service and time-based vesting.

Page 6264

Value Creation Program (VCP) Equity Incentive Awards ~~for Top 100 Leaders (Excluding CEO for FY22)~~(CEO and President only)

~~Performance-based Restricted Stock Unit (PRU); 75% of Total VCP Award~~

100% PRUs

Vests at the end of ~~a four-year period~~FY26

Vests in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to ~~$50~~$60 per share, over the performance period, subject to performance gates related to our relative TSR versus the Nasdaq Composite Index.

Page 6265

~~Restricted~~Investment Match Stock ~~Unit (RSU); 25% of Total VCP~~ Award (President only)

100% RSUs

Cliff ~~Vests~~vests at the end of ~~vesting~~a three-year period

~~Service~~100% cliff vests at the end of a three-year period, subject to our President and ~~time-based cliff vesting on December 1, 2023.~~his foundation not selling any of their Gen common stock during this period.

Page 6467

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~~Pay for Performance Alignment~~

Proxy Summary

~~FY22 validated our long-term strategy~~

Pay for Performance Alignment

In FY23, we successfully integrated Avast and ~~we showed good progress in our transformation journey with accelerated pace~~NortonLifelock and delivered another year of ~~product innovation, global expansion, and a relentless focus on customer experience~~profitable growth as we saw ~~all~~most of our key financial metrics increase due to contributions from Avast, including double digit increases in revenue and operating income on both a GAAP and non-GAAP basis, as reflected in the table below. Our decrease in cash flow was largely attributable to the completion of the Avast Merger and certain strategic transactions related to the repayment of debt and the continuation of our stock repurchase program as described in more detail below.

We also saw generally strong results with respect to our key performance metrics ~~remain stable year over year.~~with the Avast Merger, as we saw increases in direct customer count and bookings. While our retention rate and average revenue per user (ARPU) were down after accounting for the results of the combined company, this decrease was largely due to our baselines for these metrics being reset as Avast’s portfolio did not include Identity Protection offerings and its retention rate reflected a broader geographic customer base and focus on emerging markets relative to NortonLifeLock.

~~We also saw~~

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Proxy Summary

Continuing to improve off those baselines was one of the many opportunities the Avast Merger presented, and we have made and continue to make improvements. In the two quarters since the closing of the Avast Merger, we have increased our overall annual ARPU by $3 and our overall retention rate by one point, a testament of the increased value we are providing our customers with our expanded product portfolio offerings.

In addition, we have undertaken a number of actions to return capital to shareholders and increase shareholder value, including repurchasing 40 million shares of our common stock ~~price increase from $21.42~~for an aggregate amount of $904 million, and paying a total of $314 million in quarterly dividends to ~~$26.94 in FY22, prior to reflecting any adjustments for dividends.~~ stockholders.

We believe that the compensation received by our NEOs for ~~FY22~~FY23 reflects our performance and accomplishments this past year as well as the rigor of our performance goals. ~~Further, as discussed elsewhere in this proxy statement, we have undertaken~~The following table presents a ~~number~~summary of ~~strategic actions~~the performance-based components of our FY23 executive compensation program and FY23 compensation decisions related to ~~drive our long-term business objectives.~~prior fiscal year compensation programs.

~~TABLE OF CONTENTS~~

Component
Metric(1)
Achievement (as
a percentage of target) Funding
FY22 Executive Annual Incentive Plan (EAIP) FY22 non-GAAP operating income threshold goal 113.1% Threshold Goal Achieved
FY22 Bookings 100.3% 105%
FY22 Performance-based Restricted Stock Units(2) 50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index NA NA
50% based on CAGR for revenue NA NA
FY21 Performance-based Restricted Stock Units(2) 50% based on 3-year TSR relative to the Nasdaq Composite Index NA NA
50% based on CAGR for revenue NA NA
FY20 Performance-based Restricted Stock Units(2) 3-year TSR relative to the S&P 500 193.06% NA
Value Creation Program (VCP) Performance-based Restricted Stock Units(3) Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured over a 4-year period 0% to date 0% to date

Component(1)

Metric

Achievement of target or
application of modifier

Executive Officer
Funding

FY23 Executive Annual Incentive Plan (EAIP)

FY23 non-GAAP operating income threshold goal, which must be achieved prior to any payout

124.0%

Goal Achieved

FY23 bookings growth

99.2%

77%

DEI modifier (applied after determining payout based on FY23 bookings growth)

✓

+10%

FY23 Performance-based Restricted Stock Units

50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index

50% based on average bookings growth and average non-GAAP operating margin >50%

FY21 Performance-based Restricted Stock Units(2)

50% based on 3-year TSR relative to the Nasdaq Composite Index

60.5% Rank

142%

50% based on CAGR for revenue

263.3%

200%

Value Creation Program (VCP) Performance-based Restricted Stock Units

Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured through the end of FY26

0% to date

(1)

Please see discussion in the CD&A section of this proxy statement below for more detail regarding how these metrics are calculated. We excluded any discussion of PRUs granted in prior fiscal years for which no compensation decisions were made in FY23 or based on FY23 performance.

(2)

Achievement certified by the Compensation Committee atfollowing the end of ~~three-year period.~~FY23.

~~(3)~~
Meeting Information

~~Achievement certified by the Compensation Committee at end of four-year period.~~

~~Meeting Information~~

We provide information about ~~NortonLifeLock~~Gen Digital Inc.’s ~~2022~~2023 Annual Meeting of Stockholders (the Annual Meeting), voting and additional information starting on page ~~82.~~

92.

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~~CORPORATE GOVERNANCE~~Corporate Governance

~~NortonLifeLock~~Gen Digital Inc. ~~(NortonLifeLock~~(Gen or the Company) is strongly committed to ~~good~~ corporate governance best practices. These practices provide an important framework within which our Board ~~of Directors (the Board)~~ and management can pursue our strategic objectives for the benefit of our stockholders.

~~Corporate Governance Guidelines~~

Corporate Governance Guidelines

Our Corporate Governance Guidelines generally specify the rights and responsibilities of ~~NortonLifeLock’s~~Gen’s Board, management and stockholders, and detail the rules and procedures for making decisions on corporate affairs. In general, the stockholders elect the Board and vote on certain extraordinary matters. The Board is responsible for ensuring that Gen is managed in a manner, which serves the ~~general governance~~interests of ~~NortonLifeLock, including selection and oversight of key management,~~its stockholders, and management is responsible for running our day-to-day operations.

Our Corporate Governance Guidelines are available on the Investor Relations section of our website, which is located at ~~investor.nortonlifelock.com~~investor.gendigital.com, by clicking on ~~“Company Charters”~~“Governance Documents” under ~~“Corporate Governance.~~“Governance.” The Corporate Governance Guidelines are reviewed at least annually by our Nominating and Governance Committee, and changes are recommended to our Board for approval as appropriate. ~~Our Board represents the interests~~

Code of ~~the stockholders in perpetuating a successful business~~Conduct and ~~optimizing sustainable long-term stockholder value. The Board is responsible for ensuring that NortonLifeLock is managed in a manner that is designed to serve those interests.~~Code of Ethics

~~Code of Conduct and Code of Ethics~~

We have adopted a code of conduct that applies to all of our Board members, officers, employees, interns and ~~employees.~~ contractor, as well as third parties acting on behalf of the Company. The Audit Committee is responsible for reviewing the Company’s ethics and compliance program and meets with the Head of Compliance on a periodic basis to review and discuss the Company’s programs.

We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal financial officer and principal accounting officer. Our Code of Conduct and Financial Code of Ethics are posted on the Investor Relations section of our website located at ~~investor.nortonlifelock.com~~investor.gendigital.com, by clicking on ~~“Company Charters”~~“Governance Documents” under ~~“Corporate Governance.~~“Governance.” Any amendments or waivers of our Code of Conduct and Financial Code of Ethics pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address.

~~Insider Trading, Hedging and Pledging Policies~~

Insider Trading, Hedging and Pledging Policies

With limited exceptions, ~~for pre-existing arrangements,~~ our Insider Trading Policy applies to all of our officers, employees, directors, consultants and contractors worldwide, and prohibits ~~all directors and employees, including executive officers,~~such persons, from (i) short-selling ~~NortonLifeLock stock or~~Gen securities, (ii) engaging in hedging transactions involving ~~NortonLifeLock~~Gen stock-based derivative securities ~~including, but not limited to, trading in NortonLifeLock-based option contracts or engaging in other hedging transactions (for example, buying and/or writing puts and calls,~~(e.g. prepaid variable forwards, equity swaps, ~~collars,~~ exchange funds, ~~transacting in straddles~~collars and the ~~like;~~like), (iii) buying or selling publicly traded options, (iv) holding Gen securities in a margin account or otherwise pledging Gen securities as collateral for a loan, and (v) having standing open orders with a broker to buy or sell Gen securities at a specified price for more than five business days; however, holding and exercising options or other derivative securities granted under ~~NortonLifeLock’s~~Gen’s stock option or equity incentive plans is not prohibited by this policy.) Our policy also prohibits pledging ~~NortonLifeLock~~Gen stock as collateral for a loan or holding company securities in a margin account. Waivers may be granted with respect to arrangements that were in existence before becoming a director or employee. Since our settlement with Starboard Value LP in September 2018, we have agreed to waive these requirements with respect to certain forward contracts held by Starboard on a limited basis.

In addition, our Insider Trading Policy prohibits our ~~directors,~~ officers, employees, directors, consultants and contractors worldwide from purchasing or selling ~~NortonLifeLock~~Gen securities while in possession of material, nonpublic information. It also requires that our Chief Executive Officer and our Chief Financial Officer conduct any open market sales of our securities only through the use of stock trading plans adopted pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Rule 10b5-1 allows insiders to sell and diversify their holdings in our stock over a designated period by adopting prearranged stock trading plans at a time when they are not aware of material nonpublic information about us, and ~~thereafter~~subsequently sell shares of our common stock in accordance with the terms of their stock trading plans without regard

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Corporate Governance

to whether or not they are in possession of material nonpublic information about ~~NortonLifeLock~~Gen at the time of the sale. All ~~other executives~~Pre-Clearance Persons (consisting of the Company’s directors, executive officers and ~~our non-employee directors~~designated senior employees, together with their family members and controlled entities) are strongly encouraged to trade using only Rule 10b5-1 ~~plans.~~plans that comply with applicable securities laws, but are not required to do so.

~~Stock Ownership Guidelines~~

Stock Ownership Guidelines

Our ~~Board~~Compensation and Leadership Development Committee adopted stock ownership guidelines to better align our non-employee directors’ and ~~officers’~~Executive Leadership Team Members’ interests with those of our stockholders. Our Executive Leadership Team Members consist of the Company’s Chief Executive Officer, Chief Financial Officer, all other Section 16 officers and each member of the Chief Executive Officer’s extended leadership team. Details of our directors’ stock ownership guidelines are disclosed under ~~“Summary of Director Qualifications~~

~~TABLE OF CONTENTS~~

~~and Experience”~~“Director Stock Ownership Guidelines” on page ~~28,~~35, and details of our executive officers’ stock ownership guidelines are disclosed under ~~“Stock~~“Key Compensation and Governance Policies — Stock Ownership Guidelines” in the “Compensation Discussion & Analysis” section on page ~~66.~~68. The Compensation Committee determines the stock ownership guidelines and the Nominating and Governance Committee monitors compliance under such guidelines.

~~Stockholder Outreach and Engagement~~

Stockholder Outreach and Engagement

We are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable ~~NortonLifeLock~~Gen to address them effectively. We routinely interact and communicate with stockholders through a number of forums, including through quarterly earnings presentations, SEC filings (including the Annual Report and Proxy Statement), the Annual Meeting, and investor meetings and conferences.

During ~~2021,~~2022, we completed investor outreach to 100% of our top 20 stockholders, and then further engaged with approximately 70% of our top 20 stockholders, representing ~~over 40%~~approximately 42% of our outstanding capital stock. In these meetings, we discussed matters such as ~~NortonLifeLock’s~~Gen’s prospects, business model, corporate governance, and executive compensation programs and goal settings and metrics.

Following ~~such~~these meetings, we shared stockholder feedback and trends and developments about corporate governance, environmental and social matters, executive compensation and other issues with our Board, our Compensation Committee and our Nominating and Governance Committee, as we seek to enhance our corporate governance and executive compensation program and improve our disclosures.

Additionally, accountability to our stockholders continues to be an important component of the Company’s success. We take accountability seriously and seek feedback through stockholder engagement to understand investor views and preferences, including feedback relating to stockholder proposals. In 2022, we received an advisory proposal relating to termination pay. In response to the submission, we engaged with investors on this issue to better understand their concerns. Although the proposal received a moderate level of stockholder support at our 2022 Annual Meeting of Stockholders, a majority of our stockholders supported the Board’s recommendation and voted against a change.

Following our discussions with investors and after considering the voting preferences of our stockholders, we ~~revised~~determined not to make any changes to our corporate governance. We also determined it to be appropriate for the

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FY23 compensation program to ~~formally provide that the Chair~~maintain many of the ~~Board should be an independent director separate from the Chief Executive Officer. At NortonLifeLock, we have an open line of communication~~same elements as our FY22 compensation program, except our FY23 executive annual incentive plan also included a modifier based on DEI metrics, our CEO and President both received VCP equity grants, with certain additional stretch goals, and our President received certain equity grants in connection with his appointment as President and equity investment in Gen, as described in more detail below. We look forward to continued engagement and dialogue with our stockholders to better meet their needs and ~~investors~~expectations.

Majority Vote Standard and ~~continue to engage them for feedback on our programs.~~Director Resignation Policy

~~Majority Vote Standard and Director Resignation Policy~~

Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard for the election of directors. Under the majority vote standard, each nominee must be elected by a majority of the votes cast with respect to such nominee at any meeting for the election of directors at which a quorum is present. A “majority of the votes cast” means the votes cast “for” a nominee’s election must exceed the votes cast “against” that nominee’s election. A plurality voting standard will apply instead of the majority voting standard if: (i) a stockholder has provided us with notice of a nominee for director in accordance with our Bylaws; and (ii) that nomination has not been withdrawn as of 10 days before we first deliver proxy materials to stockholders.

To effectuate this policy with regard to incumbent directors, the Board will not nominate an incumbent director for re-election unless prior to such nomination the director has agreed to promptly tender a resignation if such director fails to receive a sufficient number of votes for re-election at the stockholder meeting with respect to which such nomination is made. Such resignation will be effective upon the earlier of (i) the Board’s acceptance of such resignation or (ii) the ~~90th~~90th day after certification of the election results of the meeting; provided, however, that prior to the effectiveness of such ~~resignation,~~resignation, the Board may reject such resignation and permit the director to withdraw such resignation.

If an incumbent director fails to receive the required vote for re-election, the Nominating and Governance Committee ~~shall~~will act on an expedited basis to determine whether to recommend acceptance or rejection of the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board intends to act promptly on the Committee’s recommendation and will decide to accept or reject such resignation and publicly disclose its decision within 90 days from the date of certification of the election results. The Nominating and Governance Committee and the Board may consider such factors they deem relevant in deciding whether to accept or reject a resignation tendered in accordance with this policy. The Board expects a director whose resignation is under consideration to abstain from participating in any decision regarding the resignation.

~~Proxy Access~~

Proxy Access

Our Bylaws contain “proxy access” provisions which permit a stockholder, or a group of up to 50 stockholders, owning continuously for at least three years a number of shares of our common stock that constitutes at least 3% of our outstanding shares of common stock, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and ~~the~~their nominee(s) satisfy the requirements specified in the Bylaws. Our Bylaws specifically allow funds under common management to be treated as a single stockholder, and permit share lending with a five-day recall. ~~They~~The bylaws do not contain any post-meeting holding requirements, do not have any limits on resubmission of failed nominees, and do not contain restrictions on third-party compensation.

~~Board Leadership Structure~~

Board Leadership Structure

As set forth in our Corporate Governance Guidelines, it is our general policy that the Chair of the Board should be ~~an independent director separate from the Chief Executive Officer.~~independent. In the event that the Chair leaves the Board or ceases to be

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independent, the Board must appoint a new independent Chair from among the remaining independent directors within a reasonable amount of time. Currently, the roles of Chief Executive Officer and Chair are separate. Frank Dangeard currently serves as Chair of the Board.

The Board believes that separating the roles of Chief Executive Officer and Chair is the appropriate leadership structure for ~~NortonLifeLock~~Gen because it results in an effective balancing of responsibilities, experience and perspectives that meets the current corporate governance needs and oversight responsibilities of the Board. The Board also believes that this

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structure allows our Chief Executive Officer to focus on executing ~~NortonLifeLock’s~~Gen’s strategic plan and managing ~~NortonLifeLock’s~~Gen’s operations and performance, while allowing the Chair of the Board to focus on the effectiveness of the Board and independent oversight of our senior management team.

The duties of the Chair of the Board and Chief Executive Officer are set forth in the table below:

	Duties of the Chair of the Board			Duties of the CEO
	• Sets the agenda of Board meetings			• ~~Sets strategic direction for NortonLifeLock~~
	• Presides over meetings of the full Board			• ~~Creates and implements NortonLifeLock’s vision and mission~~
	• Contributes to Board governance and Board processes • Communicates with all directors on key issues and concerns outside of Board meetings • Presides over meetings of stockholders • Leads executive sessions of independent directors			• Sets strategic direction for Gen • Creates and implements Gen’s vision and mission • Leads the affairs of ~~NortonLifeLock,~~Gen, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board and its committees
	• ~~Communicates with all directors on key issues and concerns outside of Board meetings~~
	• ~~Presides over meetings of stockholders~~
	• ~~Leads executive sessions of independent directors~~

~~Board Independence~~

Board Independence

It is the policy of the Board and The Nasdaq Stock Market LLC’s (Nasdaq) rules require that listed companies have a board of directors with at least a majority of independent directors, as defined under Nasdaq’s Marketplace Rules. Currently, each member of our Board, other than any person serving on our Board who also serves as our CEO or President, is an independent director, and all standing committees of the Board are composed entirely of independent directors. The Nasdaq independence definition includes a series of objective tests, ~~such as~~including that the director is not an employee of the company and has not engaged in ~~various~~certain types of ~~business dealings~~transactions with the company. In addition, the Board has made a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making these determinations, the directors reviewed and discussed information provided by the directors and ~~NortonLifeLock~~Gen with regard to each director’s business and other activities as they may relate to ~~NortonLifeLock~~Gen and our ~~management.~~ management, including the transactions referenced below in “Certain Related Person Transactions”. In particular, in making an independence determination in the case of Mr. Baudis, the Board considered his directorship and minority ownership stake in Starship Enterprises, a.s., a Czech joint stock company (Starship), which leases a portion of an office building in Prague, Czech Republic to Gen. The Board determined that the transaction with Starship was undertaken in the ordinary course of business and on comparable lease terms that would be available from an unrelated third party, and that Mr. Baudis did not and does not have any direct involvement in our business relationship with Starship.

Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following directors, ~~and~~ director nominees and former directors who served in fiscal 2023 are independent: Susan P. Barsamian, Pavel Baudis, Eric K. Brandt, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Emily Heath, Kenneth Y. Hao ~~Emily Heath,~~ and Sherrese M. Smith.

~~Change in Director Occupation~~

Change in Director Occupation

Our Corporate Governance Guidelines include a policy that our Board should consider whether a change in any director’s professional responsibilities directly or indirectly impacts that person’s ability to fulfill his or her directorship obligations. To facilitate the Board’s consideration, all directors shall submit a resignation as a matter of course upon retirement, a change in employer, or other significant change in their professional roles and responsibilities. Such resignation may be accepted or rejected in the discretion of the Board.

~~Director Overboarding Limits~~

ItDirector Overboarding Limits

As set forth in our Corporate Governance Guidelines, it is the policy of the Board that given the demands of the duties undertaken by directors, directors should limit their participation to no more than five public company boards ~~(including~~

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(including our Board) in order to ensure sufficient attention and availability to ~~NortonLifeLock’s~~Gen’s business. In addition, a director who is currently serving as an executive officer of a publicly traded company may serve on no more than two public company boards ~~excluding~~(excluding our ~~Board.~~Board). However, the Board

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recognizes that the demands of such participation may vary substantially and may deem an exception appropriate so long as the director maintains sufficient attention and availability to fulfill the director’s duties to ~~NortonLifeLock~~Gen and complies with ~~NortonLifeLock’s~~Gen’s conflict of interest policies.

~~Board and Committee Effectiveness~~

Board and Committee Effectiveness and Evaluations

Board Effectiveness

It is important to ~~NortonLifeLock~~Gen that our Board and its committees are performing effectively and in the best interests of ~~NortonLifeLock~~Gen and its stockholders. The Nominating and Governance Committee reviews the size, composition and needs of the Board with established criteria to ensure the Board has the appropriate skills and expertise to effectively carry out its duties and responsibilities.

Board Onboarding and Education

When new directors join our Board, they participate in an onboarding program to learn about our industry, business, strategies, and policies. The onboarding program includes meetings with senior executives and other functional and operational leaders to discuss our business, strategy and operations, and our corporate functions, such as finance, technology, information systems and legal.

For continued education regarding our business and industry, we provide presentations by internal and external experts during Board meetings on topics such as technology inflections, industry trends, changes in the geopolitical and macroeconomic landscape, and the ESG landscape, with particular focus on the implications and impact to the Company. Our Board and Committees also regularly review developments in corporate governance to continue enhancing the Board’s effectiveness. We encourage directors to participate in external continuing director education programs and provide reimbursement for expenses associated with this participation. Throughout the year, Board members also attend Company events. These interactions, along with meetings with leaders below the CEO Executive Leadership Team level throughout the year, provide directors additional visibility to provide oversight of the Company’s culture, strategies, and operations.

Board Evaluations

In addition, an evaluation of the Board’s and its committees’ operations and performance is conducted annually by the Nominating and Governance Committee. Each year, the Nominating and Governance Committee, in consultation with our independent Board Chair, reviews and determines the design, scope, content, and execution of the evaluation process. We conduct board evaluations, including quantitative and qualitative assessments, which are regularly conducted by an outside third party. Changes are recommended by the Nominating and Governance Committee for approval by the full Board as appropriate.

~~Board’s Role in Risk Oversight~~

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Board’s Role in Risk Oversight

The Board executes its risk management responsibility directly and through its committees.

The Board is kept abreast of its committees’ risk oversight and other activities via reports of the committee chairs to the full Board during the Board meetings. The Board also, directly and through its committees, reviews and oversees our enterprise risk management (ERM) program, including critical enterprise risks over the short-, intermediate-, and long-term, and facilitates the incorporation of risk considerations into decision making across the Company. The Board considers specific risk topics in connection with strategic planning and other matters.

In addition, the Board participates in regular discussions with our senior management on many core subjects, including strategy, operations and finance, in which risk oversight is an inherent element. Our Global Business groups, Internal Audit, Enterprise Finance Reporting, Treasury, Data, Information Technology, Cybersecurity, Human Resources, Corporate Affairs, and Legal teams all provide input into this process and are responsible for the day-to-day monitoring, evaluating, reporting, and mitigating of their respective risk categories. From time to time, we also utilize industry information sources, such as professional services firms or subscription resources, to assess trends and benchmarking data relevant to our industry to assist in determining certain risk trends and changes. Management then develops response plans for risks categorized as requiring management focus based on performance indicators and monitors other identified risk areas. Management and our Internal Audit team provides reports on the risk portfolio and risk response efforts to senior management and to the Audit Committee.

The Board believes that its leadership structure ~~as described above under “Board Leadership Structure,”~~ facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the independent, non-executive Chair and each independent committee chair, to participate actively in the oversight of management’s ~~actions.~~actions and facilitates appropriate risk response strategies at the Board, committee, and management levels. Further, this structure enables us to provide specialized attention to, and oversight of, key risk areas by aligning our unique set of committees with risk oversight in their individual areas of expertise. Throughout the year, the Board oversees its committees’ and managements’ ongoing risk oversight activities, and its committees escalate issues relating to risk oversight to the full Board, in a continuous effort to keep the Board adequately informed of developments that could affect the Company’s risk profile or other aspects of our business.

The Board and its committees are also free to engage independent outside financial, legal and other advisors as they deem necessary to provide advice and counsel on various topics or issues, at Gen’s expense, and are provided full access to our officers and employees.

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Board’s Role ~~in COVID-19 Response~~

~~Additionally,~~ in connection with the ongoing COVID-19 pandemic, the Board, together with the Audit Committee, the Compensation Committee, and management, has overseen our efforts to mitigate financial and human capital management risk exposures associated with the pandemic.Oversight of Company Strategy

~~Key COVID-19 Actions~~			~~COVID-19 Response for Colleagues in India~~
• ~~Closed non-essential worker sites and implemented travel restrictions and cancelled or shifted our conferences and other marketing events to virtual-only.~~			• ~~Vaccine reimbursement for employees and family members in India.~~
• ~~Maintain COVID-19 employee website to provide up-to-date resources, data and education, including CDC guidance, and benefits, ergonomic and wellness information.~~			• ~~Launched vaccination clinics in Pune and Chennai.~~
• ~~Regular employee communications.~~			• ~~Created a social channel for all India team members to share information and support one other.~~
• ~~Increased our collaboration tools for remote offices.~~			• Special 2:1 match for ActionAid India for COVID Relief — shared with all of our NLOK community to ensure that those who are able to, have the opportunity to participate in giving this much needed support.
• ~~Frequent marketing and communication of our global Employee Assistance Program to enable quick support for employees and their families.~~			• ~~Home isolation coverage and telemed consultations are now included under our Health Plan.~~
• ~~100% coverage for testing, vaccinations and telemed consultation under our US medical plans.~~
• ~~Stipend to assist with remote office set up and provisioned surplus equipment for home office deployment.~~
• ~~Social distancing measures, enhanced cleaning and safety protocols for open sites.~~

~~Board’s Role in Oversight of Company Strategy~~

One of the Board’s most important responsibilities is collaborating with management to establish ~~NortonLifeLock’s~~Gen’s long-term strategy and then overseeing and providing guidance to management in the execution of the articulated strategy. Various elements of our strategy are discussed in depth at every quarterly Board meeting, with management providing the Board with an update on performance with an update on execution against short and longer-term elements of strategy. The Board also meets annually for a multi-day session where long-term strategy is the primary topic. While the full Board, with leadership of the Chair, has responsibility for overseeing overall company strategy, each of our key Committees provides input to the full Board on strategic and execution-oriented issues related to their respective areas of focus. The Board receives regular updates from the management team (including those below the executive level) regarding ~~NortonLifeLock’s~~Gen’s strategy and performance to inform its perspective on progress and ensure that it can effectively perform its oversight responsibilities.

~~Board’s Role in Oversight of Human Capital Management~~

Information Security and Risk Oversight

We maintain a comprehensive technology and cybersecurity program to ensure our systems are effective and prepared for information security risks, including regular oversight of our programs for security monitoring for internal and external threats to ensure the confidentiality and integrity of our information assets. Our Chief Information Security Officer (CISO) leads our cybersecurity program, which includes the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect these information assets.

The Technology and Cybersecurity Committee of the Board has direct oversight to the Company’s (1) technology strategy, initiatives and investments and (2) key cybersecurity information technology risks against both internal and external threats. The Technology and Cybersecurity Committee is comprised entirely of independent directors, two of whom have significant work experience related to information security issues or oversight and meets and reports to the Board on a quarterly basis.

The Audit Committee, which is also comprised entirely of independent directors, considers cybersecurity information technology risks in connection with overseeing our enterprise risk management system, and reports to the Board on enterprise risk management matters on a quarterly basis. Management reports security instances to the Technology and Cybersecurity Committee and Audit Committee as appropriate. Additionally, our CISO attends each Technology and Cybersecurity Committee meeting and meets regularly with the Board of Directors or the Audit Committee of the Board of Directors to brief them on technology and information security matters.

Board’s Role in Oversight of Human Capital Management

The Board has long recognized that our employees are one of our most important assets and is engaged with management on ensuring that ~~NortonLifeLock~~Gen is an employer of choice for the most talented employees in our industry. While the full Board regularly discusses human capital management with regards to its role in overseeing our overall long-term strategy, our Compensation Committee has responsibility for overseeing human capital management. The Compensation Committee is tasked with overseeing specific initiatives on a regular basis.

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Our Compensation Committee is responsible for, among other tasks:

•

Overseeing compensation philosophies and incentive plans across our workforce with a focus on Executive Compensation & Retention; and

•

Monitoring talent management and organizational effectiveness on a regular basis.

Our Compensation Committee also has regular touchpoints with management on the following topics:

•

Employee engagement, performance management and culture; and

•

Workforce demographics including diversity, equity and inclusion strategies and representation.

~~Outside Advisors~~

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Environmental, Social and Governance (ESG)

Our commitment to ESG is a core component of our company ’s purpose and mission. The Nominating and Governance Committee of our Board of Directors has oversight over the Company’s ESG strategy, and ~~its committees~~our full Board of Directors receives a quarterly ESG update. This quarterly update includes performance data and program information across environmental stewardship, ethics, community investment, and more; progress made toward our ESG targets; and information on emerging ESG priorities. Additionally, as part of our ESG reporting process, we hold regular meetings with functional leaders to review our ESG disclosures. Our Leadership Team is highly engaged in our ESG efforts. Our Head of Corporate Responsibility and Government Affairs reports to our Chief Marketing Officer and meets quarterly with our CEO and Leadership Team and cross-functional ESG Working Group to review our strategy, progress, and program updates.

Building a brand centered on trust is critically important, and our focus on ESG helps us earn trust from customers, employees, investors and shareholders. As such, ESG topics are ~~free~~important to our business strategy:

•

Environment: Protecting our planet is fundamental to ensuring a safe and sustainable future. We work to reduce greenhouse gas emissions from our operations through operational efficiencies, reduce the environmental footprint of our products across their lifecycle through innovative approaches to product development and packaging, promote high standards for environmental stewardship in our supply chain and engage ~~independent outside financial, legal~~with employees and environmental partners to amplify our work.

•

Social: We are proud to support the communities where our team members live and work. Our community impact programs include employee volunteering and giving, product donations, signature programs that leverage our unique expertise in increasing digital safety literacy, and corporate philanthropic giving focused on digital safety education; environmental action; and disaster response. We also support diversity, equity, and inclusion and employee engagement. In fiscal 2023, we publicly disclosed our most recent US Equal Employment Opportunity Commission EEO-1 Component 1 Data Collection Report on our investor relations website located at Investor.GenDigital.com/governance/governance-documents.

•

Governance: Governance covers many core operating principles overseen by the Nominating and Governance Committee of our Board. This committee has oversight of ESG issues and receives quarterly updates on topics such as diversity, ethics, environmental stewardship and community investment. We believe that our global culture of responsibility, and the positive contributions we make to the customers, employees, communities, and other ~~advisors as they deem necessary to provide advice~~stakeholders that we serve drives value for our business.

Our annual Social Impact Report can be found at Investor.GenDigital.com/ESG.

Board Structure and ~~counsel on various topics or issues, at NortonLifeLock’s expense, and are provided full access to our officers and employees.~~Meetings

~~Board Structure and Meetings~~

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. Agendas and topics for board and committee meetings are developed through discussions between management and members of the Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance and compliance matters applicable to us, including the following:

•

Reviewing annual and longer-term strategic and business plans;

•

Reviewing key product, industry and competitive issues;

•

Reviewing and determining the independence of our directors;

•

Reviewing and determining the qualifications of directors to serve as members of committees, including the financial expertise of members of the Audit Committee;

•

Selecting and approving director nominees;

•

Selecting, evaluating and compensating the Chief Executive Officer;

•

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•

Reviewing and discussing succession planning for the senior management team, and for lower management levels to the extent appropriate;

•

Reviewing and approving material investments or divestitures, strategic transactions and other significant transactions that are not in the ordinary course of business;

•

Evaluating the performance of the Board;

•

Overseeing our compliance with legal requirements and ethical standards; and

•

Overseeing our financial results.

~~Executive Sessions~~

Executive Sessions

After each regularly scheduled Board meeting, the independent members of our Board hold a separate closed meeting, referred to as an “executive session.” These executive sessions are used to discuss such topics as the independent directors deem necessary or appropriate. At least annually, the independent directors hold an executive session to evaluate the Chief Executive Officer’s performance and compensation. Executive sessions of the Board are led by the independent, non-executive Chair.

Succession Planning

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~~Succession Planning~~

Our Board recognizes the importance of effective executive leadership to ~~NortonLifeLock’s~~Gen’s success and meets to discuss executive succession planning at least annually. Our Board develops and reviews emergency and long-term succession plans and evaluates succession candidates for the CEO and other senior leadership positions under both. The Board also oversees management’s senior executive talent development plans, including ensuring that our succession candidates have regular interactions with the Board.

~~Attendance of Board Members at Annual Meetings~~

Attendance of Board Members at Annual Meetings

We encourage our directors to attend our annual meetings of stockholders. All ~~nine~~eight of our directors standing for re-election attended our ~~2021~~2022 Annual ~~Meeting.~~Meeting of Stockholders.

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~~THE BOARD AND ITS COMMITTEES~~The Board and Its Committees

There are four committees of the Board: the Audit Committee, the Compensation and Leadership Development Committee, the Nominating and Governance Committee, and the Technology and Cybersecurity Committee. The Board has delegated various responsibilities and authorities to these different committees, as described below and in the committee charters.

The Board committees regularly report on their activities and actions to the full Board. Each member of the Audit Committee, Compensation Committee, Nominating and Governance Committee and the Technology and Cybersecurity Committee was appointed by the Board. Each of the Board committees has a written charter approved by the Board and the key committee charters are available on our website at ~~investor.nortonlifelock.com~~investor.gendigital.com, by clicking on ~~“Company Charters,~~“Governance Documents,” under ~~“Corporate Governance.~~“Governance.”

The following table shows the proposed composition of the Board and its committees, and other information, following the Annual Meeting. Current committee composition is provided in the text below the table.1

Director
Since
Committee Memberships
Other
Public
Boards*

Name Age Occupation Independent Diversity AC CC NGC Tech
Susan P. Barsamian 63 2019 Director
W D

2
Eric K. Brandt 60 2020 Director

3
Frank E. Dangeard 64 2007 Managing Partner, Harcourt

2
Nora M. Denzel 59 2019 Director
W

3
Peter A. Feld 43 2018 Managing Member and Head of Research, Starboard Value LP

2
Emily Heath 48 2021 Director
W D

0
Vincent Pilette 50 2019 Chief Executive Officer
0
Sherrese M. Smith 50 2021 Managing Partner, Paul Hastings
W D

1

	Age	Director Since	Independent	Diversity	Committee Memberships*				Other Public Boards**
	Age	Director Since	Independent	Diversity	AC	CC	NGC	Tech	Other Public Boards**
Susan P. Barsamian Director	64	2019		WD			C		2
Pavel Baudis Director	63	2022							0
Eric K. Brandt Director	61	2020			C				3
Frank E. Dangeard Managing Partner, Harcourt	65	2007							3
Nora M. Denzel Director	60	2019		W					2
Peter A. Feld Managing Member, Portfolio Manager and Head of Research, Starboard Value LP	44	2018				C			1
Emily Heath Director	49	2021		WD				C	0
Vincent Pilette Chief Executive Officer	51	2019							0
Sherrese M. Smith Managing Partner, Paul Hastings	51	2021		WD					1
Ondrej Vlcek President	45	2022							0

= ~~Audit Committee~~Member

C = ~~Compensation and Leadership Development Committee~~

~~NGC = Nominating and Governance Committee~~Chair

Committees: AC = Audit

CC = Compensation and Leadership Development

NGC = Nominating and Governance

Tech = Technology and Cybersecurity ~~Committee~~

W = Woman

D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+)

~~= Member~~

~~= Chair~~

Reflects our Board and committee composition following the Annual Meeting.

Reflects membership on boards of companies publicly traded in the U.S.

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The Board and Its Committees

During ~~FY22,~~FY23, our Board held 157 meetings, the Audit Committee held 9 meetings, the Compensation Committee held 5 meetings, the Nominating and Governance Committee held 53 meetings and the Technology and Cybersecurity Committee held 43 meetings. During this time, no current directors attended fewer than 87% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which such director served during the period which such director served.

Audit Committee

Our Audit Committee is currently comprised of Mr. Brandt, who is the chair, and Memes. Denzel and Heath and Mr. Dangeard. Our Audit Committee oversees NortonLifeLock’s accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of internal control over financial reporting and disclosure controls and procedures, compliance with legal and regulatory requirements, internal audit function and the appointment, retention and compensation of our independent auditors. Its duties and responsibilities include, among other things:

•

~~Reviewing and discussing with management NortonLifeLock’s quarterly and annual financial statements.~~

•

~~Reviewing the adequacy and effectiveness of NortonLifeLock’s accounting and financial reporting processes.~~

Current Members

Our Audit Committee is currently comprised of Mr. Brandt, who is the chair, Memes. Denzel and Heath and Mr. Dangeard.

Independence

In addition, our Board has unanimously determined that Mr. Brandt qualifies as an “audit committee financial expert” under U.S. Securities and Exchange Commission (SEC) rules and regulations.

Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated.

Meetings

9 meetings during fiscal year 2023.

Our Audit Committee oversees Gen’s accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of disclosure controls and internal control over financial reporting, compliance with legal and regulatory requirements, internal audit function and the appointment, retention and compensation of our independent auditors. Its duties and responsibilities include, among other things:

•

Reviewing and discussing with Gen’s independent auditor and management Gen’s quarterly and annual financial statements, including any report or opinion by the independent auditors, and earnings releases.

•

Reviewing the adequacy and effectiveness of Gen’s accounting and financial reporting processes.

•

Appointing and, if necessary, terminating any independent registered public accounting firm engaged by Gen.

•

Reviewing and approving processes and procedures to ensure the continuing independence of Gen’s independent auditors.

•

Overseeing the internal audit function of Gen, including its independence and authority and the coordination of Gen’s internal audit function with its independent auditors.

•

Reviewing Gen’s practices with respect to financial and enterprise risk identification, assessment, monitoring and risk management and mitigation.

•

Reviewing Gen’s business continuity and disaster preparedness planning.

•

Reviewing any regulatory developments that could impact Gen’s risk identification, assessment, monitoring and risk management and mitigation.

•

Reviewing Gen’s ethics compliance program, including policies and procedures for monitoring compliance, areas of compliance risk (including any material compliance issues and/or risk exposure) and the implementation and effectiveness of Gen’s ethics and compliance program, and remediation plans developed by the Company to resolve any material compliance issues.

•

Directing and supervising investigations into any matters within the scope of its duties.

•

Retaining and terminating such auditors, outside counsel, experts, consultants and other advisors as it determines to be necessary or appropriate to perform its responsibilities.

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~~Kenneth Y. Hao was not re-nominated by the Board.~~

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•
The Board and Its Committees

~~Appointing and, if necessary, terminating any registered public accounting firm engaged to render an audit report or to perform other audit, review or attest services for NortonLifeLock.~~

•

~~Reviewing and approving processes and procedures to ensure the continuing independence of NortonLifeLock’s independent auditors.~~

•

Reviewing the internal audit function of NortonLifeLock, including the independence and authority of its reporting obligations and the coordination of NortonLifeLock’s internal audit function with the independent auditors.

•

Reviewing NortonLifeLock’s practices with respect to risk identification, assessment, monitoring and risk management and mitigation, including financial, privacy, operational, compliance, physical security, legal and other key business risks.

•

~~Reviewing NortonLifeLock’s adequacy and effectiveness of NortonLifeLock’s cyber security and information security policies and practices.~~

•

~~Reviewing NortonLifeLock’s business continuity and disaster preparedness planning.~~

•

~~Reviewing any regulatory developments that could impact NortonLifeLock’s risk identification, assessment, monitoring and risk management and mitigation.~~

•

Reviewing NortonLifeLock’s ethics compliance program, including policies and procedures for monitoring compliance, and the implementation and effectiveness of NortonLifeLock’s ethics and compliance program.

•

~~Directing and supervising investigations into any matters within the scope of its duties.~~

•

~~Retaining such outside counsel, experts and other advisors as it determines to be necessary to carry out its responsibilities.~~

Our Board has unanimously determined that all Audit Committee members are independent as defined under current Nasdaq listing standards, and at least one member has financial sophistication as required pursuant to the Nasdaq listing standards. In addition, our Board has unanimously determined that Mr. Brandt qualifies as an “audit committee financial expert” under U.S. Securities and Exchange Commission (SEC) rules and regulations. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated.

Compensation and Leadership Development Committee

Our Compensation Committee is currently comprised of Mr. Feld, who is the chair, and Memes. Barsamian and Denzel. Our Compensation Committee oversees our compensation policies and practices so that they align with the interests of our stockholders; encourage a focus on NortonLifeLock’s long-term success and performance; and incorporate sound corporate governance principles. It also oversees our programs to attract, develop and retain our executive officers. Its duties and responsibilities include, among other things:

•

Reviewing NortonLifeLock’s executive and leadership development practices, which support our company’s ability to retain and develop the executive and leadership talent required to deliver against our company’s

Current Members

Our Compensation Committee is currently comprised of Mr. Feld, who is the chair, and Memes. Barsamian and Denzel.

Independence

The Board has determined that each current member of the Compensation and Leadership Development Committee is, and each member of our Nominating and Corporate Governance Committee during fiscal year 2023 was, independent within the meaning of Nasdaq’s Director independence standards.

Each member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act of 1934 (Exchange Act).

Meetings

5 meetings during fiscal year 2023.

Our Compensation Committee oversees our compensation policies and practices so that they firmly align with the interests of our stockholders; encourage a focus on Gen’s long-term success and performance; and incorporate sound corporate governance principles. It also oversees our human capital management practices and programs to attract, retain, and develop our executive officers. Its duties and responsibilities include, among other things:

•

Reviewing Gen’s executive and leadership development practices, which support Gen’s ability to retain and develop the executive and leadership talent required to deliver against Gen’s short term and long-term business strategies, including succession planning for the executive officers.

•

~~Reviewing and overseeing NortonLifeLock’s human capital management practices.~~

•

Reviewing NortonLifeLock’s compensation policies, plans and programs to confirm they: (i) are designed to attract, motivate and retain talented executive officers; (ii) compensate the executive officers effectively in a manner consistent with the strategy of NortonLifeLock and the interests of stockholders; (iii) are consistent with a competitive framework; and (iv) support the achievement of NortonLifeLock’s overall financial results and individual contributions.

•

~~Reviewing and recommending to the independent directors of our Board all compensation arrangements for our Chief Executive Officer.~~

•

~~Determining stock ownership guidelines for our Board and executive officers.~~

•

~~Reviewing NortonLifeLock’s overall compensation and benefits programs.~~

•

~~Administering our equity incentive and stock purchase plans.~~

•

~~Reviewing and recommending to the Board compensation for non-employee members of the Board.~~

•

Reviewing and overseeing Gen’s human capital management policies, strategies and practices.

•

Reviewing Gen’s compensation policies, plans and programs to confirm they are: (i) designed to attract, motivate and retain talented executive officers; (ii) compensate the executive officers effectively in a manner consistent with the strategy of Gen and the interests of stockholders; (iii) consistent with a competitive framework; and (iv) support the achievement of Gen’s overall financial results and individual contributions.

•

Reviewing and recommending to the independent directors of our Board all compensation arrangements for our Chief Executive Officer.

•

Determining stock ownership guidelines for our Board and executive officers.

•

Reviewing Gen’s overall compensation and benefits plans and programs.

•

Administering our equity incentive and stock purchase plans.

•

Reviewing and recommending to the Board compensation for non-employee members of the Board.

•

Reviewing and approving policies and procedures relating to the perquisites of our executive officers.

•

Reviewing Gen’s compensation policies and practices, including non-executive programs, to confirm that such policies and practices are not reasonably likely to have a material adverse effect on Gen or encourage unnecessary risk-taking, and report the results of such review to the Board.

•

Reviewing and making recommendations to the Board regarding company policies on recoupment of incentive-based compensation.

•

Reviewing and making recommendations to the Board with respect to stockholder proposals and stockholder advisory votes related to executive compensation matters.

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•
The Board and Its Committees

~~Reviewing and approving policies and procedures relating to the perquisites of our executive officers.~~

•

Reviewing NortonLifeLock’s compensation policies and practices to confirm that such policies and practices are not likely to have a material adverse effect on NortonLifeLock and do not encourage excessive or inappropriate risk- taking by our executives.

•

~~Reviewing and making recommendations regarding company policies on recoupment of incentive-based compensation.~~

•

~~Reviewing and making recommendations to the Board with respect to stockholder proposals and stockholder advisory votes related to executive compensation matters.~~

~~Each member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.~~

Nominating and Governance Committee

Our Nominating and Governance Committee is currently comprised of Ms. Barsamian, who is the chair, and Ms. Smith and Messrs. Dangeard and Feld. Our Nominating and Governance Committee oversees NortonLifeLock’s corporate governance procedures and policies, and ensures that they represent best practices and are in the best interests of NortonLifeLock and its stockholders, which includes establishing appropriate criteria for nominating qualified candidates to the Board. Its duties and responsibilities include, among other things:

Current Members

Our Nominating and Governance Committee is currently comprised of Ms. Barsamian, who is the chair, and Ms. Smith and Messrs. Dangeard and Feld.

Independence

The Board has determined that each current member of the Nominating and Corporate Governance Committee is, and each member of our Nominating and Corporate Governance Committee during fiscal year 2023 was, independent within the meaning of Nasdaq’s Director independence standards.

Meetings

3 meetings during fiscal year 2023.

Our Nominating and Governance Committee, Committee oversees the evaluation of the Board and its committees, oversees Gen’s corporate governance procedures and policies, including with respect to ESG and public policy matters, and ensures that they represent best practices and are in the best interests of Gen and its stockholders, which includes establishing appropriate criteria for nominating qualified candidates to the Board. Its duties and responsibilities include, among other things:

•

Establishing the criteria and determining ~~the desired qualifications, expertise and characteristics of the Board, with~~ the goal of developing a diversity of perspectives, backgrounds, experiences, knowledge and skills on the Board.

•

Considering the size, composition and needs of the Board and evaluate and recommending qualified candidates for election to the Board consistent with the established criteria to ensure the Board has the appropriate skills and expertise.

•

~~Advising the Board on corporate governance matters and recommending to the Board appropriate or necessary actions to be taken by our company, the Board and the Board’s committees.~~

•

~~Identifying best corporate governance practices and developing and recommending to the Board a set of corporate governance guidelines applicable to our company.~~

•

Reviewing and assessing the adequacy of our company’s corporate governance policies, including our company’s Corporate Governance Guidelines and Code of Conduct, and recommending modifications to the Board as appropriate.

•

Overseeing and reviewing NortonLifeLock’s policies and programs concerning: (i) corporate social responsibility; (ii) public policy; (iii) philanthropy; (iv) political activities and expenditures; (v) NortonLifeLock’s participation and visibility as a global corporate citizen.

•

Overseeing and reviewing NortonLifeLock’s programs, policies and practices and relevant risks and opportunities relating to environmental, social and governance issues and related disclosures, and make recommendations to the Board regarding the Company’s overall strategy with respect to ESG matters.

•

~~Monitoring compliance under the stock ownership guidelines as set by the Compensation Committee for the Board and executive officers.~~

•

~~Implementing and overseeing the processes for evaluating the Board, its committees and the CEO on an annual basis.~~

•

~~Overseeing the management of risks that may arise in connection with NortonLifeLock’s governance structures and processes.~~

•

Considering the size, composition and needs of the Board, determine future requirements and evaluate and recommending qualified candidates for election to the Board consistent with the established criteria to ensure the Board has the appropriate skills and expertise.

•

Advising the Board on corporate governance matters and recommending to the Board appropriate or necessary actions to be taken by our company, the Board and the Board’s committees.

•

Identifying best corporate governance practices and developing and recommending to the Board a set of corporate governance guidelines applicable to our company.

•

Reviewing and assessing the adequacy of our company’s corporate governance policies, including this Committee’s charter, Gen’s Corporate Governance Guidelines and Code of Conduct, and recommending modifications to the Board as appropriate.

•

Overseeing and reviewing Gen’s policies and programs concerning: (i) public policy and (ii) political activities and expenditures, if any.

•

Overseeing and reviewing Gen’s programs, policies and practices and relevant risks and opportunities relating to environmental, social and governance issues and related disclosures, and making recommendations to the Board regarding the Company’s overall strategy with respect to ESG matters.

•

Monitoring compliance under the stock ownership guidelines as set by the Compensation Committee for the Board and executive officers.

•

Implementing and overseeing the processes for evaluating the Board, its committees and the CEO on an annual basis and report the results of such evaluations, including any recommendations for proposed changes, to the Board.

•

Overseeing the management of risks that may arise in connection with Gen’s governance structures, processes and other matters set forth in the Nominating and Governance Committee’s charter.

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The Board and Its Committees

Technology and Cybersecurity Committee

Our Technology and Cybersecurity Committee is currently comprised of Ms. Heath, who is the chair, and Memes. Barsamian, Denzel and Smith. Our Technology and Cybersecurity Committee assists our Board in its oversight of management’s responsibilities to regularly assess NortonLifeLock’s key risks and engage in enterprise-wide risk management as it relates to cybersecurity and NortonLifeLock’s technology and information systems, including with respect to strategies, objectives, capabilities, initiatives, policies and investments. Its duties and responsibilities include, among other things:

•

~~Overseeing the quality and effectiveness of NortonLifeLock’s information security team, and policies and procedures with respect to its information technology systems.~~

•

~~Providing advice to the Board on cyber-related matters.~~

•

~~Reviewing and providing oversight on NortonLifeLock’s data footprint, policies and procedures, and strategy.~~

•

~~Reviewing with management, NortonLifeLock’s disaster recovery capabilities.~~

•

~~Overseeing NortonLifeLock’s major innovation efforts, technology plans, and strategies including from partnerships and acquisitions.~~

•

~~Monitoring the performance of NortonLifeLock’s technology development in support of its overall business strategy and advise on strategic technological focus.~~

•

Overseeing the identification, monitoring, and evaluation of existing and emerging trends in technology that may affect NortonLifeLock’s strategic plans, including monitoring of overall industry trends, competitors and technologies in adjacent areas and providing guidance on these areas.

•

~~Reviewing the key technical talent, skills, and organizational structure of NortonLifeLock’s~~

Current Members

Our Technology and Cybersecurity Committee is currently comprised of Ms. Heath, who is the chair, and Memes. Barsamian, Denzel and Smith, and Mr. Baudis.

Meetings

3 meetings during fiscal year 2023.

Our Technology and Cybersecurity Committee assists our Board in its oversight of (i) the Company’s technology and information systems, including with respect to strategies, objectives, capabilities, initiatives, policies and investments, (ii) management’s responsibilities to regularly assess cybersecurity and privacy risks to the Company’s technology and information systems, as well as to the confidential or personal information of the Company, its customers and its partners, and (iii) management’s responsibilities with respect to the management of cybersecurity and privacy risk. Its duties and responsibilities include, among other things:

•

Overseeing the quality and effectiveness of Gen’s information security team, policies, procedures, controls and technologies, including, but not limited to, those related to enterprise privacy, data security and cybersecurity information technology risks.

•

Providing advice to the Board on privacy-related matters.

•

Reviewing and providing oversight on Gen’s data footprint, policies and procedures, and strategy.

•

Reviewing with management, Gen’s disaster recovery capabilities.

•

Overseeing Gen’s technology strategy, initiatives and investments, including major innovation efforts and intellectual property rights obtained through partnerships and acquisitions.

•

Monitoring the performance of Gen’s technology development in support of its overall business strategy and advise on strategic technological focus.

•

Overseeing the identification, monitoring, and evaluation of existing and emerging trends in technology that may affect Gen’s strategic plans, including monitoring of overall industry trends, competitors and technologies in adjacent areas and providing guidance on these areas.

•

Reviewing the key technical talent, skills, and organizational structure of Gen’s workforce supporting its cybersecurity and technology efforts.

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~~DIRECTOR NOMINATIONS~~
~~AND COMMUNICATION WITH DIRECTORS~~Director Nominations and Communication with Directors

~~Criteria for Nomination to the Board~~

Criteria for Nomination to the Board

The Nominating and Governance Committee will consider candidates submitted by ~~NortonLifeLock~~Gen stockholders, as well as candidates recommended by directors and management, for nomination to the Board. The Nominating and Governance Committee has generally identified nominees based upon recommendations by outside directors, management and executive recruiting firms. The goal of the Nominating and Governance Committee is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our long-term business strategy and operating requirements and the long-term interests of our stockholders.

The information provided under Proposal No. 1, “Election of Directors — Nominees for Director” below includes the key attributes, experience and skills of each of our director nominees that led to the conclusion that each director nominee should serve as a member of the Board at this time.

~~Process for Identifying and Evaluating Nominees~~

The Nominating and Governance Committee typically considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new

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Director Nominations and Communication with Directors

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~~perspectives, skills~~Director Nominations and experience. If the Nominating and Governance Committee determines that an opening exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy SEC and Nasdaq requirements.Communication with Directors

~~The Nominating and Governance Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill and expertise appropriate~~

Stockholder Proposals for the Board generally, as well as the candidate’s integrity, business acumen, diversity, availability, independence of thought, and overall ability to represent the interests of NortonLifeLock’s stockholders. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Nominating and Governance Committee uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. In addition, we do not have a formal written policy with regard to the consideration of diversity in identifying candidates; however, as discussed above, diversity is one of the numerous criteria the Nominating and Governance Committee reviews before recommending a candidate. We have from time to time engaged, for a fee, a third- party independent search firm to identify and assist the Nominating and Governance Committee with identifying, evaluating and screening Board candidates for NortonLifeLock and may do so in the future.Nominees

~~Stockholder Proposals for Nominees~~

The Nominating and Governance Committee will consider potential nominees properly submitted by stockholders. Stockholders seeking to do so should provide the information set forth in our corporate Bylaws regarding director nominations. The Nominating and Governance Committee will apply the same criteria for candidates proposed by stockholders as it does for candidates proposed by management or other directors.

To be considered for nomination by the Nominating and Governance Committee at next year’s annual meeting of stockholders, submissions by stockholders must be submitted by mail and must be received by our Corporate Secretary no later than April ~~5, 2023~~2, 2024 to ensure adequate time for meaningful consideration by the Nominating and Governance Committee. Each submission must include the following information:

•

the full name and address of the candidate;

•

the number of shares of ~~NortonLifeLock~~Gen common stock beneficially owned by the candidate;

•

a certification that the candidate consents to being named in the proxy statement and intends to serve on the Board if elected; and

•

biographical information, including work experience during the past five years, other board positions, and educational background, such as is provided with respect to nominees in this proxy statement.

Information regarding requirements that must be followed by a stockholder who wishes to make a stockholder nomination for election to the Board for next year’s annual meeting is described in this proxy statement under “Additional Information — Stockholder Proposals for the ~~2023~~2024 Annual Meeting.”

Pursuant to the proxy access provisions of our Bylaws, an eligible stockholder or group of stockholders may nominate one or more director candidates to be included in our proxy materials. The nomination notice and other materials required by these provisions must be delivered or mailed to and received by our Corporate Secretary in writing between March ~~6, 2023~~3, 2024 and April ~~5, 2023~~2, 2024 (or, if the ~~2023 annual meeting~~2024 Annual Meeting is called for a date that is not within 30 calendar days of the anniversary of the date of the ~~2022~~2023 Annual Meeting, by the later of the close of business on the date that is 180 days prior to the date of the ~~2022 annual meeting~~2024 Annual Meeting or within 10 calendar days after our public announcement of the date of the ~~2023 annual meeting)~~2024 Annual Meeting) to the Corporate Secretary at the address listed below. When submitting nominees for inclusion in our proxy materials pursuant to the proxy access provisions of our Bylaws, stockholders must follow the notice procedures and provide the information required therein.

~~Contacting the Board of Directors~~

Contacting the Board of Directors

Any stockholder who wishes to contact members of our Board may do so by mailing written communications to:

~~NortonLifeLock~~Gen Digital Inc.

60 E. Rio Salado Parkway, Suite 1000

Tempe, Arizona 85281

Attn: Corporate Secretary

Our Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such

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correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with our policy regarding accounting complaints and concerns.

~~Human Capital Management~~

Our human capital management strategy reflects our unique values and growth mindset. Working in close partnership with our Board on our talent management strategy, we work hard to lead, develop and grow our diverse, global team. We strive to be a diverse, vibrant community with strong values and a shared commitment to each other, the work we do and the world we all share.

At NortonLifeLock, our mission is to build a comprehensive and easy-to-use integrated portfolio that prevents, detects and responds to cyber threats and cybercrimes in today’s digital world. Our success in helping achieve this mission depends, in large part, on the success of our employees.

•

~~Diversity, Equity and Inclusion (DEI):~~ Our mission is to increase our global representation of underrepresented groups at all levels (diversity), where everyone has an opportunity for development and advancement (equity) and is able to bring their whole selves to work and feel valued every day (inclusion). This mission is built upon four foundational pillars: (i) measurement and accountability; (ii) fostering an inclusive environment; (iii) diversifying our workforce; and (iv) employee development and retention, which are designed to support, attract, develop and retain the best talent.

Clear and actionable multi-year representation goals are set at the leadership level, and tracking the data regularly to assess our progress and drive accountability go hand in hand. We ask applicants, new hires and employees to self-identify not only their demographics, but also important characteristics to help us better measure the diversity of our applicant pool and of our team to derive insights and actionable people strategies. In fiscal 2022, we publicly disclosed our most recent US Equal Employment Opportunity Commission EEO-1 Component 1 Data Collection Report on our investor relations website located at https://investor.nortonlifelock.com/governance/governance-documents/.

Inclusion is something we strive for and invest in. Raising awareness and appreciation of various diversity topics via our learning curriculum, global all employee conversations, published blogs and active employee engagement. We measure belonging as a key metric in our quarterly NGage employee surveys. We are proud to support our several employee resource groups communities for people to come together as allies, to learn, support, mentor, and celebrate with one another and to provide an environment where everyone feels seen, heard, respected and valued.

Diversity is a key pillar of our talent management strategy. As of April 1, 2022, women represented 33% of our workforce and held 33% of our leadership positions. In addition, as of April 1, 2022, women represented 44% of our Board and half of our independent board membership. We partner with Work180, a women-focused recruitment site that only lists career opportunities from employers that support diversity, inclusion and flexibility. We post positions on several diverse recruiting sites, including Black Tech Jobs, Jobs for Her and Women Who Code.

As part of our ongoing focus on employee development, we extended our participation in McKinsey & Company’s Connected Leaders Academy for our Asian, Black and Hispanic-Latino leaders. Additionally, we had women globally attend the Women in Tech conference and several employees attended the Out & Equal Global Workplace Summit.

•

~~Employee Development, Engagement and Training:~~ We increased our investment in learning and development in fiscal 2022, launching Nvest Learning programs for all employees, leveraging an extensive breadth of content and learning opportunities. This umbrella of offerings includes Nvest Mentorship, Nvest eLearning and Nvest NLOK University.

Our homegrown Nvest Mentorship program and platform continued to grow and now boasts several hundred active mentors and mentees. Nvest eLearning, a collection of digital, on-demand modules categorized around leadership, health and wellness, business skills, and technical skills, launched in the second quarter of FY22 with a steady increase in participation during the year and a user base that continues to grow. We also provide group learning designed around TED Talks on topics including leadership, change management and further diversity, equity and inclusion efforts.

Nvest NLOK University (Nvest NU) launched in the third quarter of FY22 and is a leadership program that offers best-in-class content from Harvard ManageMentor that inspires, engages and invests in current and emerging leaders

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~~by leveraging over forty specific course options and group learning opportunities. Hundreds of recognition badges and certificates have been awarded to recognize various levels of achievement.~~

~~Feedback from our employees is critical, and we have developed an ongoing dialogue with our teams via our quarterly Ngage pulse survey on a targeted topic that drives actions and improvements.~~

•

~~Human Capital Governance:~~ We partner closely with our Board and the Compensation and Leadership Development Committee on our strategies and objectives related to talent management, talent acquisition, leadership development, retention and succession, DEI and employee engagement.

~~Environmental, Social and Governance (ESG)~~

Building a brand centered on trust is critically important, and our focus on corporate responsibility helps us earn trust from consumers, employees, investors and shareholders. As such, environmental, social and governance topics are core to our business strategy:

•

~~Environment:~~ Protecting our planet is fundamental to ensuring a safe and sustainable future. We are working to reduce greenhouse gas emissions from our operations through operational efficiencies, reduce the environmental footprint of our products across their lifecycle through innovative approaches to product development and packaging, promote high standards for environmental stewardship in our supply chain and engage with employees and environmental partners to amplify our work. We believe we can contribute to a future where the natural world is thriving and call these efforts Environmental Stewardship.

•

~~Social:~~ We are proud to support the communities where our team members live and work. Our community impact programs include employee volunteering and giving, product donations, signature programs that leverage our unique expertise in increasing digital safety literacy, and corporate philanthropic giving focused on digital safety education; diversity, equity, and inclusion and environmental action. We also support diversity, equity, and inclusion and employee engagement, as discussed in more detail in the Human Capital Management subsection.

•

~~Governance:~~ Governance covers many core operating principles overseen by the Nominating and Governance Committee of our Board. This committee has oversight of Corporate Responsibility and ESG issues and receives quarterly updates on topics such as diversity, ethics, environmental stewardship and community investment. We believe our global culture of responsibility, and the positive contributions we make to the customers, employees, communities, and other stakeholders that we serve drives value for our business.

Setting strategic, achievable, and business-aligned corporate responsibility objectives helps to guide our work and improves our company performance. We align our objectives with the Company’s financial goals and focus on the unique positive social and environmental impacts that our business model can have on the world.

~~Our objectives include:~~

•

~~Data Privacy and Protection:~~ ~~We safeguard our customer, partner and employee data and offer products, including Norton Privacy Monitor Assistant that help consumers protect their personal data wherever it is found.~~

•

~~Cyber Safety:~~ We leverage our leading expertise and technology in Cyber Safety to protect communities. Malicious phone and computer applications, known as stalkerware, are used to harass, control and harm people. We are a founding member of the Coalition Against Stalkerware and donate products to victims to help keep their personal data protected. We also provide Cyber Safety training to help empower victims and survivors to reduce their vulnerability. Additional examples of our efforts include our partnership with the World Association of Girl Guides and Girl Scouts on the Surf Smart program to empower girls to keep themselves and others safe online and The Smart Talk, a free tool co-created in partnership with National PTA.

•

~~Diversity, Equity & Inclusion in Technology:~~ We are focused on bringing more women and under-represented groups into cybersecurity and tech. We do this by investing in high-impact, nonprofit organizations. We have made a three-year commitment to the Reboot Representation tech coalition, which is dedicated to doubling the number of Black, Latina and Native American women graduating with computing degrees by 2025. We also support Women4Cyber in Europe and the NASSCOM Foundation’s Cyber Security Skills Development Initiative for Women in India. In FY22, approximately 62% of NortonLifeLock Foundation grants across all objectives had a focus on Diversity, Equity and Inclusion.

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•

~~Employee Volunteering & Giving:~~ We have created a variety of opportunities for employee volunteering and giving and work to increase employee participation rates. We sponsor a virtual volunteer program with team building opportunities and joint events with our Diversity and Inclusion Communities. We offer employees paid time off to volunteer, have an employee matching gift program and provide dollars-for-doers grants to encourage volunteer service. Our employee participation rate in our volunteering and giving program was 41% in FY22. In addition, 62% of all grants made from the NortonLifeLock Foundation had a component of Diversity, Equity & Inclusion.

•

~~Environmental Stewardship:~~ We have a robust environmental stewardship program, which focuses on climate and energy, sustainable products, our supply chain, engagement with employees and nonprofit partners and being transparent about our progress and commitments. Recently, we launched a Sustainable Homes Program to provide employees an opportunity for a credit for sustainable improvements to their homes.

~~Our annual ESG and Corporate Responsibility Report can be found via the NortonLifeLock website at https://www.nortonlifelock.com/about/corporate-responsibility.~~

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~~PROPOSAL NO.~~Proposal No. 1 — ~~ELECTION OF DIRECTORS~~Election of Directors

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TEN NOMINATED DIRECTORS.

At the recommendation of the Nominating and Governance Committee, the Board has nominated the following ~~eight~~ten persons to serve as directors for the term beginning at the Annual Meeting on September ~~13, 2022:~~12, 2023: Susan P. Barsamian, Pavel Baudis, Eric K. Brandt, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Emily Heath, Vincent Pilette, ~~and~~ Sherrese M. ~~Smith.~~Smith, and Ondrej Vlcek. Each director will be elected on an annual basis.

Kenneth Y. Hao expressed a preference not to be re-nominated to pursue and focus on other business opportunities. Mr. Hao intends to serve on the Board through the date of the Annual Meeting and, effective as of the end of his term as a director at the opening of the polls at the Annual Meeting, our authorized number of directors will be reduced to eight. The Board is grateful to Mr. Hao for his dedication, service, and contributions as a director of the Company.

Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the election of each nominee named in this section. Proxies submitted to ~~NortonLifeLock~~Gen cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

~~Nominees for Director~~

Nominees for Director

The names of each nominee for director, their ages as of July ~~18, 2022,~~17, 2023, and other information about each nominee is shown below.

Name Age Principal Occupation
Director
Since

Susan P. Barsamian 63 Director 2019
Eric K. Brandt 60 Director 2020
Frank E. Dangeard 64 Managing Partner, Harcourt 2007
Nora M. Denzel 59 Director 2019
Peter A. Feld 43 Managing Member and Head of Research, Starboard Value LP 2018
Emily Heath 48 Director 2021
Vincent Pilette 50 CEO 2019
Sherrese M. Smith 50 Managing Partner, Paul Hastings 2021

Name	Age	Principal Occupation	Director Since
Susan P. Barsamian	64	Director	2019
Pavel Baudis	63	Director	2022
Eric K. Brandt	61	Director	2020
Frank E. Dangeard	65	Managing Partner, Harcourt	2007
Nora M. Denzel	60	Director	2019
Peter A. Feld	44	Managing Member, Portfolio Manager and Head of Research, Starboard Value LP	2018
Emily Heath	49	Director	2021
Vincent Pilette	51	CEO	2019
Sherrese M. Smith	51	Managing Partner, Paul Hastings	2021
Ondrej Vlcek	45	President	2022

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~~Susan P. Barsamian~~

~~Director~~

~~Age:~~ 63

~~Director Since:~~ ~~2019~~

~~Committee Memberships:~~ ~~Compensation | Nominating & Governance (Chair) | Technology and Cybersecurity~~

~~Other Current Public Boards:~~ ~~Box, Inc. | Five9, Inc.~~

~~Other Public Boards in the Last Five Years:~~ ~~None~~

From 2006 to 2016, Ms. Barsamian served in various executive roles at Hewlett Packard including Chief Sales and Marketing Officer for Hewlett Packard Enterprise Software and General Manager of the Enterprise Cybersecurity Products business. Prior to joining Hewlett Packard, Ms. Barsamian was Vice President, Global Go-to-Market for high growth at Mercury Interactive, Senior Vice President Marketing for Critical Path and held various leadership roles at Verity where she was based in London for four years. Ms. Barsamian serves on the board of directors of Box, Inc and Five9, Inc. She received a B.S. degree in Electrical Engineering from Kansas State University and completed post-graduate studies at the Swiss Federal Institute of Technology.

~~Director Qualifications:~~

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~~Cyber Safety, Technology Expertise~~

•

~~Leadership Experience~~

•

~~Public Company Board Experience~~

•

~~Strategic Transformation Experience~~

•

~~Business Combination and Partnership Experience~~

•

~~Financial Experience~~

•

~~Sales, Marketing and Brand Management Experience~~

~~Eric K. Brandt~~

~~Director~~

~~Age:~~ 60

~~Director Since:~~ ~~2020~~

~~Committee Memberships:~~ ~~Audit (Chair)~~

~~Other Current Public Boards:~~ ~~Dentsply Sirona Inc. | LAM Research Corporation | The Macerich Company~~

~~Other Public Boards in the Last Five Years:~~ ~~Altaba Inc.~~

Eric K. Brandt served as the Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, from February 2010 until February 2016, and he served as its Senior Vice President and Chief Financial Officer from March 2007 until February 2010. From September 2005 until March 2007, Mr. Brandt served as CEO and President and member of the Board of Avanir Pharmaceuticals, Inc. Beginning in 1999, he held various positions at Allergan, Inc., a global specialty pharmaceutical company, including Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, Mr. Brandt spent ten years with The Boston Consulting Group, a privately-held global business consulting firm, most recently serving as Vice President and Partner.

Mr. Brandt serves as the Chairman of the Board of Directors of Dentsply Sirona Inc., a dental product solutions company, and as a member of the Board of Directors of LAM Research Corporation, a semiconductor equipment company and The Macerich Company, a real estate investment trust. Mr. Brandt also previously served on the Board of Directors of Yahoo! Inc. from 2016 to 2017 and of Altaba Inc. (formerly Yahoo! Inc.) from 2017 to 2019. Mr. Brandt earned an M.B.A. degree from the Harvard Graduate School of Business and a B.S. degree in chemical engineering from the Massachusetts Institute of Technology.

~~Director Qualifications:~~

•

~~Cyber Safety, Technology Expertise~~

•

~~Leadership Experience~~

•

~~Public Company Board Experience~~

•

~~Strategic Transformation Experience~~

•

~~Business Combination and Partnership Experience~~

•

~~Financial Experience~~

•

~~Sales, Marketing and Brand Management Experience~~

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Susan P. Barsamian							Director Age: 64
	Director Since: 2009 Committee Memberships: • Compensation • Nominating & Governance (Chair) • Technology and Cybersecurity Other Current Public Boards: • Box, Inc. • Five9, Inc. Other Public Boards in the Last Five Years: • None				From 2006 to 2016, Ms. Barsamian served in various executive roles at Hewlett Packard including Chief Sales and Marketing Officer for Hewlett Packard Enterprise Software and General Manager of the Enterprise Cybersecurity Products business. Prior to joining Hewlett Packard, Ms. Barsamian was Vice President, Global Go-to-Market for high growth at Mercury Interactive, Senior Vice President Marketing for Critical Path and held various leadership roles at Verity where she was based in London for four years. Ms. Barsamian serves on the board of directors of Box, Inc., a cloud content management company, Five9, Inc., a cloud contact center software company; and the Kansas State University Foundation. She also served on the Board of the National Action Council for Minorities in Engineering (NACME) from 2012 to 2017, including as Chairman of the Board from 2016 to 2017. She received a B.S. degree in Electrical Engineering from Kansas State University and completed post-graduate studies at the Swiss Federal Institute of Technology. The Board believes Ms. Barsamian’s qualifications to sit on our Board of Directors include her extensive technical, business, and leadership experience in the technology industry, including over 35 years of experience as an operating executive and her focus on enterprise software sales and global go-to-market strategies. She has served as an executive and board member for major cloud, computer and cybersecurity companies, and has operated in a broad range of roles from sales and marketing to product, research and development, and business operations. Ms. Barsamian also has experience serving as a public company outside director.

	Pavel Baudis							Director Age: 63
	Director Since: 2022 Committee Memberships: • Technology & Cybersecurity Other Current Public Boards: • None. Other Public Boards in the Last Five Years: • None.				Pavel Baudis co-founded Avast and served as one of Avast’s Directors from the incorporation of AVAST Software a.s. in 2006 until 2014. In 1988, Mr. Baudis wrote the original software program from which Avast’s current portfolio of security solutions has developed. Prior to co-founding Avast, Mr. Baudis was a graphics specialist at the Czech Computer Research Institute (VUMS). Mr. Baudis holds an MS in Information Technology from the Prague School of Chemical Engineering. The Board believes Mr. Baudis’s qualifications to sit on our Board of Directors include his extensive technical, business, cybersecurity, and leadership experience in the technology industry, including as a founder, director and an operating executive and his focus on enterprise software sales and global go-to-market strategies.

26 | Gen™2023Proxy

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Eric K. Brandt							Director Age: 61
	Director Since: 2020 Committee Memberships: • Audit (Chair) Other Current Public Boards: • Dentsply Sirona Inc. • LAM Research Corporation • The Macerich Company Other Public Boards in the Last Five Years: • Altaba Inc.				Eric K. Brandt served as the Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, from February 2010 until February 2016, and he served as its Senior Vice President and Chief Financial Officer from March 2007 until February 2010 . From September 2005 until March 2007, Mr. Brandt served as CEO and President and member of the Board of Avanir Pharmaceuticals, Inc. Beginning in 1999, he held various positions at Allergan, Inc., a global specialty pharmaceutical company, including Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, Mr. Brandt spent ten years with The Boston Consulting Group, a privately-held global business consulting firm, most recently serving as Vice President and Partner. Mr. Brandt serves as the Chairman of the Board of Directors of Dentsply Sirona Inc., a dental product solutions company, and as a member of the Board of Directors of LAM Research Corporation, a semiconductor equipment company and The Macerich Company, a real estate investment trust. Mr. Brandt also previously served on the Board of Directors of Yahoo! Inc. from 2016 to 2017 and of Altaba Inc. (formerly Yahoo! Inc.) from 2017 to 2019. The Board believes Mr. Brandt’s qualifications to sit on our Board of Directors include his extensive leadership and management experience, including as an executive officer and director of multiple public companies, his broad financial skillset as a Chief Financial Officer, his experience overseeing and leading public companies through business combinations and strategic transformational events, and his expansive exposure to the innovation and technology sectors.

Gen™2023Proxy | 27

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Frank E. Dangeard							Chair of the Board Managing Partner, Harcourt Age: 65
	~~Age:~~ 64 Director Since: 2007 Committee Memberships: • Audit \| • Nominating & Governance Other Current Public Boards: • NatWest Group plc (U.K.) \| • IHS Towers limited (Cayman) ~~\| IHS Holding Limited (Mauritius) \|~~ • Spear Investments, B.V. (the Netherlands)21 Other Public Boards in the Last Five Years: • RPX Corp.				Frank E. Dangeard has been Chairman of the Board of Directors of Gen since December 2019 (and prior to that he served on the Board of directors of Symantec from January 2007 to November 2019). He is Managing Partner of Harcourt. From September 2004 to February 2008, he was Chairman and CEO of Thomson SA (France). From 2002 to September 2004, he was Deputy CEO of Orange S.A. (formerly France Télécom S.A. (France)). He joined Thomson SA (France) in 1997 as Deputy CEO and was appointed Vice Chairman in 2000. Prior to joining Thomson SA, Mr. Dangeard was Managing Director of SG Warburg & Co. Ltd. (U.K.) and Chairman of SG Warburg France. Before joining SG Warburg, Mr. Dangeard was a lawyer with Sullivan & Cromwell LLP in New York and London. Mr. Dangeard also serves on the Board of Directors of the NatWest Group (ex. RBS Group, U.K.), IHS Towers limited (Cayman) and Spear Investments, N.V. (the Netherlands). He is Chairman of NatWest Markets (U.K.), the investment banking arm of NatWest Group. He graduated from the Ecole des Hautes Etudes Commerciales, the Paris Institut d’Etudes Politiques and from the Harvard Law School. Mr. Dangeard splits his time between Europe and the United States. The Board believes Mr. Dangeard’s qualifications to sit on our Board of Directors include his broad international experience in managing and leading media and technology companies, his significant experience holding executive officer positions, and his extensive public company board service.

Frank E. Dangeard joined NortonLifeLock’s Board of Directors in January 2007, and was appointed Chair of the Board of Directors of NortonLifeLock in December 2019. He is Managing Partner of Harcourt. From September 2004 to February 2008, he was Chairman and CEO of Thomson SA (France). From 2002 to September 2004, he was Deputy CEO of Orange S.A. (formerly France Télécom S.A. (France)). He joined Thomson SA (France) in 1997 as Deputy CEO and was appointed Vice Chairman in 2000. Prior to joining Thomson SA, Mr. Dangeard was Managing Director of SG Warburg & Co. Ltd. (U.K.) and Chairman of SG Warburg France. Before joining SG Warburg, Mr. Dangeard was a lawyer with Sullivan & Cromwell LLP in New York and London.

Mr. Dangeard also serves on the Board of Directors of the NatWest Group (ex. RBS Group, U.K.), IHS Holding Limited (Mauritius), and IHS Towers (Cayman). He is Chairman of NatWest Markets (U.K.), the investment banking arm of NatWest Group and chairman of Spear Investments, B.V. (the Netherlands). He graduated from the Ecole des Hautes Etudes Commerciales, the Paris Institut d’Etudes Politiques and from Harvard Law School. Mr. Dangeard splits his time between Europe and the United States.

~~Director Qualifications:~~

•

~~Cyber Safety, Technology Expertise~~

•

~~Leadership Experience~~

•

~~Public Company Board Experience~~

•

~~Strategic Transformation Experience~~

•

~~Business Combination and Partnership Experience~~

•

~~Financial Experience~~

•

~~Sales, Marketing and Brand Management Experience~~

2
1

Securities of Spear Investments, B.V. are traded on the Euronext Amsterdam stock exchange and IHS Towers is a subsidiary of IHS Holding ~~Limited.~~Limited, which is traded on the New York Stock Exchange.

28 | Gen™2023Proxy

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Nora M. Denzel							Director Age: 60
	Director Since: 2019 Committee Memberships: • Audit • Compensation • Technology and Cybersecurity Other Current Public Boards: • Advanced Micro Devices, Inc. • SUSE SA Other Public Boards in the Last Five Years: • Telefonaktiebolaget LM Ericsson (Sweden) • Talend S.A.				Nora M. Denzel previously served as interim CEO of Outerwall Inc., an automated retail solutions provider, from January to August 2015. Prior to Outerwall, Ms. Denzel held senior executive management positions from February 2008 through August 2012 at Intuit Inc., a consumer/SMB cloud financial management software company, including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise (formerly Hewlett-Packard Company), including Senior Vice President and General Manager, Software Global Business Unit from May 2002 to February 2006 and Vice President of Storage Organization from August 2000 to May 2002. Prior to that, Ms. Denzel held executive positions at Legato Systems Inc. and IBM Corporation. Ms. Denzel serves on the Board of Directors of Advanced Micro Devices, Inc., and SUSE SA. She serves on the non-profit board of the National Association of Corporate Directors. She holds a Master of Business Administration degree from Santa Clara University and a B.S. degree in Computer Science from the State University of New York. In addition, she holds an NACD Directorship Certification (NACD.DC). The Board believes Ms. Denzel’s qualifications to sit on our Board of Directors include her leadership, governance, risk management and technical experience that she gained as an executive officer of technology companies and as a director of both public and private company boards.

Gen™2023Proxy | 29

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Peter A. Feld							Director Managing Member, Portfolio Manager and Head of Research, Starboard Value LP Age: 44
	Director Since: 2018 ~~Age:~~ 59Committee Memberships: ~~Director Since:~~ ~~2019~~• ~~Committee Memberships:~~ ~~Audit \|~~ Compensation ~~\| Technology~~(Chair) • Nominating and ~~Cybersecurity~~Governance Other Current Public Boards: ~~Advanced Micro Devices,~~ • Green Dot Corporation Other Public Boards in the Last Five Years: • GCP Applied Technologies Inc. ~~(AMD) \| Telefonaktiebolaget LM Ericsson \| SUSE SA~~(Chair) • Magellan Health, Inc. • AECOM • Marvell Technology Group Ltd. • The Brink’s Company • Insperity, Inc.				Peter A. Feld has served as a Managing Member, Portfolio Manager and Head of Research of Starboard Value LP (Starboard) since April 2011. Prior to founding Starboard in 2011, Mr. Feld was a Managing Director and Head of Research at Ramius LLC for funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius in February 2005, Mr. Feld was an analyst in the Technology Investment Banking group at Banc of America Securities LLC. Mr. Feld has served on the board of directors of Green Dot Corporation, a financial technology company, since March 2022. Mr. Feld previously served as a member of the boards of directors of GCP Applied Technologies, Inc., a technology company, from June 2020 until it was acquired by Compagnie de Saint-Gobain S.A. in September 2022; Magellan Health, Inc., a healthcare company, from March 2019 until it was acquired by Centene Corporation in January 2022; AECOM, a multinational infrastructure firm, from November 2019 to June 2020; Marvell Technology Group Ltd., a storage, networking and connectivity semiconductor solutions company, from May 2016 to June 2018; The Brink’s Company, a global leader in security-related services, from January 2016 to November 2017; Insperity, Inc., an industry-leading HR services provider, from March 2015 to June 2017; Darden Restaurants, Inc., a full-service restaurant company, from October 2014 to September 2015; Tessera Technologies, Inc. (n/k/a Xperi Corporation), a leading product and technology licensing company, from June 2013 to April 2014; and Integrated Device Technology, Inc., a company that designed, developed, manufactured and marketed a range of semiconductor solutions for the advanced communications, computing and consumer industries, from June 2012 to February 2014. Mr. Feld received a B.A. degree in Economics from Tufts University The Board believes Mr. Feld’s qualifications to sit on our Board of Directors include his broad experience as a director serving on other public company boards, significant financial expertise in the technology sector, and business acumen that includes advising multiple companies through various transformational experiences and business combinations.

30 | Gen™2023Proxy

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Emily Heath							Director Age: 49
	Director Since: 2021 Committee Memberships: • Audit • Technology and Cybersecurity (Chair) Other Current Public Boards: • None Other Public Boards in the Last Five Years: ~~Talend S.A.~~ •

Nora M. Denzel previously served as interim CEO of Outerwall Inc., an automated retail solutions provider, from January to August 2015. Prior to Outerwall, Ms. Denzel held senior executive management positions from February 2008 through August 2012 at Intuit Inc., a consumer/SMB cloud financial management software company, including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise (formerly Hewlett-Packard Company), including Senior Vice President and General Manager, Software Global Business Unit from May 2002 to February 2006 and Vice President of Storage Organization from August 2000 to May 2002. Prior to that, Ms. Denzel held executive positions at Legato Systems Inc. and IBM Corporation. Ms. Denzel serves on the Board of Directors of Advanced Micro Devices, Inc., Telefonaktiebolaget LM Ericsson (Sweden) and SUSE SA. She serves on the non-profit board of the National Association of Corporate Directors. She holds a Master of Business Administration degree from Santa Clara University and a B.S. degree in Computer Science from the State University of New York.

~~Director Qualifications:~~

•

~~Cyber Safety, Technology Expertise~~None

•

~~Leadership Experience~~

•

~~Public Company Board Experience~~

•

~~Strategic Transformation Experience~~

•

~~Business Combination and Partnership Experience~~

•

~~Financial Experience~~

•

~~Sales, Marketing and Brand Management Experience~~

~~Peter A. Feld~~Emily Heath has served as a General Partner of Cyberstarts, a venture capital firm, since February 2023. Previously, from August 2022, she served as a Board Advisor and Chief Product Marketing Officer for Cyberstarts. She served as Senior Vice President, Chief Trust and Security Officer at DocuSign, Inc. from October 2019 through March 2022. Prior to that, Ms. Heath served as Vice President, Chief Information Security Officer at United Airlines, Inc. from February 2017 through October 2019. Before joining United Airlines, Ms. Heath held numerous positions at AECOM, an infrastructure consulting firm, from 2013 through 2017, most recently as its Vice President, Chief Information Security Officer. Ms. Heath is a former Detective with the British Police where she led investigations into large scale investment frauds, identity theft and money laundering cases, working with London’s Serious Fraud Office, the FBI and the SEC.

Ms. Heath currently serves on the Board of Directors of LogicGate, Inc., a private cloud-based governance, risk and compliance management company and Wiz, a private cloud security company.

She went to school in the United Kingdom and is trained in multiple areas of investigations, risk and security.

The Board believes Ms. Heath’s qualifications to sit on our Board of Directors include her depth of knowledge and experience regarding cybersecurity and broad international exposure in the innovation and technology sectors. She has held various senior leadership positions in public companies and has significant experience managing teams that oversee cybersecurity and data privacy issues.

	Vincent Pilette							CEO & Director Age: 51
	Director Since: 2019 ~~Managing Member and Head of Research, Starboard Value LP~~ ~~Age:~~ 43 ~~Director Since:~~ ~~2018~~ Committee Memberships: ~~Compensation (Chair) \| Nominating and Governance~~ • None Other Current Public Boards: ~~GCP Technologies Inc. \| Green Dot Corporation~~ • None Other Public Boards in the Last Five Years: ~~Magellan Health, Inc. \| AECOM \|~~ ~~Marvell~~ • None				In 2019, Mr. Pilette was appointed CEO of NortonLifeLock, renamed Gen in 2022 after the acquisition of Avast. As CEO, Mr. Pilette led the separation of the consumer assets of Symantec and their transformation into NortonLifelock, the global leader in consumer Cyber Safety. Mr. Pilette directed and implemented the strategy that led to the acquisition of Avast and the formation of Gen. Prior to joining Gen in May 2019, Mr. Pilette served as Chief Financial Officer of Logitech International S.A. (Switzerland), a consumer electronics company listed on the Nasdaq Global Market and the SIX Swiss Exchange, from September 2013 to May 2019. Mr. Pilette has substantial expertise at technology companies with over 20 years of senior operating and management experience in the Technology ~~Group Ltd. \|~~ sector, including additional positions at Electronics For Imaging, and Hewlett-Packard in the U.S. and EMEA. Mr. Pilette currently serves on the board of directors of SonicWall, a privately held software company in the cyber security space. Mr. Pilette holds an M.S. in engineering and business from Université Catholique de Louvain in Belgium and an M.B.A. from Kellogg School of Management at Northwestern University in Chicago. The ~~Brink’s Company \| Insperity, Inc.~~ Board believes Mr. Pilette’s qualifications to sit on our Board of Directors include his depth of knowledge and experience regarding Gen, its business and its strategic business combinations and ongoing transformation. He has also substantial expertise at technology companies and has held various executive officer and leadership positions within multiple public companies. Further, he has broad international exposure and innovation and technology experience, and his business acumen and knowledge are invaluable to our Board of Directors.

Peter A. Feld has served as a Managing Member, Portfolio Manager and Head of Research of Starboard Value LP since April 2011. Prior to founding Starboard in 2011, Mr. Feld was a Managing Director and Head of Research at Ramius LLC for funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius in February 2005, Mr. Feld was an analyst in the Technology Investment Banking group at Banc of America Securities LLC. Mr. Feld currently serves as Chair of the board of directors of GCP Applied Technologies Inc., and as a member of the board of directors of Green Dot Corporation, a payments company. Mr. Feld previously served on the boards of directors of a number of companies including Magellan Health, Inc., from March 2019 to January 2022, AECOM, from November 2019 to June 2020, Marvell Technology Group Ltd. from May 2016 to June 2018, The Brink’s Company from January 2016 to November 2017, Insperity, Inc. from March 2015 to June 2017, Darden Restaurants, Inc. from October 2014 to September 2015, Tessera Technologies, Inc. (n/k/a Xperi Corporation) from June 2013 to April 2014 and Integrated Device Technology, Inc. from June 2012 to February 2014. Mr. Feld received a B.A. degree in Economics from Tufts University.

~~Director Qualifications:~~

•
Gen™2023Proxy | 31

~~Cyber Safety, Technology Expertise~~

•

~~Leadership Experience~~

•

~~Public Company Board Experience~~

•

~~Strategic Transformation Experience~~

•

~~Business Combination and Partnership Experience~~

•

~~Financial Experience~~

•

~~Sales, Marketing and Brand Management Experience~~

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Sherrese M. Smith							~~Emily Heath~~Director Managing Partner, Paul Hastings LLC Age: 51
	Director Since: 2021 ~~Age:~~ 48 ~~Director Since:~~ ~~2021~~ Committee Memberships: ~~Audit \|~~ • Nominating & Governance • Technology and Cybersecurity ~~(Chair)~~ Other Current Public Boards: ~~None~~ • Cable One, Inc. Other Public Boards in the Last Five Years: ~~None~~ •

Emily Heath served as Senior Vice President, Chief Trust and Security Officer at DocuSign, Inc. from October 2019 through March 2022. Prior to that, Ms. Heath served as Vice President, Chief Information Security Officer at United Airlines, Inc. from February 2017 through October 2019. Before joining United Airlines, Ms. Heath held numerous positions at AECOM, an infrastructure consulting firm, from 2013 through 2017, most recently as its Vice President, Chief information Security Officer. Ms. Heath is a former Detective with the British Police where she led investigations into large scale investment frauds, identity theft and money laundering cases working with London’s Serious Fraud Office, the FBI and the SEC. Ms. Heath currently serves on the Board of Directors of LogicGate, Inc., a private cloud-based governance, risk and compliance management company and Wiz, a private cloud security company. She went to school in the United Kingdom and is trained in multiple areas of investigations, risk and security.

~~Director Qualifications:~~

•

~~Cyber Safety, Technology Expertise~~None

•

~~Leadership Experience~~

•

~~Strategic Transformation Experience~~

•

~~Business Combinations and Partnerships Experience~~

•

~~Financial Experience~~

•

~~Sales, Marketing and Brand Management Experience~~

~~Vincent Pilette~~Sherrese Smith has served as a corporate partner at Paul Hastings LLP, a global law firm, since 2013, where she is a member of the firm’s media, technology and telecommunications practice and currently serves as Managing Partner, where she helps direct the growth, management, and strategy of the firm. She previously served as Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith is known as one of the country’s preeminent Data Privacy and Cybersecurity and Media and Technology attorneys. Ms. Smith regularly counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response issues across various jurisdictions (including the U.S., E.U., and Asia). Mr. Smith is also renowned for superior advisement on crisis issues and, as a result, is regularly sought after by corporate board members and the C-suite. Prior to joining Paul Hastings, Ms. Smith served as Chief Counsel to Chairman Julius Genachowski at the Federal Communications Commission from 2009 to 2013, before which she was Vice President and General Counsel of Washington Post Digital and served in various other leadership positions from 2002 to 2009.

~~CEO & Director~~Ms. Smith also currently serves as a member of the Board of Directors of Cable One, Inc., a broadband communications provider.

~~Age:~~ 50She is also a member of the Northwestern University’s Law School board, a member of the University of Maryland’s Journalism School board as well as American’s Public Television Stations executive board. Ms. Smith holds a bachelor’s degree in Finance from the University of South Carolina and a Juris Doctor from the Northwestern University Pritzker School of Law.

~~Director Since:~~ ~~2019~~

~~Committee Memberships:~~ ~~None~~

~~Other Current Public Boards:~~ ~~None~~

~~Other Public Boards in the Last Five Years:~~ ~~None~~

The Board believes Ms. Smith’s qualifications to sit on our Board of Directors include her extensive management and leadership experience, broad exposure to cybersecurity matters, experience as a director serving on other public company boards, reputation for her business acumen, and her extensive experience advising on media, data privacy, and technology matters.

Vincent Pilette has substantial expertise at technology companies, with over 20 years of management experience in the U.S. and EMEA. As Chief Financial Officer, Mr. Pilette played a key role in the sale of the Enterprise Security assets to Broadcom and led key restructuring initiatives at NortonLifeLock. Upon the closing the Broadcom transaction, Mr. Pilette was named Chief Executive Officer of NortonLifeLock by the Board and led the Company to become a leader in Consumer Cyber Safety. Prior to joining NortonLifeLock in May 2019, Mr. Pilette served as Chief Financial Officer of Logitech International S.A. (Switzerland), a consumer electronics company listed on the Nasdaq Global Market and the SIX Swiss Exchange. From September 2013 to May 2019 he was responsible for the company’s financial strategies and worldwide finance organization, managing consolidated revenues of almost three billion dollars. In addition, Mr. Pilette was a key partner to Logitech’s CEO to shape and direct the implementation of all aspects of the company’s business strategies. Prior to Logitech, Mr. Pilette served as Chief Financial Officer of Electronics for Imaging (EFI), a global technology imaging company, and as Vice President of Finance for Hewlett Packard Enterprise’s multi-billion-dollar server, storage and networking business.

~~Mr. Pilette holds an M.S. in engineering and business from Université Catholique de Louvain in Belgium and an M.B.A. from Kellogg School of Management at Northwestern University in Chicago.~~

~~Director Qualifications:~~

•
32 | Gen™2023Proxy

~~Cyber Safety, Technology Expertise~~

•

~~Leadership Experience~~

•

~~Public Company Board Experience~~

~~Strategic Transformation Experience~~

~~Financial Experience~~

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

	Ondrej Vlcek							President and Director Age: 45
	Director Since: 2022 Other Current Public Boards: • None. Other Public Boards in the Last Five Years: • None.				~~Sherrese M. Smith~~Ondrej Vlcek previously served as CEO of Avast from July 2019 until September 2022, having also served as President of Avast Consumer, the largest business within the company, and directed the development of Avast’s artificial intelligence-based cloud security network. Mr. Vlcek was also a key member of the executive team that took the company public on the London Stock Exchange in May 2018. ~~Director~~Previously, he held the combined position of Executive Vice-President & General Manager, Consumer, and Chief Technology Officer at Avast from 2014 to 2018. In this role, he led Avast’s transformation from a traditional PC antivirus vendor to the leading provider of a full portfolio of protection, privacy, and performance products for consumers. ~~Managing Partner, Paul Hastings LLC~~Prior to that, Mr. Vlcek was chief developer, heading the team that developed one of the first ever antivirus programs for Windows. Mr. Vlcek holds an MS in Mathematics from Czech Technical University in Prague. He is a recognized industry speaker having delivered keynotes at several high-profile events including RSA, Web Summit, Black Hat and SXSW. ~~Age:~~ 50 ~~Director Since:~~ ~~2021~~ ~~Committee Memberships:~~ ~~Nominating & Governance \| Technology~~The Board believes Mr. Vlcek’s qualifications include his extensive technical, business, and ~~Cybersecurity~~ ~~Other Current Public Boards:~~ ~~Cable One, Inc.~~ ~~Other Public Boards~~leadership experience in the ~~Last Five Years:~~ ~~None~~ technology industry and his depth of knowledge and experience regarding Avast products. He also has significant experience as a leader during strategic transformations in large company’s lifecycles. The Board believes his extensive management experience, broad international exposure and emerging market experience and innovation and technology experience, including through his service as Chief Executive Officer of technology companies, make him a valuable member of our Board.

Sherrese Smith has served as a corporate partner at Paul Hastings LLP, a global law firm, since 2013, where she is a member of the firm’s media, technology and telecommunications practice and currently serves as Managing Partner and Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith regularly counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response issues across various jurisdictions (including the U.S., EU, and Asia). Prior to joining Paul Hastings, Ms. Smith served as Chief Counsel to Chairman Julius Genachowski at the Federal Communications Commission from 2009 to 2013, before which she was Vice President and General Counsel of Washington Post Digital, and served in other leadership positions from 2002 to 2009. Ms. Smith also currently serves as a member of the Board of Directors of Cable One, Inc., a broadband communications provider. Ms. Smith holds a bachelor’s degree in Finance from the University of South Carolina and a Juris Doctor from the Northwestern University Pritzker School of Law.Diversity Matrix*

~~Director Qualifications:~~

•

~~Cyber Safety, Technology Expertise~~

Total Number of Directors	10
Gender:	Male	Female
Number of directors based on gender identity	6	4
Number of directors who identify in any of the categories below:
African American or Black	0	1
Asian	0	1
White	6	2
LGBTQ+	1

•
*

~~Leadership Experience~~

•

~~Public Company Board Experience~~

•

~~Strategic Transformation Experience~~

•

~~Business Combination and Partnership Experience~~

•

~~Financial Experience~~

•

~~Sales, Marketing and Brand Management Experience~~

~~Summary of Director Qualifications and Experience~~

Our Board is comprised of directors with complementary skills and qualifications needed to effectively oversee our business strategy. The Nominating and Governance Committee annually reviews the skills and characteristics required of members of the Board in the context of the composition of the Board and the stage of the business of NortonLifeLock.

Board Diversity Matrix*

Total Number of Directors 9
Gender: Male Female
Number of directors based on gender identity 5 4
Number of directors who identify in any of the categories below:
African American or Black 0 1
Asian 1 1
White 4 2
LGBTQ+ 1

Based on our current Board composition as of July ~~18, 2022.~~17, 2023.

Director Compensation

~~TABLE OF CONTENTS~~

~~Director Compensation~~

Director Compensation Highlights

•

Fees for committee service and service on the Board

•

Emphasis on equity in the overall compensation mix

•

Full-value equity grants with time-based vesting

•

No performance-based equity award

•

Robust stock ownership guideline

•

Stockholder approved annual limit on non-employee director compensation

•

Policies prohibiting hedging and pledging by our directors

Gen™2023Proxy | 33

TABLE OF CONTENTS

Proposal No. 1 — Election of Directors

The policy of the Board is that the compensation for independent directors should be a mix of cash and equity-based compensation. ~~NortonLifeLock~~Gen does not pay employee directors for Board service in addition to their regular employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees from ~~NortonLifeLock.~~Gen for their services. The Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to director compensation.

~~Annual Fees:~~Fiscal Year 2023 Director Compensation Changes

In June 2022, in accordance with the recommendation of the Compensation Committee, and based on input from its compensation consultant, the Board ~~determined~~amended and restated our non-employee director compensation policy for FY23 to increase our Independent Chair cash retainer from $75,000 to $100,000 to better reflect market practice and to appropriately compensate our Chair for his time, commitment, and contributions to the ~~non- employee directors’~~Board and to require vesting for director fees and RSUs.

Annual Fees: Pursuant to our amended and restated non-employee director compensation policy, non-employee directors were entitled to the following cash retainers for ~~FY22 as follows.~~FY23.

2022 Annual Retainers:
2023 Annual Retainers:
All Non-Employee Directors	$	50,000	$	50,000
Independent Chair	$	75,000	$	100,000
Audit Committee Chair	$	15,000	$	15,000
Compensation Committee Chair	$	15,000	$	15,000
Nominating and Governance Committee Chair	$	10,000	$	10,000
Technology and Cybersecurity Committee Chair	$	15,000	$	10,000
Audit Committee Membership	$	5,000	$	15,000
Compensation Committee Membership	$	10,000	$	10,000
Nominating and Governance Committee Membership	$	5,000	$	5,000
Technology and Cybersecurity Committee Membership	$	10,000	$	5,000

Committee chairs are entitled to receive the committee membership retainer in addition to the committee chair retainer.

~~The payment of the annual cash retainer is~~Such retainers are earned in equal portions quarterly on December 1st, March 1st, June 1st and September 1st, subject to the terms of NortonLifeLock’s 2013 Equity Incentive Plan (the 2013 Plan) and NortonLifeLock’s non-employee director compensation policy, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the retainer payable todirector’s service through each ~~director for serving as a member. We pay the annual retainer fee and any additional annual fees to each director at the beginning of the fiscal year.~~such date. Directors who join ~~NortonLifeLock~~Gen after the beginning of the fiscal year receive a prorated cash payment in respect of their annual retainer fee and fees. ~~These payments are considered earned when paid. Accordingly, we do not require them~~

Each non-employee director can also elect to ~~be repaid~~receive his or her annual retainer fee in the ~~event a director ceases serving~~form of restricted stock units (RSUs) covering whole shares in lieu of cash payments, which will be granted on the ~~capacity~~date of the Annual Meeting of Stockholders immediately following such election (or on the date of appointment for new non-employee directors who join the Board between annual meetings) and which ~~he or she was compensated.~~will vest on the same dates as the cash retainers.

Annual Equity Awards. Pursuant to our amended and restated non-employee director compensation policy, ~~adopted by our Board,~~beginning in ~~FY22,~~FY23, on the date of each annual meeting of stockholders, each non-employee ~~member of the Board received~~director is entitled to receive an annual award of ~~fully vested restricted stock units (RSUs) under the 2013 Plan on the first day of fiscal year 2021,~~RSUs having a fair market value on the grant date equal to $260,000, which will vest 100% on the earlier of the first anniversary of the date of grant and the next annual meeting of stockholders, subject to the director’s continued service through the vesting date. The amount of such grants will be prorated for directors who are appointed between annual meeting of stockholders.

Change in Control. In the event of a ~~predetermined dollar value, which~~change in control, all unearned cash fees and unvested RSU awards granted to non-employee directors under the non-employee director compensation policy will accelerate in full.

Gap Period. On the date of the 2022 Annual Meeting of Stockholders, each non-employee director serving on the Board during the period from the first day of FY23 to the date of the 2022 Annual Meeting of Stockholders (such period, the Gap Period) was ~~$260,000 for FY22.~~also entitled to receive a prorated annual cash retainer fee equal to $20,833, prorated committee

2022 Annual Equity Awards:
All Non-Employee Directors $ 260,000

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fees, and fully vested whole shares with a fair market value on the grant date equal to $108,833 to compensate such directors for their service on the Board during the Gap Period. Non-employee directors could elect to receive fully vested whole shares on the date of the 2022 Annual Meeting of Stockholders in lieu of cash for their prorated annual cash retainer fee.

Stock-Approved Limited on Non-Employee Directors Compensation. Our stockholder approved 2013 Plan also provides that the aggregate value of all compensation paid or granted, as applicable, to any individual for service as a non-employee director of our Board of Directors with respect to any fiscal year, including awards granted under the 2013 Plan and cash fees paid by us to such non-employee director, will not exceed $900,000 in total value.

Director Stock Ownership Guidelines: The Compensation Committee adopted the following stock ownership guidelines for our non-employee directors to better align our directors’ interests with those of our stockholders:

•

Directors must maintain a minimum holding of company stock with a fair market value equal to ten times (10x) such director’s total annual cash retainer;

•

In the event the annual retainer (or any portion thereof) is paid to a non-employee director in equity instead of cash, the value of such annual retainer for purposes of calculating the minimum holding requirement means the grant date fair value of the annual equity award (or applicable portion thereof);

•

New directors will have five years to reach the minimum holding level; and

•

Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants.

The stock ownership information for each of our directors is shown under the heading “Security Ownership of Certain Beneficial Owners and Management” on page 47 of this proxy statement. As of June 15, ~~2022,~~2023, all our directors had either met their stock ownership requirement or had remaining time to do so.

~~Fiscal 2022 Director Compensation~~

Fiscal 2023 Director Compensation

The following table provides information for ~~FY22~~FY23 compensation for all of our current non-employee directors:

	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)(3)		Total ($)		Fees Earned or Paid in Cash ($)(1)(2)		Stock Awards ($)(3)		Total ($)
Susan P. Barsamian		30,029		309,971		340,000		98,333		368,806		467,139
Pavel Baudis(4)								25,000		259,988		284,988
Eric K. Brandt		30,029		309,971		340,000		73,333		368,806		442,139
Frank E. Dangeard		95,029		309,971		405,000		180,833		368,806		549,639
Nora M. Denzel		80,008		259,992		340,000		73,333		368,806		442,139
Peter A. Feld		30,029		309,971		340,000		98,333		368,806		467,139
Kenneth Y. Hao		29		309,971		310,000
Kenneth Y. Hao(5)								20,851		108,817		129,668
Emily Heath		30,029		309,971		340,000		98,333		368,806		467,139
Sherrese M. Smith		10,029		309,971		320,000		79,999		368,806		448,805

(1)

~~The aggregate full grant date fair value~~Represents (i) non-employee director annual retainer and committee fees earned in four equal quarterly installments on September 1, 2022, March 1, 2023, June 1, 2023 and September 1, 2023, respectively, and (ii) non-employee director prorated retainer and committee fees for ~~each director’s annual stock award and retainer fee elected to be paid in stock was calculated in accordance with~~ the ~~Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 for awards granted during FY22.~~Gap Period that were fully earned on September 13, 2022.

(2)

~~Each~~In lieu of cash, certain non-employee ~~director was~~directors (Ms. Barsamian, Mr. Dangeard, Mr. Feld, Ms. Heath, and Ms. Smith) elected to receive their (i) annual retainer fee of $50,000 in the form of 2,302 RSUs, which were granted ~~10,248 RSUs~~ on ~~May~~September 13, ~~2021,~~2022, with a per share fair value of ~~$25.37~~$21.72 and an aggregate grant date fair value of ~~$259,992.~~

~~(3)~~

~~In lieu~~$49,999, and which vest in four equal quarterly installments on December 1, 2022, March 1, 2023, June 1, 2023 and September 1, 2023, respectively, and (ii) prorated retainer fee of ~~cash, each non-employee director, other than Ms. Denzel, elected to receive 100% of his or her annual retainer fee~~$20,833 for the Gap Period in the form of ~~our common stock. Accordingly, pursuant to the terms~~959 shares of ~~the 2000 Director Equity Incentive Plan, each was~~stock, which were granted ~~1,970 shares at~~on September 13, 2022, with a per share fair value of ~~$25.37~~$21.72 and aggregate grant date fair value of $20,829, and which were fully vested at the time of grant. The aggregate grant date fair value was calculated in accordance with FASB ASC Topic 718. To the extent that the value of the retainer exceeded the fair value of the RSUs and shares granted, the difference was awarded in the form of cash.

(3)

Amounts shown in this column reflect the aggregate grant date fair value of the following awards, calculated in accordance with FASB ASC Topic 718: (i) an annual award granted to each non-employee director (excluding Mr. Hao) for 11,970 RSUs on September 13, 2022, with a per share fair value of $21.72 and an aggregate grant date fair value of ~~$49,979.~~$259,988, and which vest 100% on September 12, 2023 (the date of our

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2023 Annual Meeting of Stockholders), and (ii) a Gap Period award granted to each non-employee director (excluding Mr. Baudis) for 5,010 shares of stock on September 13, 2022, with a per share fair value of $21.72 and an aggregate grant date fair value of $108,817, and which were fully vested at the time of grant. As of March 31, 2022, each non-employee director held the following number of outstanding and unvested RSUs:

	~~Certain Changes Beginning in Fiscal Year 2023~~	Number of RSUs Outstanding and Unvested (#)
Susan P. Barsamian			13,121
Pavel Baudis(4)			11,970
Eric K. Brandt			11,970
Frank E. Dangeard			13,121
Nora M. Denzel			11,970
Peter A. Feld			13,121
Kenneth Y. Hao(5)			—
Emily Heath			13,121
Sherrese M. Smith			13,121

(4)

Mr. Baudis joined the Board on September 13, 2022 and the Technology and Cybersecurity Committee on March 21, 2023.

(5)

Mr. Hao did not stand for re-election and retired from the Board, effective September 13, 2022, which was the date of the 2022 Annual Meeting of Stockholders.

Certain Changes Beginning in Fiscal Year 2024

In June ~~2022,~~2023, in accordance with the recommendation of the Compensation Committee, and based on input from its compensation consultant, the Board approved certain changes to our non-employee director compensation policy for fiscal year ~~2023 (FY23)~~2024 (FY24) to increase our ~~Independent~~Nominating and Governance Committee Chair and member cash ~~retainer~~retainers. For FY24, the Nominating and ~~to require vesting for director fees and RSUs.~~

~~Annual Fees.~~ ~~For FY23, the Independent~~Governance Committee Chair cash retainer was increased from ~~$75,000~~$10,000 to ~~$100,000~~$12,500, and the cash retainer paid to each member of the Nominating and Governance Committee was increased from $5,000 to $7,500, in each case, to better reflect market practice and to appropriately compensate our Nominating and Governance Committee Chair and members for ~~his~~their time, commitment and contributions to the Board. Further, each non-employee director will earn his or her annual retainer fee and committee cash fees in equal portions quarterly on December 1st, March 1st, June 1st and September 1st, subject to the director’s service through each such date.

Each non-employee director will also be permitted to elect to receive such director’s annual retainer fee in the form of restricted stock units in lieu of cash, which will be granted on the date of the annual meeting immediately following such election (or on the date of appointment for new non-employee directors who join the Board between annual meetings) which will vest on the same dates as the cash retainer.

~~TABLE OF CONTENTS~~

~~Equity Awards~~. In addition, beginning with FY23, on the date of the annual meeting occurring during each fiscal year, each non-employee director will receive an annual award of restricted stock units having a fair market value on the grant date equal to $260,000, which will vest 100% on the earlier of the first anniversary of the date of grant and the next annual meeting, subject to the director’s continued service through the vesting date. The amount of such grants will be prorated for directors who are appointed between annual meetings.

~~Change in Control~~. In the event of a change in control, all unearned cash fees and unvested restricted stock unit awards granted to non-employee directors under the non-employee director compensation policy will accelerate in full.

~~Gap Period~~. On the date of the 2022 Annual Meeting, each non-employee director serving on the Board during the period from the first day of FY23 to the date of the 2022 Annual Meeting (such period, the Gap Period) will also receive a prorated annual cash retainer fee equal to $20,833, prorated committee fees, and a fully vested award of stock with a fair market value on the grant date equal to $108,833 to compensate such directors for their service on the Board during the Gap Period. Non-employee directors may elect to receive stock in lieu of cash for all of their prorated annual cash retainer fee for the Gap Period in the form of a fully vested stock award on the date of the 2022 Annual Meeting.

A full description of updates to our non-employee director compensation policy beginning with ~~FY23~~FY24 will be provided in our proxy statement in respect of ~~FY23.~~FY24.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ~~EIGHT~~TEN NOMINATED DIRECTORS.

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~~PROPOSAL NO.~~Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2

~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The Audit Committee has appointed KPMG LLP (KPMG) as our principal independent registered public accounting firm to perform the audit of our consolidated financial statements for fiscal year ~~2023.~~2024. As a matter of good corporate governance, the Audit Committee has decided to submit its selection of independent audit firm to stockholders for ratification. If this appointment of KPMG is not ratified by a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter, the Audit Committee will review its future selection of KPMG as our independent registered public accounting firm.

The Audit Committee first approved KPMG as our independent auditors in September 2002, and KPMG audited our financial statements for ~~FY22.~~FY23. Representatives of KPMG are expected to attend the Annual Meeting with the opportunity to make a statement and respond to appropriate questions from stockholders present at the Annual Meeting with respect to this proposal.

~~Principal Accountant Fees and Services~~

Principal Accountant Fees and Services

We regularly review the services and fees from our independent registered public accounting firm, KPMG. These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for our audit. Our Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.

In addition to performing the audit of our consolidated financial statements, KPMG provided various other services during fiscal years ~~2022~~2023 and ~~2021.~~2022. Our Audit Committee has determined that KPMG’s provisioning of these services, which are described below, does not impair KPMG’s independence from ~~NortonLifeLock.~~Gen. The aggregate fees billed for fiscal years ~~2022~~2023 and ~~2021~~2022 for each of the following categories of services are as follows:

Fees Billed to NortonLifeLock	FY22			FY21
Fees Billed to Gen							FY23			FY22
Audit fees(1)		$	5,395,309		$	7,021,702		$	7,904,033		$	5,395,309
Audit related fees(2)		$	122,000			—		$	—		$	122,000
Tax fees(3)		$	102,852		$	238,925		$	20,668		$	102,852
All other fees(4)		$	362,000			—		$	—		$	362,000
Total fees		$	5,982,161		$	7,260,627		$	7,924,701		$	5,982,161

The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Exchange Act, and these categories include the following components:

(1)

“Audit fees” include fees for audit services principally related to the year-end examination and the quarterly reviews of our consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with our acquisitions and divestitures and statutory audit fees.

(2)

“Audit related fees” include fees, which are for assurance and related services other than those included in Audit fees.

~~(3)~~

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Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

(3)

“Tax fees” include fees for tax compliance and advice.

(4)

“All other fees” include fees for all other non-audit services, principally for services in relation to certain information technology audits.

An accounting firm other than KPMG performs supplemental internal audit services for ~~NortonLifeLock.~~Gen. Another accounting firm provides the majority of ~~NortonLifeLock’s~~Gen’s outside tax services.

~~Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm~~

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

All of the services relating to the fees described in the table above were approved by the Audit Committee.

~~THE BOARD RECOMMENDS A VOTE~~ ~~“FOR”~~ ~~APPROVAL OF PROPOSAL NO. 2~~

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Proposal No. 3 — Advisory Vote to Approve Executive Compensation

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3

~~PROPOSAL NO. 3~~

~~ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~

In accordance with Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement. Accordingly, you are being asked to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to ~~NortonLifeLock~~Gen Digital Inc.’s named executive officers, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby approved.”

As described more fully in the Compensation Discussion & Analysis section of this proxy statement, we believe our named executive officers are compensated in a manner consistent with our pay-for-performance philosophy and corporate governance best practices.

We believe that our compensation program balances the interests of all of our constituencies — our stockholders, our executive officers, the remainder of our employee base, our business partners and our community — by, among other things, focusing on achievement of corporate objectives, attracting and retaining highly-qualified executive management and maximizing stockholder value. We encourage you to read the Compensation Discussion & Analysis, compensation tables and narrative discussion related to executive compensation in this proxy statement.

The vote to approve the compensation of our named executive officers is advisory and, therefore, not binding. Although the vote is non-binding, the Compensation Committee and the Board value your opinion and will consider the outcome of the vote in establishing its compensation philosophy and making future compensation decisions. Our current policy is to hold such an advisory vote each year, and we expect to hold another such advisory vote ~~with respect to approve to executive compensation~~ at the ~~2023~~2024 Annual Meeting of Stockholders.

~~THE BOARD RECOMMENDS A VOTE~~ ~~“FOR”~~ ~~APPROVAL OF PROPOSAL NO. 3~~

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~~PROPOSAL NO. 4~~

~~APPROVAL OF AMENDMENT OF THE 2013 EQUITY INCENTIVE PLAN~~

We are asking stockholders to approve the amendment of the 2013 Equity Incentive Plan (2013 Plan) to eliminate the term of the plan. If this amendment is not approved, our 2013 Plan will terminate on October 22, 2023, and we will not be able to grant any awards under the 2013 Plan following its termination. No new shares are being requested and no other material changes have been made to the 2013 Plan which require stockholder approval other than the elimination of the termination date.

~~Background of Amendment~~

We believe that amending the 2013 Plan to eliminate the term of the plan is in the best interests of our Company because of the continuing need to provide equity-based incentives to attract, motivate and retain the most qualified personnel and to respond to relevant market changes in equity compensation practices. The use of equity compensation has historically been a significant part of our overall compensation philosophy at NortonLifeLock and is a practice that we plan to continue. The 2013 Plan serves as an important part of this practice and is a critical component of the overall compensation package that we offer to retain and motivate our employees. In addition, awards under the 2013 Plan provide our employees with an opportunity to acquire or increase their ownership stake in us, and we believe this aligns their interests with those of our stockholders, creating strong incentives for our employees to work hard for our future growth and success. If Proposal No. 4 is not approved by our stockholders, we believe our ability to attract, motivate and retain the talent we need to compete in our industry would be seriously and negatively impacted and this could affect our long-term success.

~~Plan History~~

The 2013 Plan was originally adopted by the Board in July 2013, and it was approved by our stockholders in October 2013. Since the 2013 Plan became effective, it has been amended several times to, among other things, increase the number of shares and add certain features, which we believe promote compensation governance best practices. The plan was most recently amended by the Board in June 2022 to eliminate the term of the plan, subject to stockholder approval. The 2013 Plan was also amended by the Board to remove references to Section 162(m) of the Internal Revenue Code (Section 162(m)), which are no longer applicable, while retaining certain best practice performance-based award provisions.

The following table summarizes certain information regarding our equity incentive program, which includes our 2013 Plan and awards granted under other plans (other than our 2008 Employee Stock Purchase Plan). Our only active equity plans with available shares for future issuance are our 2013 Plan and our 2008 Employee Stock Purchase Plan.

			~~As of June 15,~~ ~~2022~~
~~Total number of shares of common stock subject to outstanding full value awards (including PRUs and RSUs) under the 2013 Plan(1)~~			~~9,531,858~~
~~Total number of shares of common stock subject to outstanding stock options under all plans (including options assumed in transactions)~~			~~190,891~~
~~Weighted-average exercise price of outstanding stock options(2)~~			~~$5.61~~
~~Weighted-average remaining term of outstanding stock options~~			~~3.52 years~~
~~Total number of shares of common stock available for future grant under the 2013 Plan~~			~~11,508,657~~

~~(1)~~

~~Includes unvested PRUs at the target grant level. There are no outstanding full value awards under any other equity plan.~~

~~Dilution, Burn Rate, and Equity Overhang~~

The Compensation Committee regularly reviews our burn rate and equity overhang activity to thoughtfully manage our long-term stockholder dilution. The following table provides detailed information regarding our burn rate and equity overhang activity for the last three fiscal years, which, in the interest of transparency, includes the impact of share repurchases that we made during such years.

~~TABLE OF CONTENTS~~

Fiscal 2022
(%)

Fiscal 2021
(%)

Fiscal 2020
(%)

Gross Burn Rate(1) 0.71 1.00 2.47
Net Burn Rate(2) 0.53 0.74 0.52
Equity Overhang(3) 4.00 4.32 5.40

~~(1)~~

Gross burn rate = total number of shares granted under all of our equity incentive plans during a period divided by the weighted average number of shares of common stock outstanding during that period and expressed as a percentage.

~~(2)~~

Net burn rate = total number of shares granted under all of our equity incentive plans during a period, minus the total number of shares returned to such plans through awards cancelled during that period, divided by the weighted average number of shares of common stock outstanding during that period and expressed as a percentage.

~~(3)~~

Overhang = total number of shares underlying options and awards outstanding plus shares available for issuance under all of our equity incentive plans at the end of a period divided by the weighted average number of shares of common stock outstanding during that period and expressed as a percentage.

~~The table below shows the number of options and full value awards granted in each of the last three years as well as the number of performance-based awards that were earned each year.~~

Fiscal Year
Option
Awards
Granted

Time-
Based
Options
Granted

Performance-
Based
Options
Granted(1)

Performance-
based
Options
Earned

Total Full-
Value
Awards
Granted

Time-
Based
RSUs
Granted

PRUs
Granted(1)

PRUs
Earned

2022 — — — — 6,730,293 4,149,490 2,580,803 150,132
2021 — — — 975,000 4,628,315 3,664,543 963,772 2,078,155
2020 1,625,000 — 1,625,000 650,000(2) 14,421,293 12,449,867 1,971,426 971,522

~~(1)~~

~~Amounts are reflected at target and reflect certain subsequent adjustments made to reduce the number of shares subject to the award.~~

~~(2)~~

~~Includes 650,000 shares that vested upon the closing of the sale of our Enterprise Security assets to Broadcom Inc.~~

~~Promotion of Compensation Governance Best Practices~~

~~The 2013 Plan is designed to promote compensation governance best practices and play an important part of our pay-for-performance philosophy:~~

•

~~No “evergreen” provision.~~ ~~The 2013 Plan has a fixed number of shares available for issuance. It is not an “evergreen” plan.~~

•

~~No “fungible share reserve.”~~ The 2013 Plan does not contain a “fungible share reserve.” Instead, each one share granted as a restricted stock award, RSU (including PRUs), stock option or stock appreciation right (SAR) under the 2013 Plan will count as the issuance of one share reserved for issuance under the 2013 Plan for the purpose of computing shares remaining available for issuance.

•

~~No discounted options or SARs.~~ ~~Stock options and SARs must be granted with an exercise price that is not less than 100% of the fair market value on the date of grant.~~

•

~~One year minimum vesting on options and SARs.~~ Subject to certain exceptions, each stock option and SAR granted under the 2013 Plan, other than a stock option or SAR granted in substitution for a stock option or SAR granted under a stock plan of a company acquired by the Company, is subject to a minimum service vesting requirement of one year from the date of grant of such stock option or SAR.

•

~~Repricing prohibited.~~ ~~Repricing or certain other exchanges of stock options and SARs for new 2013 Plan awards or cash is prohibited unless stockholder approval is first obtained.~~

•

~~Non-Employee Director Compensation Limit.~~ The aggregate value of all compensation paid or granted, as applicable, to any individual for service as a non-employee director of our Board of Directors with respect to any fiscal year, including awards granted under the 2013 Plan and cash fees paid by us to such non-employee director, will not exceed $900,000 in total value.

•

~~No recycling or liberal share counting.~~ No recycling of shares or “liberal share counting” practices are permitted under the 2013 Plan. Shares tendered to us or retained by us in the exercise or settlement of an award or for tax withholding, or shares that are repurchased on the open market with the proceeds of an option exercise price will not become available again for issuance under the 2013 Plan. In addition, the gross shares subject to a SAR award and not the net number of shares actually issued upon exercise of such SAR counts against the 2013 Plan reserve.

~~TABLE OF CONTENTS~~

~~Summary of our 2013 Equity Incentive Plan, as Amended~~

The following is a summary of the principal provisions of the 2013 Plan, as proposed to be amended. This summary does not purport to be a complete description of all of the provisions of the 2013 Plan. It is qualified in its entirety by reference to the full text of the 2013 Plan, which is set forth in Annex B to this proxy statement.

~~Administration. The Compensation Committee administers the 2013 Plan (except when the Board decides to directly administer the 2013 Plan).~~

~~Eligibility~~. Employees (including officers), consultants, independent contractors, advisors and members of the Board (including non-employee directors) are eligible to participate in the 2013 Plan. As of June 17, 2022, there were approximately 2,638 employees, including three executive officers, seven consultants, and eight non-employee directors that were eligible to receive awards under the 2013 Plan.

Since our executive officers and non-employee directors may participate in the 2013 Plan, each of our executive officers, non-employee directors and director nominees has an interest in Proposal No. 4.

~~Types of Awards~~. Awards that may be granted are stock options (both nonstatutory stock options and incentive stock options (which may only be granted to employees)), restricted stock awards, RSUs (including PRUs) and stock appreciation rights (each individually, an award).

~~Shares Reserved for Issuance. The total number of shares reserved under the 2013 Plan since the 2013 Plan’s adoption is 82,000,000 shares, with 11,508,657 shares available for future issuance as of June 15, 2022.~~

~~Shares Returned to the Plan~~. Shares that are subject to issuance upon exercise of an option but cease to be subject to such option for any reason (other than exercise of such option), shares that are subject to an award that is granted but is subsequently forfeited or repurchased by NortonLifeLock at the original issue price and shares that are subject to an award that terminates without shares being issued will again be available for grant and issuance under the 2013 Plan.

~~Shares Not Returned to the Plan~~. Shares that are withheld to pay the exercise or purchase price of an award or to satisfy any tax withholding obligations in connection with an award, shares that are not issued or delivered as a result of the net settlement of an outstanding option or SAR and shares that are repurchased on the open market with the proceeds of an option exercise price will not be available again for grant and issuance under the 2013 Plan.

~~Reduction of Shares~~. For purposes of determining the number of shares available for grant under the 2013 Plan, any equity award (i.e., an option, SAR, award of restricted stock or RSUs) will reduce the number of shares available for issuance by one share.

~~Per-Share Exercise Price. The per-share exercise price of stock options and SARs granted under the 2013 Plan must equal at least the fair market value of a share of our common stock on the grant date of the option or SAR.~~

~~No Repricing~~. The exercise price of an option or SAR may not be reduced (repriced) and no option or SAR may be cancelled in exchange for an award with a lower exercise price or cash without first obtaining stockholder approval (other than in connection with certain corporate transactions, including stock splits, stock dividends, mergers, spin-offs and certain other similar transactions).

~~Recoupment (Clawback) Policy; Insider Trading Policy~~. Under the 2013 Plan, awards granted under the 2013 Plan are subject to a clawback policy adopted by the Board or required by law. We maintain a formal clawback policy for recoupment of performance-based equity compensation, PRUs and other performance-based compensation granted under the 2013 Plan from the Company’s executive officers, including all named executive officers. Pursuant to this policy, the Board of Directors may seek to recoup certain incentive compensation from executives in the event that the Company is required to restate its financial statements due to fraud or intentional misconduct for three fiscal years preceding the date on which the Company is required to prepare an accounting restatement, or for certain violations of the Company’s policies. This policy operates in addition to any compensation recoupment provided for under the Company’s Executive Annual Incentive Plans or other equity arrangements. Awards under the 2013 Plan are also subject to compliance with the Company’s insider trading policy.

~~Number of Shares Per Calendar Year~~. No person will be eligible to receive more than 2,000,000 shares in any calendar year pursuant to the grant of awards under the 2013 Plan, except that new employees are eligible to receive up to a maximum of 3,000,000 shares in the calendar year in which they commence employment with us.

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~~Non-Employee Director Compensation Limit~~. Under the 2013 Plan, non-employee directors may be granted stock options and other equity awards either on a discretionary basis or pursuant to a policy adopted by the Board. Additionally, the aggregate value of all compensation paid or granted, as applicable, to any individual for service as a non-employee director of our Board of Directors with respect to any fiscal year, including awards granted under the 2013 Plan and cash fees paid by us to such non-employee director, will not exceed $900,000 in total value.

Beginning with the 2023 fiscal year pursuant to a policy adopted by the Board, on the date of the annual meeting occurring during each fiscal year, each non-employee director of the Board will receive an annual award of restricted stock units having a fair market value on the grant date equal to $260,000, which will vest 100% on the earlier of the first anniversary of the date of grant and the next annual meeting, subject to the director’s continued service through the vesting date. The amount of such grants will be prorated for directors who are appointed between annual meetings.

In addition, each non-employee director may elect to receive such director’s annual retainer fee in the form of restricted stock units in lieu of cash, which will be granted on the date of the annual meeting immediately following such election (or on the date of appointment for new non-employee directors who join the Board between annual meetings) and which will vest in equal portions quarterly on the same dates as the cash retainer.

On the date of the 2022 Annual Meeting, each non-employee director serving on the Board during the period from the first day of the 2023 fiscal year to the date of the 2022 Annual Meeting (such period, the Gap Period) will receive an additional prorated annual cash retainer fee equal to $20,833, prorated committee fees, and an additional fully vested award of stock with a fair market value on the grant date equal to $108,833 to compensate such directors for their service on the Board during the Gap Period. Non-employee directors may elect to receive stock in lieu of cash for all of their prorated annual cash retainer fee for the Gap Period in the form of a fully vested stock award on the date of the 2022 Annual Meeting.

~~Vesting and Exercisability~~. Awards become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the administrator and as set forth in the related award agreement. Vesting may be based on the passage of time in connection with services performed for us or upon achievement of performance goals or other criteria, which may include the performance goals that are set forth in the 2013 Plan. The maximum term of each option and SAR is ten years from the date of grant. As a matter of practice, options have generally been subject to a four-year vesting period with a one-year period before any vesting occurs and are currently granted with a maximum term of seven years from the date of grant. Options cease vesting on the date of termination of service or the death or disability of the employee, and generally expire three months after the termination of the employee’s service to NortonLifeLock or up to 12 months following the date of death or disability. However, if an employee is terminated for cause, the option expires upon termination. SARs become exercisable as they vest and are settled in cash or shares, as determined by the administrator, having a value at the time of exercise equal to (1) the number of shares deemed exercised, times (2) the amount by which NortonLifeLock’s stock price on the date of exercise exceeds the exercise price of SARs. RSUs are settled in cash or shares, depending on the terms upon which they are granted, and only to the extent that they are vested. Shares subject to a restricted stock award that are unvested remain subject to our right of repurchase.

~~Minimum Vesting~~. No stock option or SAR award granted on or after November 1, 2016 will vest until at least 12 months following the date of grant of the award; provided, however, that up to 5% of the shares authorized for issuance under the 2013 Plan as of November 1, 2016 may be subject to stock options and SAR awards granted on or after November 1, 2016 which do not meet such vesting (and, if applicable, exercisability) requirements.

~~No Dividends Paid on Unvested Awards~~. Under the 2013 Plan, dividend or dividend equivalent payments may be accrued but not paid on unvested equity awards. Any dividends or dividend equivalents on unvested awards are subject to the same vesting conditions as the awards to which they relate and may be paid at the time of vesting.

~~Method of Exercise~~. The exercise price of options and the purchase price, if any, of other stock awards may be paid by cash, check, wire transfer or, where expressly approved by the administrator and permitted by applicable law, cancellation of indebtedness of NortonLifeLock to the participant, surrender of shares held by the participant that have a fair market value on the date of surrender equal to the aggregate exercise price of the exercised or settled shares, cashless “net exercise” arrangement, waiver of compensation due or accrued to the participant for services rendered, broker assisted same-day sales (solely with respect to the exercise of an option) or other methods permitted by the 2013 Plan, the administrator and applicable law.

~~Adjustment of Shares~~. In the event of a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of NortonLifeLock without consideration or if there is a change in the corporate structure of NortonLifeLock, then (a) the number of shares reserved for issuance and future

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~~grant under the 2013 Plan, (b) the limits~~Proposal No. 4 — Advisory Vote on the ~~number~~Frequency of ~~shares~~Future Advisory Votes on Executive Compensation

THE BOARD RECOMMENDS A VOTE TO HOLD FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY “ONE YEAR” UNDER PROPOSAL NO. 4

In accordance with Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote on how frequently the Company should hold future advisory votes on the compensation of our named executive officers. Stockholders may indicate whether they would prefer to have future advisory votes on executive compensation every year, every two years, every three years or abstain from voting on this proposal.

Our prior say-on-frequency vote occurred in 2017. At the 2017 Annual Meeting, our stockholders agreed with the Board’s recommendation that may be issued to participants in a calendar year, (c) the exercise price and number of shares subject to outstanding options and SARs, (d) the maximum number of shares that may be issued as incentive stock options, (e) the maximum number of shares that may be issued to non-employee directors in a fiscal year and (f) the purchase price and number of shares subject to other outstanding awards, including restricted stock awards, will be proportionately adjusted, subject to any required action byadvisory votes on executive compensation should occur every year. After careful consideration, the Board orrecommends continuing to hold future advisory votes on compensation of our named executive officers annually. Our Board believes that holding a vote every year is the most appropriate option because (i) it would enable our stockholders to provide us with input regarding the compensation of our named executive officers on a timely basis; and (ii) it is consistent with our practice of frequently engaging with our stockholders, and ~~subject to compliance~~obtaining their input, on our corporate governance matters and our executive compensation philosophy, policies and practices. The frequency with ~~applicable securities laws. In~~which future advisory votes on compensation of our named executive officers are held is advisory, and therefore not binding. Although the ~~event of an extraordinary cash dividend, the Company may make certain adjustments in lieu of the above, including cash payments.~~

~~Corporate Transaction~~. In the event of a corporate transaction constituting change in the ownership or effective control of NortonLifeLock or a change in the ownership of a substantial portion of the assets of NortonLifeLock (as set forth in the 2013 Plan), the buyer may, among other alternatives, either assume outstanding awards or substitute equivalent awards, provided that all non-employee director awards will accelerate upon the closing of the transaction unless otherwise determined by the Board. If the buyer fails to assume or substitute awards issued under the 2013 Plan, all awards will accelerate upon the closing of the transaction, unless otherwise determined by the Board. Subject to any greater rights granted to participants as described in the foregoing, any outstanding awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets or other corporate transaction. The 2013 Plan also allowsvote is non-binding, the Compensation Committee orand the Board ~~to determine~~value your opinion and will consider the ~~vesting, exercisability and payment~~outcome of ~~awards,~~the vote in establishing the frequency with which ~~includes providing for~~ the ~~acceleration~~advisory vote on compensation of outstanding equity awards in connection with a change in control. In accordance with this provision, the Board has adopted the NortonLifeLock Inc. Executive Retention Plan, which provides for the acceleration of equity awardsour named executive officers will be held in the ~~event that an executive officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control.~~

~~Amendment or Termination of 2013 Plan~~. The 2013 Plan, as amended, does not have a term. However, the Board may at any time amend or terminate the 2013 Plan in any respect; provided, that the Board may not, without the approval of the stockholders of NortonLifeLock, amend the 2013 Planfuture. We expect to increase the number of shares that may be issued under the 2013 Plan, change the designation of employees or class of employees eligible for participation in the 2013 Plan, reduce (reprice) the exercise price of an option or SAR or cancel any option or SAR in exchange for an award with a lower exercise price or cash (other than in connection with certain corporate transactions, including stock splits, stock dividends, mergers, spin-offs and certain other similar transactions), or materially modify a provision of the 2013 Plan if the modification requires stockholder approval under Nasdaq rules.

~~Summary of Federal Income Tax Consequences of Awards Granted under the 2013 Equity Incentive Plan, as Amended~~

~~The following is a general summary as of the date of this proxy statement of the U.S. federal income tax consequences to NortonLifeLock and participants in the 2013 Plan~~hold another advisory vote with respect to ~~awards granted under the 2013 Plan. U.S. federal tax laws may change and U.S. federal, state and local tax consequences for any participant will depend upon his or her individual circumstances.~~

~~Tax Treatment of the Participant~~

~~Incentive Stock Options~~. An optionee will recognize no income upon the grant of an incentive stock option (ISO) and will incur no tax upon exercise of an ISO unless for the year of exercise the optionee is subject to the alternative minimum tax (AMT). If the optionee holds the shares purchased upon exercise of the ISO (the ISO Shares) for more than one year after the date the ISO was exercised and for more than two years after the ISO’s grant date (the required holding period), then the optionee generally will realize long-term capital gain or loss (rather than ordinary income or loss) upon disposition of the ISO Shares. This gain or loss will equal the difference between the amount realized upon such disposition and the amount paid for the ISO Shares upon the exercise of the ISO.

If the optionee disposes of ISO Shares prior to the expiration of the required holding period (a disqualifying disposition), then gain realized upon such disposition, up to the difference between the option exercise price and the fair market value of the ISO Shareshow frequently we should hold future advisory votes on the ~~date~~compensation of ~~exercise (or, if less,~~our named executive officers at the ~~amount realized on a sale~~2029 Annual Meeting of such ISO Shares), will be treated as ordinary income. Any additional gain will be capital gain, and treated as long-term capital gain or short-term capital gain depending upon the amount of time the ISO Shares were held by the optionee.

~~Alternative Minimum Tax~~. The difference between the exercise price and fair market value of the ISO Shares on the date of exercise is an adjustment to income for purposes of the AMT. Alternative minimum taxable income is determined by adjusting regular taxable income for certain items, increasing that income by certain tax preference items and reducingStockholders.

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this amount by the applicable exemption amount. If a disqualifying disposition of the ISO Shares occurs in the same calendar year as exercise of the ISO, there is no AMT adjustment with respect to those ISO Shares. Also, upon a sale of ISO Shares that is not a disqualifying disposition, alternative minimum taxable income is reduced in the year of sale by the excess of the fair market value of the ISO Shares at exercise over the amount paid for the ISO Shares.

~~Nonstatutory Stock Options~~. An optionee will not recognize any taxable income at the time a NSO is granted. However, upon exercise of a NSO, the optionee must include in income as compensation an amount equal to the difference between the fair market value of the shares on the date of exercise and the optionee’s exercise price. The included amount must be treated as ordinary income by the optionee and will be subject to income tax withholding by NortonLifeLock if the optionee is an employee. Upon resale of the shares by the optionee, any subsequent appreciation or depreciation in the value of the shares will be treated as long-term or short-term capital gain or loss depending upon the amount of time the NSO shares were held by the optionee.

~~Restricted Stock Units~~. In general, no taxable income is realized upon the grant of a RSU award (including awards of PRUs). The participant will generally include in ordinary income, which will be subject to income tax withholding by NortonLifeLock if the participant is an employee, the fair market value of the shares of stock that are delivered to the participant upon settlement, which generally occurs at the time the RSUs vest.

~~Restricted Stock~~. A participant receiving restricted shares for services recognizes taxable income when the shares become vested. Upon vesting, the participant will include in ordinary income an amount, which will be subject to income tax withholding by NortonLifeLock if the participant is an employee, equal to the difference between the fair market value of the shares at the time they become substantially vested and any amount paid for the shares. Upon resale of the shares by the participant, subsequent appreciation or depreciation in the value of the shares is treated as long-term or short-term capital gain or loss depending on the amount of time the shares were held by the participant.

If the participant makes an election under Section 83(b) of the Code, the participant will include in income as ordinary income the fair market value of the shares of stock on the date of receipt of the award, less any purchase price paid for such shares. The income will be subject to withholding by NortonLifeLock (either by payment in cash or withholding out of the participant’s award). If the award is subsequently forfeited, the participant will not receive any deduction for the amount treated as ordinary income.

~~Stock Appreciation Rights~~. A grant of a SAR has no federal income tax consequences at the time of grant. Upon the exercise of SARs, the value of the shares or other consideration received is generally taxable to the recipient as ordinary income, which will be subject to income tax withholding by NortonLifeLock if the recipient is an employee.

~~Tax Treatment of NortonLifeLock~~

Subject to any withholding requirement, the standard of reasonableness, and (if applicable) Section 162(m), NortonLifeLock generally will be entitled to a deduction to the extent any participant recognizes ordinary income from an award granted under the 2013 Plan.

~~ERISA Information~~

~~The 2013 Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.~~

~~Accounting Treatment~~

NortonLifeLock will recognize compensation expense in connection with awards granted under the 2013 Plan as required under applicable accounting standards. NortonLifeLock currently recognizes compensation expense associated with equity awards over an award’s requisite service period and establishes fair value of equity awards in accordance with applicable accounting standards.

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Proposal No. 5 — Stockholder Proposal Regarding Shareholder Ratification of Termination Pay

~~New Plan Benefits~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” PROPOSAL NO. 5.

The 2013 Plan does not provide for set benefits or amounts of awards and we have not approved any awards that are conditioned on stockholder approval of the 2013 Plan. However, as noted above, each non-employee member of the Board who elected to receive restricted stock units in lieu of their annual cash retainer fees under the 2013 Plan and is reelected for another term, will receive his or her grant on the date of the 2022 Annual Meeting. In addition, each non-employee director will receive an annual award of restricted stock units under the 2013 Plan, having a fair market value on the grant date equal to $260,000, an additional fully vested award of stock with a fair market value on the grant date equal to $108,833 to compensate such director for his or her service between the period from the first day of FY23 to the date of the 2022 Annual Meeting (referred to above as the Gap Period), and, to the extent such director elects to receive stock in lieu of the prorated annual cash retainer fee for the Gap Period, an additional fully vested award of stock with a fair market value on the grant date equal to $20,833. The following table summarizes the aggregate value of the shares that our current non-employee directors as a group may receive if they remain a director following the 2022 Annual Meeting (and assuming each director elects to receive restricted stock units in lieu of annual cash retainer fees and a fully vested award of stock in lieu of the prorated annual cash retainer fee for the Gap Period) and highlights the fact that none of our executive officers (including our named executive officers) or employees will receive any set benefits or awards that are conditioned upon stockholder approval of the 2013 Plan. All other future awards are discretionary and cannot be determined at this time.

~~Name~~	~~Stock Awards and~~ ~~Restricted Stock~~ ~~Units Granted~~
~~Named Executive Officers:~~
~~Vincent Pilette~~			—
~~Natalie M. Derse~~			—
~~Bryan Ko~~			—
~~All current executive officers as a group (3 persons)(1)~~			—
~~All current non-employee directors as a group (8 persons)~~		$	~~3,077,662(2)~~
~~All employees, excluding current executive officers~~			—

~~(1)~~

~~Consists of Mr. Pilette, Ms. Derse and Mr. Ko.~~

~~(2)~~

Consists of the sum of the following grants that may be made to each non-employee director, who is elected at the Annual Meeting: (i) an annual restricted stock unit award with a grant date fair market value equal to $260,000; (ii) an additional fully vested award of stock with a grant date fair market value equal to $108,833; and (iii) assuming that each non-employee director elects to receive restricted stock units in lieu of annual cash retainer fees and a fully vested award of stock in lieu of the prorated annual cash retainer fee for the Gap Period, restricted stock units with a grant date fair market value equal to $50,000 and a fully vested award of stock with a grant date fair market value equal to $20,833. The number of shares subject to each non-employee director’s stock awards and RSU awards will not be determinable until the grant date. See the section entitled “Director Compensation” on page 29 for more information.

~~As of June 15, 2022, since the inception of the 2013 Plan, the aggregate number of awards granted to each named executive officer and the various indicated groups under the 2013 Plan are:~~

~~Name~~	~~Number of Awards~~ ~~Granted under 2013 Plan(1)~~
~~Named Executive Officers:~~
~~Vincent Pilette~~		~~1,786,153~~
~~Natalie M. Derse~~		~~746,762~~
~~Bryan Ko~~		~~797,908~~
~~All current executive officers as a group (3 persons)(2)~~		~~3,330,823~~
~~All current non-employee directors as a group (8 persons)(3)~~		~~329,430~~
~~All employees, excluding current executive officers~~		~~111,797,488~~

~~(1)~~

No awards have been granted under the 2013 Plan to any associate of any of our directors (including nominees) or executive officers and no person received 5% or more of the total awards granted under the 2013 Plan since its inception.

~~(2)~~

~~Consists of Mr. Pilette, Ms. Derse and Mr. Ko.~~

~~(3)~~

All the non-employee directors who are nominees for election as a director are included within this group in addition to Mr. Hao, who was not nominated for election. The total number of shares that such nominees were granted on an individual basis are as follows: Susan P. Barsamian: 39,941; Eric K. Brandt: 24,611; Frank E. Dangeard: 94,790; Nora M. Denzel: 26,148; Peter A. Feld: 43,988; Emily Heath: 12,791; and Sherrese M. Smith: 12,791.

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~~Equity Compensation Plan Information~~

The following table gives information about NortonLifeLock’s common stock that may be issued upon the exercise of options, warrants and rights under all of NortonLifeLock’s existing equity compensation plans as of April 1, 2022:

~~Equity Compensation Plan Information~~

~~Plan Category~~

~~Number of Securities~~
~~to be Issued Upon~~
~~Exercise of~~
~~Outstanding Options,~~
~~Warrants and Rights~~

~~Weighted-Average~~
~~Exercise Price of~~
~~Outstanding Options,~~
~~Warrants and Rights~~

~~Number of Securities~~
~~Remaining Available for~~
~~Future Issuance Under~~
~~Equity Compensation Plans~~
~~(Excluding Securities~~
~~Reflected in Column (a))~~

(a)

(b)

~~(c)~~

~~Equity compensation plans approved by security holders~~

—

~~54,839,883~~ ~~(1)~~

~~Equity compensation plans not approved by security~~
~~holders~~

—~~(2)~~

—

~~Total~~

—

~~54,839,883~~

~~(1)~~

Represents 31,785,751 shares remaining available for future issuance under NortonLifeLock’s 2008 Employee Stock Purchase Plan, including shares subject to purchase during the current offering period, which commenced on February 16, 2022 (the exact number of which will not be known until the purchase date on August 15, 2022), 8,936,356 shares issuable upon settlement of PRUs and RSUs (at 100% of target), and 14,117,776 shares issuable for future grant under our 2013 Plan as of April 1, 2022.

~~(2)~~

Excludes outstanding options to acquire 196,449 shares as of April 1, 2022 that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was $5.51 as of April 1, 2022. In connection with these acquisitions, NortonLifeLock has only assumed outstanding options and rights, but not the plans themselves, and therefore, no further options may be granted under these acquired-company plans.

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~~PROPOSAL NO. 5~~

~~STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER RATIFICATION OF TERMINATION PAY~~

John Chevedden, on behalf of Kenneth Steiner (the Proponent), has notified us that he intends to present the following proposal at the Annual Meeting and that Mr. Steiner owns the requisite number of ~~NortonLifeLock~~Gen shares.

For the reasons set forth by ~~NortonLifeLock~~Gen in the section titled “Company Statement in Opposition” following the Proponent’s Proposal and supporting statement, ~~NortonLifeLock~~Gen recommends a vote AGAINST the Proponent’s Proposal. The Board and ~~NortonLifeLock~~Gen accept no responsibility for the proposal and supporting statement.

Proposal 5 — Shareholder Ratification of Termination Pay

Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.

“Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.

“Estimated total value” ~~includes:~~includes lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management ~~employees,~~employees; post-employment consulting fees or office ~~expense~~expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.

The Board shall retain the option to seek shareholder approval after material terms are agreed upon. This proposal gives management maximum flexibility because it places no limit on termination pay. Elevated termination pay simply needs to be subject to a nonbinding shareholder vote.

Generous performance-based pay can ~~sometimes~~ be ~~justified~~ok but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target ~~short-term~~ bonus better aligns management pay with shareholder interests.

For instance, at one company, which does not have this policy, if the CEO is terminated, ~~without cause, whether or not his termination follows a change in control,~~ he ~~will~~could receive ~~$39~~$44 million in termination pay ~~nearly 7-times~~— over 10 times his base salary plus short-term bonus. The same person could receive a whopping $124 million in accelerated equity payouts in the event of a change in control, even if he remained employed.

This proposal topic won our 38% support in 2022. Meanwhile from early 2022 to early 2023 our stock declined from $29 to $21.

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Proposal No. 5 — Stockholder Proposal Regarding Shareholder Ratification of Termination Pay

It is in the best interest of ~~NortonLifeLock~~Gen Digital shareholders and the morale of Gen Digital employees, who do not get golden parachutes, to be protected from such lavish management termination packages for ~~one person. This~~a few top Gen Digital executives.

Proposals like this proposal ~~would also be a good supplement to our established Financial Code of Ethics.~~received between 51% and 65% support at:

It is important to have this policy in place so that NortonLifeLock management stays focused on improving company performance as opposed to seeking a business combination mostly to trigger a management golden parachute windfall.AbbVie (ABBV)
FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
Fiserv (FISV)

~~This proposal is more important at NortonLifeLock because Mr. Vincent Pilette’s FY21 annual pay was $13 million and our stock has been mostly flat since its $30 price in 2017.~~

This proposal is a governance improvement proposal like the 2021 shareholders proposal to establish a permanent policy for an independent NortonLifeLock board chairman which won our 51% support. The 51% vote was truly impressive because management opposed this shareholder proposal and management opposition typically gets a ton of automatic votes.

Please check this proxy for management’s response to our 51% vote. If management makes a fig leaf response to a majority shareholder vote shareholders can consider whether to vote against the chair of the Governance Committee which may still be Ms. Susan Barsamian.

~~This proposal topic also won 58% support at the 2021 FedEx annual meeting.~~

Please vote yes:

Shareholder Ratification of Termination Pay — Proposal 5

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Proposal No. 5 — Stockholder Proposal Regarding Shareholder Ratification of Termination Pay

Our Board of Directors’ Statement in Opposition to Proposal No. 5

~~NortonLifeLock’s Board~~Gen’s board of ~~Directors~~directors (Board) unanimously recommends a vote “AGAINST” the stockholder proposal.

The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of ~~NortonLifeLock~~Gen and its stockholders.

As disclosed elsewhere in this Proxy Statement, we maintain ~~strong pay governance~~ policies and practices with respect to the post-termination compensation of ~~executives.~~our executives, which align with governance best practices. The following discussion highlights these policies and practices, including the fact that we already prohibit cash severance payments exceeding 2.99 times base salary plus annual bonus without first seeking stockholder approval. As such, the Board believes the limitations the Proponent seeks to impose with his proposal are unnecessary in light of long-standing policies and practices of the Board and the Compensation and Leadership Development Committee (the Compensation Committee) and would unduly restrict their ability to design appropriate pay packages and address specific circumstances.

Cash severance payments for executive officers are already limited to less than 2.99 times base salary plus annual bonus.

Our Corporate Governance Guidelines ~~were recently amended to formalize~~reflect the Compensation Committee’s long-standing, self-imposed limit on cash severance benefits as a multiple of an executive officer’s annual base salary plus target bonus. As a result, we will not enter into any new employment agreement, severance agreement or similar arrangement with any of our executive officers, or establish any new severance plan or policy covering any of our executive officers, that, in each case, provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus, without first seeking stockholder approval of such agreement, plan, policy or arrangement.

The Proponent states that stockholders need protection from “lavish management termination packages for ~~one person,~~a few top Gen Digital employees,” suggesting we have such termination packages without identifying a single instance thereof. In ~~point of~~ fact, our existing executive severance plans in which our executive officers participate provide for much lower levels of cash severance payments than the Compensation Committee’s now-formalized limit or the limit the Proponent seeks to impose. Please see the section entitled “Executive Compensation and Related Information — Potential Payments Upon Termination or Change-In-Control” for more information regarding the payments that are provided for under these severance plans.

The proposal’s limits on equity compensation go too far.

The Proponent seeks to restrict the acceleration of vesting of equity awards in connection with a termination of service by including the value of this benefit in the amount of “severance or termination payments” to be applied against the limit. However, our stockholders have already voted on and given the Board and the Compensation Committee full discretion to ~~accelerate~~act in the best interests of the Company and its shareholders when accelerating vesting of equity awards under our equity compensation ~~plan, which we~~plan. We believe that approval of our 2013 Equity Incentive Plan (2013 Plan) indicates that stockholders recognize that the Board and ~~CLDC~~Compensation Committee need the flexibility to design and approve appropriate pay packages and address specific circumstances, as further outlined below.

Our stockholders approved an equity compensation plan that allows for acceleration of outstanding equity awards in connection with a change in control or death or disability.

The 2013 Plan, which was most recently approved by our stockholders with ~~90%~~92% of the votes cast at our ~~2018~~2022 Annual Meeting of Stockholders, allows the board of directors and the Compensation Committee to provide for the acceleration of outstanding equity awards in connection with a change in control.

In accordance with these provisions, the Board has adopted the ~~NortonLifeLock~~Gen Digital Inc. Executive Retention Plan (Executive Retention Plan), which provides for the acceleration of equity awards in the event that an executive officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control. The Board and the Compensation Committee believes that this change in control severance benefit, which is

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Proposal No. 5 — Stockholder Proposal Regarding Shareholder Ratification of Termination Pay

also used by a substantial majority of public companies, encourages executives to remain with the Company during a potential change in control, which further aligns their interests with those of our stockholders when evaluating any such potential transaction.

Similarly, while the award agreements covering all of our performance-based and time-based restricted stock units provide for acceleration in the event of death or disability, such provisions are permitted under our stockholder approved 2013 Plan and are consistent with the practice of many of our peers and encourage our employees to remain employed with the Company.

Further, when we next submit our 2013 Plan to our stockholders for approval, we intend to amend our 2013 Plan to further clarify the circumstances in which equity awards may be accelerated in the event of a qualifying termination (including in connection with a change of control) and request that stockholders approve such provisions, as amended.

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The proposal could create increased risk for stockholders and create a misalignment between our executives and our stockholders during a change-in-control transaction.

The proposal would significantly limit the Board’s and the Compensation Committee’s flexibility to provide reasonable assurance to our senior executives that they could realize the full expected value of their previously granted equity awards even if a change-of-control transaction were completed. Without this incentive to retain senior executives during a potential change in control, our ability to deliver maximum stockholder value in such a transaction could be impaired. The risk of job loss following a change in control, coupled with a limit on the value that may be realized from previously granted equity awards, may present an unnecessary distraction for our senior executives and could lead them to begin seeking new employment while a transaction is being negotiated or is pending.

The Executive Retention Plan is designed to avoid distractions and potential conflicts of interest that could otherwise arise when a potential change-in-control transaction is being considered. It permits our leadership team to remain focused on protecting stockholder interests and maximizing stockholder value. If the potential change-of-control transaction is in the best interests of our stockholders, our executive officers should be motivated to focus their full energy on pursuing this alternative, even if it is likely to result in the termination of their employment.

By including long-term equity incentive awards in the calculation of the proposed limit on “severance or termination benefits,” the proposal discourages the use of long-term equity incentive awards, which are tied to maximizing long-term stockholder value and help us to recruit and retain executive talent.

The proposal could potentially trigger a stockholder approval requirement in order for our senior executives to realize the full value of their previously granted equity awards. Since calling a special meeting of stockholders to obtain stockholder approval of such accelerated vesting would be expensive and impractical, the Board and the ~~CDLC~~Compensation Committee believe the proposal would have the effect of discouraging the use of long-term equity incentive awards and would directly conflict with the objectives of our executive compensation program. It could also have an adverse impact on our ability to recruit and retain executive talent, as it would put us at a competitive disadvantage against other companies, who do not face similar restrictions or uncertainty regarding their ability to offer termination protection.

Our long-term incentive compensation, paid in the form of performance-based and time-based restricted stock units, is designed to focus our executive officers on increasing stockholder value and to incentivize their contribution to our long-term growth and performance. The use of performance-based restricted stock units ensures that the amount of long-term incentive compensation granted is tied directly to both increases in stockholder value and the achievement of critically important multi-year performance objectives. Because their value is tied to our stock price, time-based restricted stock units strongly support the objectives of ensuring that pay is aligned with changes in stockholder value and creating commonality of interest between our executives and stockholders. Due to the multi-year performance and/or vesting requirements, all of our long-term incentives support the goal of retaining our key executives. Equity awards, which are predominantly performance-based, comprise a significant portion of our executives’ total compensation and are granted and accepted with the expectation that the executives will be given a fair opportunity to realize the full value of these awards.

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Proposal No. 5 — Stockholder Proposal Regarding Shareholder Ratification of Termination Pay

The proposal is unnecessary because stockholders already have opportunities to express their approval of our ~~post-termination~~post- termination compensation policies.

Each of our executive officers is an at-will employee and as such, does not have ~~an employment contract or~~ an individually negotiated severance arrangement. Our existing plans and policies governing post-termination compensation for executives are fully described in our proxy statement each year under “Executive Compensation and Related Information — Potential Payments Upon Termination or Change-In-Control” and, as such, stockholders have the opportunity to address those practices through our annual advisory vote on executive compensation. In addition, in the event of any merger, acquisition or other similar event, stockholders would have a further opportunity to express their views on any compensation to our named executive officers in connection with that transaction. ~~Stockholders also have~~

Additionally, our stockholders voted against a substantially similar proposal that was included in our proxy materials for the ~~chance to express their views on~~2022 Annual Meeting of Stockholders. The substantially similar proposal only received 38% support from our ~~ability to accelerate equity awards when deciding whether to approve the amendment of the 2013 Plan at the Annual Meeting.~~stockholders.

In sum, our Board believes that our current executive compensation policies and practices, including our plans and policies governing post-termination compensation, are reasonable, appropriate and effectively align the interests of our executives with those of our stockholders. Adoption of this proposal could create a misalignment between those interests and prevent us from effectively recruiting, motivating and retaining critical talent, and therefore would not be in the best interests of our stockholders.

~~TABLE OF CONTENTS~~

Vote Required

This Proposal No. 5 is advisory in nature and would constitute a recommendation to our Board if it is approved by stockholders. The affirmative vote of a majority of the stock having voting power present in person or represented by proxy and entitled to vote is required to approve this Proposal No. 5. Unless you indicate otherwise, your proxy will be voted “AGAINST” this proposal.

For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of ~~NortonLifeLock~~Gen or our stockholders and recommends that you vote “AGAINST” Proposal No. 5.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” PROPOSAL NO. 5.~~

PROXIES RECEIVED BY ~~NORTONLIFELOCK~~GEN WILL BE VOTED “AGAINST”

THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.

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~~OUR EXECUTIVE OFFICERS~~Our Executive Officers

The names, ages and positions of our executive officers aton July ~~18, 2022~~17, 2023 are shown below.

Name	Age		Position
Vincent Pilette		50			~~Chief Executive Officer~~
~~Natalie M. Derse~~		44			~~Chief Financial Officer~~
~~Bryan Ko~~		51		Chief Executive Officer
Natalie M. Derse	45		Chief Financial Officer
Bryan Ko	52		Chief Legal Officer, Secretary and Head of Corporate ~~Affairs~~Development
Ondrej Vlcek	45		President and Director

The Board chooses executive officers, who then serve at the Board’s discretion. There is no family relationship between any of the directors or executive officers and any other director or executive officer of ~~NortonLifeLock.~~Gen.

For information regarding Mr. Pilette and Mr. Vlcek, please refer to Proposal No. 1, “Election of Directors” above.

Ms. Derse has served as our Chief Financial Officer since July 2020. Ms. Derse previously served in numerous financial capacities with eBay, Inc., a global commerce marketplace, from July 2011 through July 2020, most recently as its Vice President and Chief Financial Officer, Global Product, Platform, Payments, Risk and Trust and previously as Vice President of Finance, Chief Audit Executive, Vice President, CFO Americas, Vice President, Americas Business Operations & General Manager Rest of Americas, and Senior Director, Global FP&A. Prior to joining eBay, Ms. Derse served in a variety of capacities at Stanley Black & Decker, Inc., a manufacturer of hand and power tools, from February 2008 through July 2011. Before that, Ms. Derse spent over ten years in numerous financial roles with General Electric Company, a global digital industrial company. Ms. Derse holds a Bachelor of Science degree in finance from the University of Dayton, Ohio.

Mr. Ko has served as our Chief Legal Officer, Secretary and Head of Corporate Affairs since January 2020. Before joining ~~NortonLifeLock,~~Gen, Mr. Ko served as Logitech International’s general counsel, corporate secretary and head of corporate development from January 2015 through January 2020. Prior to joining Logitech, he was general counsel and corporate secretary for Fuhu, Inc., a ~~late stage~~late-stage startup in 2014. From 2000 to 2014, he served in a variety of legal roles at Electronics For Imaging, Inc., including the last six years as general counsel and vice president of strategic relations. Prior to joining EFI, Bryan was an associate at Shearman & Sterling in the firm’s Mergers & Acquisitions and Real Property groups. He received his M.B.A. and Bachelor of Arts degrees from UC Berkeley and his J.D. from Rutgers University School of Law.

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~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of July ~~18, 2022,~~17, 2023, with respect to the beneficial ownership of ~~NortonLifeLock~~Gen common stock by (i) each stockholder known by ~~NortonLifeLock~~Gen to be the beneficial owner of more than 5% of ~~NortonLifeLock~~Gen common stock, (ii) each current member of the Board or director nominee, (iii) the named executive officers of ~~NortonLifeLock~~Gen included in the Summary Compensation Table appearing on page 7275 of this Proxy Statement and (iv) all current executive officers and directors of ~~NortonLifeLock~~Gen as a group.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Percentage ownership is based on ~~571,366,085~~639,416,231 shares of ~~NortonLifeLock~~Gen common stock outstanding as of July ~~18, 2022.~~17, 2023. Shares of common stock subject to ~~stock options and~~ restricted stock units vesting on or before September ~~16, 2022~~15, 2023 (within 60 days of July ~~18, 2022)~~17, 2023) are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.

Unless otherwise indicated, the address of each of the individuals and entities named below is c/o ~~NortonLifeLock~~Gen Digital Inc., 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281.

~~Five Percent Owners of Common Stock~~

Shares Beneficially Owned
Name and Mailing Address Number Percent
Vanguard Group Inc.(1)
PO Box 2600, V26, Valley Forge, PA 19482-2600
63,970,609 11.2%
Capital World Investors(2)
333 South Hope Street, Los Angeles, CA 90071
53,009,164 9.3%
BlackRock, Inc.(3)
55 East 52nd Street, New York, NY 10055
46,285,465 8.1%

Five Percent Owners of Common Stock

	Shares Beneficially Owned
Name and Mailing Address	Number		Percent
Vanguard Group Inc.(1) PO Box 2600, V26, Valley Forge, PA 19482-2600		67,934,185		10.6%
BlackRock, Inc.(2) 55 East 52nd Street, New York, NY 10055		61,729,736		9.7%
PaBa Software s.r.o.(3)		49,816,185		7.8%

(1)

~~(1)~~

Based solely on a Schedule ~~13G/A~~13F-HR filing made by The Vanguard Group on ~~February 10, 2022, The Vanguard Group has shared voting power over 940,807 shares, sole dispositive power over 61,573,603 shares and shared dispositive power over 2,397,006 shares.~~May 15, 2023.

(2)

Based solely on a Schedule ~~13G/A~~13F-HR filing made by ~~Capital World Investors~~Blackrock, Inc. on ~~February 11, 2022, Capital World Investors has sole voting and sole dispositive power over 53,009,164 shares.~~May 12, 2023.

(3)

Based solely on a Schedule ~~13G~~13D filing made on July 28, 2023 by Mr. Baudis, as the ~~BlackRock, Inc. on February 7, 2022, BlackRock, Inc. has~~ sole owner of PaBa Software s.r.o. (PaBa Software), and who is deemed to have full voting ~~power over 39,581,341~~ and ~~sole~~ dispositive ~~power over 46,285,465 shares.~~power. The mailing address of PaBa Software and business address of Pavel Baudis are located at Brabcova 1159/2, 147 00 Prague 4, Czech Republic.

~~Security Ownership of Executive Officers and Directors~~

Shares Beneficially
Owned

Name Number Percent
Peter A. Feld(1) 16,756,680 2.9%
Vincent Pilette(2) 1,355,361 *
Frank E. Dangeard 141,477 *
Kenneth Y. Hao(3) 88,211 *
Bryan S. Ko 159,242 *
Susan P. Barsamian(4) 47,444 *
Eric K. Brandt(5) 29,326 *

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Security Ownership of Certain Beneficial Owners and Management

Shares Beneficially
Owned

Name Number Percent
Natalie M. Derse 54,223 *
Nora M. Denzel 26,148 *
Sherrese M. Smith 15,250 *
Emily Heath 14,761 *
All Current Directors and Executive Officers as a Group (11 Persons) 18,688,123 3.3%

Security Ownership of Executive Officers and Directors

Shares Beneficially Owned

Name

Number

Percent

Pavel Baudis(1)

49,816,185

7.8%

Peter A. Feld(2)

18,974,715

3.0%

Ondrej Vlcek(3)

4,006,559

Vincent Pilette(4)

1,664,920

Bryan S. Ko

271,025

Natalie M. Derse

182,633

Frank E. Dangeard

149,172

Susan P. Barsamian(5)

55,139

Eric K. Brandt(6)

34,336

Nora M. Denzel

31,158

Sherrese M. Smith

22,945

Emily Heath

22,456

All Current Directors and Executive Officers as a Group (12 Persons)

75,231,243

11.8%

Less than 1%

(1)

The shares shown as beneficially owned by Mr. Baudis include 49,816,185 shares beneficially owned by PaBa Software s.r.o., of which Mr. Baudis exercises voting and dispositive power.

(2)

Includes ~~16,704,454~~18,914,794 shares of common stock beneficially owned by Starboard Value LP and its affiliates. Mr. Feld is a Managing Member, Portfolio Manager and the Head of Research of Starboard Value LP and may be deemed to share voting and dispositive power over these shares. This stockholder’s address is 777 Third Avenue, New York, New York 10017.

~~(2)~~
(3)

Includes ~~620,477~~302,001 shares of common stock held by the Vlcek Family Foundation for which Mr. Vlcek exercises voting and dispositive power.

(4)

Includes 103,000 shares held by the VPJW Revocable Trust and 517,477 shares held by the VPJW Exempt Gift Trust, both for which Mr. Pilette exercises voting and dispositive power.

~~(3)~~
(5)

These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management LLC, certain of its affiliates and certain of the funds they manage (Silver Lake) and pursuant to Mr. Hao’s arrangement with Silver Lake, upon the sale of these securities, the proceeds are expected to be remitted to Silver Lake.

~~(4)~~

Shares held by the Romans-Barsamian Revocable Trust for which Ms. Barsamian exercises voting and dispositive power.

~~(5)~~
(6)

Shares held by The Brandt Family Trust for which Mr. Brandt exercises voting and dispositive power.

Delinquent Section 16(a) Reports

Section 16 of the Exchange Act requires Gen’s directors, executive officers and any persons who own more than 10% of Gen’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC.

Based solely on its review of the Section 16(a) forms that were filed with the SEC and the written representations of its directors and executive officers, Gen believes that all of its executive officers and directors filed the required reports on a timely basis under Section 16(a), except for Ondrej Vlcek, who filed a late Form 4 on September 20, 2022 to report one transaction regarding the direct purchase of common stock, which occurred on September 15, 2022.

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~~EXECUTIVE COMPENSATION AND RELATED INFORMATION~~Executive Compensation and Related Information

Compensation Discussion & Analysis ~~(CD&A)~~

This compensation discussion and analysis (CD&A) ~~summarizes~~provides an overview of our executive compensation philosophy, our fiscal year ~~2022 (FY22)~~2023 (FY23) executive compensation program, and the ~~FY22~~FY23 compensation decisions made by the Compensation Leadership and Development Committee (Compensation Committee) with respect to the executive officers who are identified in the “Summary Compensation Table” below (NEOs):

~~NEOs~~

NEOs

Named Executive Officer			Title
Vincent Pilette			Chief Executive Officer (CEO)
~~Natalie Derse~~Ondrej Vlcek			~~Chief Financial Officer (CFO)~~President
~~Bryan Ko~~Natalie Derse			Chief Financial Officer (CFO)
Bryan Ko			Chief Legal Officer, Corporate Secretary and Head of Corporate Affairs

Executive Compensation Summary

~~About NortonLifeLock~~

~~NortonLifeLock has the largest Consumer~~About Gen

We are a global company powering Digital Freedom with a family of trusted consumer brands including Norton, Avast, LifeLock, Avira, AVG, ReputationDefender and CCleaner. Our core Cyber Safety portfolio provides protection across three key categories in multiple channels and geographies, including security and performance, identity protection, and online privacy. We have built a technology platform that brings together software and service capabilities within these three categories into a comprehensive and easy-to-use integrated platform across our brands. We bring award-winning technology, products and services in ~~the world, empowering nearly 80~~cybersecurity, privacy and identity protection to approximately 500 million users in more than 150 ~~countries. Our business is built around consumers,~~countries so they can live their digital lives safely, privately, and confidently today and for generations to come.

On September 12, 2022, we completed the merger with Avast (the Avast Merger), a global leader of digital security and privacy headquartered in Prague, Czech Republic. In connection with the Avast Merger, we changed our company name from NortonLifeLock, Inc. to Gen Digital Inc. (Gen) and appointed Ondrej Vlcek, Avast’s Chief Executive Officer, to be our President and to serve as ~~we are~~a member of our Board of Directors (Board). We created the ~~trusted~~position of President to ensure proper oversight over our combined company and ~~number one top~~to further advance our product portfolio.

We believe that the Avast Merger, with strong leadership, effective integration and disciplined execution, will allow Gen to accelerate its transformation of ~~mind brand in~~ consumer Cyber Safety.4

Today’s world is increasingly digital, and this digital world has changed the way we live our lives every day. Between the massive shift to working and learning from home, and the ever-growing utility and opportunities to play and transact online, people’s digital lives have become increasingly important. With each new digital interaction comes increased risk for consumers, as cybercriminals look to take advantage of these accelerating trends. This is why we view ourselves as a trusted ally for our customers in a complex digital world and are committed to advancing our vision of protecting each element of their digital lives.

We are uniquely positioned for driving the awareness of Cyber Safety for individuals, fueled by an increasingly connected world. We maintain a global, multi-channel direct acquisition and brand marketing program. This program is designed to grow our customer base by increasing brand awareness and understanding of our products and services and maximizing our global reach to prospective customers.

~~We help prevent, detect and restore potential damages caused by many cybercriminals.~~ We also ~~make it easy for consumers to find, buy~~believe that the combined strengths of Gen have created increased reach and ~~use~~capabilities combined with a broader and complementary product portfolio, which span beyond core security, into identity and privacy, and towards adjacent trust-based solutions.

FY23 Executive Compensation at a Glance

In connection with the Avast Merger, our products and services. To this end, we sell subscription-based Cyber Safety solutions primarily direct- to-consumer through our portfolio of websites and indirectly through partner relationships with retailers, telecom service providers, hardware original equipment manufacturers (OEMs), strategic partners and employee benefit providers. Most of our subscriptions are sold on annual terms, but we also offer monthly subscriptions. As of April 1, 2022, we have nearly 80 million total users, which come from direct, indirect, and freemium channels. Of the total users, we have over 23 million direct customers with whom we have a direct billing relationship.

~~FY22 Executive Compensation at a Glance~~

~~FY22 marked our second full year as a stand-alone pure consumer Cyber Safety company, which brought with it new challenges as well as opportunities. Our~~ Compensation Committee ~~once again~~ approved an executive compensation program that was intended to drive ~~enterprise~~long-term value creation for ~~NortonLifeLock~~our combined company and our stockholders and reward actual performance for both short-term and long-term objectives, with commensurate payouts for extraordinary performance. ~~In addition,~~Specifically, in setting the annual compensation of our ~~FY22~~CEO and determining the initial compensation program took into account the critical retention concerns that we faced due to top 100 leaders being aggressively approached and recruited by other companies in the highly competitive talent market in which we compete, which concerns were exacerbated byof our ~~increased retention needs stemming from our proposed acquisition of Avast.~~new

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~~Based on 2022 NortonLifeLock brand tracking study.~~

TABLE OF CONTENTS

~~Our Compensation Philosophy~~

Executive Compensation and Related Information

President, our Board approved their inclusion in our pre-existing Value Creation Program (VCP), with 100% of their VCP awards earned based on absolute and relative share price appreciation over the long-term. We also considered the importance of diversity, equity, and inclusion as our employee population grew both by number and footprint, and our Compensation Committee incorporated diversity-related metrics for the first time into our annual incentive plan. As described in more detail below, the equity grants made pursuant to the VCP to our CEO and President are earned only to the extent that we achieve extraordinary performance, which is represented through aggressive stock price and relative total shareholder return (TSR) goals. As of the date of this proxy statement, none of the equity grants made under the VCP to our NEOs have vested nor would they have any realizable value at our share price as of the date of this proxy statement.

Our Compensation Philosophy

~~Pay for Performance Alignment~~

FY22 validated our long-term strategy and we showed good progress in our transformation journey with accelerated pace of product innovation, global expansion, and a relentless focus on customer experience as we saw all our key financial metrics increase, as reflected in the table below.

~~We also saw our key performance metrics remain stable year over year.~~

~~We also saw our stock price increase from $21.42 to $26.94 in FY22, prior to reflecting any adjustments for dividends.~~

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Pay for Performance Alignment

In FY23, we successfully integrated Avast and NortonLifelock and delivered another year of profitable growth as we saw most of our key financial metrics increase due to contributions from Avast, including double digit increases in revenue and operating income on both a GAAP and non-GAAP basis, as reflected in the table below. Our decrease in cash flow was largely attributable to the completion of the Avast Merger and certain strategic transactions related to the repayment of debt and the continuation of our stock repurchase program as described in more detail below.

We also generally saw strong results with respect to our key performance metrics with the Avast Merger, as we saw increases in direct customer count and bookings. While our retention rate and average revenue per user (ARPU) were down after accounting for the results of the combined company, this decrease was largely due to our baselines for these metrics being reset as Avast’s portfolio did not include Identity Protection offerings and its retention rate reflected a broader geographic customer base and focus on emerging markets relative to NortonLifeLock.

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Executive Compensation and Related Information

In addition, we have undertaken a number of ~~strategic~~ actions to ~~drive~~return capital to shareholders and increase shareholder value, including repurchasing 40 million shares of our ~~long-term business objectives:~~

•

~~In May 2021, we repurchased $250,000,000 in~~common stock for an aggregate ~~principal~~ amount of ~~2.50% convertible unsecured senior notes,~~$904 million, and ~~we amended our credit agreement and extended the maturity date~~paying a total of ~~certain loans and our revolving credit facility.~~$314 million in quarterly dividends to stockholders.

•

In July 2021, we completed the sale of certain land and buildings in Mountain View, California for cash consideration of $355 million, net of selling costs and recognized a gain of $175 million on the sale.

•

On August 10, 2021, we announced a transaction under which we intend to acquire the entire issued and to be issued ordinary share capital of Avast plc, a global leader of digital security and privacy.

•

~~In September 2021, we completed an acquisition of ReputationDefender, an online reputation management and digital privacy solutions company.~~

•

~~In March 2022, we completed our restructuring plan to consolidate facilities and reduce operating costs in connection with our acquisition of Avira during fiscal 2021.~~

We believe that the compensation received by our NEOs for ~~FY22~~FY23 reflects our performance and accomplishments this past year as well as the rigor of our performance goals. The following table presents a summary of the ~~FY22~~performance-based components of our FY23 executive compensation program and ~~results.~~FY23 compensation decisions related to prior fiscal year compensation programs.

Component
Metric(1)
Achievement (as
a percentage of target) Funding
FY22 Executive Annual Incentive Plan (EAIP) FY22 Non-GAAP operating income threshold goal 113.1% Threshold Goal Achieved
FY22 Bookings 100.3% 105%
FY22 Performance-based Restricted Stock Units(2)
50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index NA NA
50% based on CAGR for revenue NA NA
FY21 Performance-based Restricted Stock Units(2)
50% based on 3-year TSR relative to the Nasdaq Composite Index NA NA
50% based on CAGR for revenue NA NA
FY20 Performance-based Restricted Stock Units(2)
3-year TSR relative to the S&P 500 193.06% NA
Value Creation Program (VCP) Performance-based Restricted Stock Units(3)
Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured over a 4-year period 0% to date 0% to date

Component(1)

Metric

Achievement of target or
application of modifier

Executive Officer
Funding

FY23 Executive Annual
Incentive Plan (EAIP)

FY23 non-GAAP operating income threshold goal, which must be achieved prior to any payout

124.0%

Goal Achieved

FY23 bookings growth

99.2%

77%

DEI modifier (applied after determining payout based on FY23 bookings growth)

✓

+10%

FY23 Performance-based
Restricted Stock Units

50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index

50% based on average bookings growth and average non-GAAP operating margin >50%

FY21 Performance-based
Restricted Stock Units(2)

50% based on 3-year TSR relative to the Nasdaq Composite Index

60.5% Rank

142%

50% based on CAGR for revenue

263.3%

200%

Value Creation Program (VCP) Performance-based
Restricted Stock Units

Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured through the end of FY26

0% to date

(1)

(2)

Achievement certified by the Compensation Committee atfollowing the end of ~~three-year period.~~FY23.

~~(3)~~
Say-On-Pay and Stockholder Engagement

~~Achievement certified by the Compensation Committee at end of four-year period.~~

~~Say-On-Pay and Stockholder Engagement~~

At our ~~2021~~2022 Annual Meeting of Stockholders, ~~we requested that our stockholders cast a non-binding advisory~~the vote on the fiscal year 2022 (FY22) compensation of our ~~fiscal year 2021 (FY21)~~ NEOs ~~also known as a “say-on-pay” vote. This proposal~~ passed with approximately ~~93.3%~~89% of the votes cast (excluding abstentions). ~~The level~~

In addition to our annual “say-on-pay” vote, we are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable Gen to address them effectively. We routinely interact and communicate with stockholders through a number of ~~support at our 2021~~forums, including through quarterly earnings presentations, SEC filings (including the Annual Report and Proxy Statement), the Annual Meeting, and investor meetings and conferences. During 2022, we reached out to all of ~~Stockholders was~~our top 20 stockholders, and ultimately engaged with 14 stockholders, who represented in the aggregate over 42% of our outstanding capital stock. In these meetings, we discussed matters such as Gen’s prospects, business model, corporate governance, and executive compensation programs, plan design, and goal setting. Following these meetings, we shared stockholder feedback and trends and developments about corporate governance matters with our Board.

Following such discussions and after considering the voting preferences of our stockholders, we determined it to be appropriate for the FY23 compensation program to maintain many of the same elements as our FY22 compensation

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Executive Compensation and Related Information

program, except: (i) our FY23 executive annual incentive plan included a modifier based on DEI metrics, (ii) our CEO and President both received VCP equity grants on the same terms as those previously made to our other NEOs during FY22 except for the inclusion of an ~~improvement~~additional stretch goal and that the entirety of their VCP awards were performance- based with no RSUs awarded, and (iii) our President received certain equity grants in connection with his appointment as President and his considerable equity investment in Gen and agreed to ~~the level~~not sell any shares of ~~support~~Gen common stock held by him and his foundation for a three-year period, as described in ~~2020.~~ more detail below.

At ~~NortonLifeLock,~~Gen, we have an open line of communication with our stockholders and investors and continue to engage ~~with~~ them for feedback on our programs. During 2021, we engaged with 70% of our top 20 stockholders, representing over 40% of our outstanding capital stock. In these meetings we discussed matters such as NortonLifeLock’s prospects, business model, corporate governance, and executive compensation programs, including our program metrics and goals. Given the level of support at our 2021 Annual Meeting of Stockholders and the feedback we received, our FY22 compensation program maintains the same fundamental structure as our FY21 compensation program, except our FY22 compensation program also took into account the critical retention concerns we faced in FY22, which concerns were exacerbated by the proposed Avast transaction, as described in more detail below.

Our Executive Compensation Program Continues to Reflect Best Governance Practices

~~TABLE OF CONTENTS~~

~~Our Executive Compensation Program Continues to Reflect Best Governance Practices~~

Our Compensation Committee designed our ~~FY22~~FY23 compensation program to be consistent with leading corporate governance and executive compensation practices:

What We Do

~~What We Do~~


				At risk pay				The majority of pay for our CEO and other NEOs is at risk and/or performance-based.
				Link to results				Our short-term incentive compensation is linked directly to our financial results and may be modified by ~~individual~~ performance ~~except in the case of our CEO, whose compensation is entirely based on company performance.~~against certain DEI metrics. A significant portion of our long-term incentive compensation is linked directly to multi-year financial results orand relative TSR.
				Predetermined goals				We reward performance that meets our ~~short~~short- and long-term predetermined goals.
				Capped payouts				We cap payouts under our incentive plans to discourage excessive or inappropriate risk taking by our NEOs.
				Peer group				We have a relevant peer group and reevaluate the peer group annually.
				Ownership guidelines				We have robust stock ownership guidelines for our executive officers and directors.
				Clawback policy				We have a comprehensive “clawback” policy, applicable to all performance-based compensation granted to our executive officers.
				Double-trigger acceleration				We only provide for “double-trigger” change-in-control payments and benefits for our executive officers.
				Capped severance				We do not provide for any potential cash severance payments that exceed more than 1x our executive officers’ base salary and target bonus, and we maintain a policy requiring stockholder approval of any cash severance benefits exceeding 2.99 times the sum of an executive officer’s base salary plus target bonus.
				Independent consultant				Our Compensation Committee retains an independent compensation consultant.
				Say-on-pay				We hold an annual advisory vote on named executive officer compensation.
				Stockholder engagement				We seek feedback on executive compensation through stockholder engagement.
				Minimum vesting				We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions.

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What We Don’t Do

~~What We Don’t Do~~


				No performance, no pay				We do not pay performance-based cash or equity awards for unsatisfied performance goals.
				No minimum payouts				Our compensation plans do not have minimum guaranteed payout levels.
				No automatic increases				We do not provide for automatic salary increases or equity award grants in offer letters or employment agreements.
				No short sales, hedging				With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock.
				No golden parachutes				We do not provide “golden parachute” excise tax gross-ups.
				No excessive severance				We do not provide excessive severance payments.
				No SERPs				We do not provide executive pension plans or SERPs.
				No excessive perks				We do not provide excessive perquisites.
				No repricing				We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.
				No unvested dividends				We do not permit the payment of dividend or dividend equivalents on unvested equity awards.

Compensation Components

FY23 Component

Form of
Compensation

Performance Period

Metrics and Performance
Criteria

Details

Base Salary

Cash

Annual

NEO base salary changes reviewed annually by CEO (or Compensation Committee for CEO changes).

Page 58

Executive Annual Incentive Plan

Cash

Annual

Bookings growth with non-GAAP operating income as a threshold goal and subject to a DEI modifier.

Page 58

Annual Equity Incentive Awards

Performance-based Restricted Stock Unit (PRUs)

Vests at the end of a three-year period

50% of PRUs vest in full at end of FY25 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index.

Page 61

50% of PRUs vest in full at end of FY25 based on average bookings growth and average non-GAAP operating margin >50% over a multi-year period.

Restricted Stock Unit (RSUs)

Vests annually over three years

Service and time-based vesting.

Page 64

Value Creation Program (VCP) Equity Incentive Awards (CEO and President only)

100% PRUs

Vests at the end of FY26

Vests in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to $60 per share, over the performance period, subject to performance gates related to our relative TSR versus the Nasdaq Composite Index.

Page 65

Investment Match Stock Award (President only)

100% RSUs

Cliff vests at the end of a three-year period

100% cliff vests at the end of a three-year period, subject to our President and his foundation not selling any of their Gen common stock during this period.

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~~Appropriate Pay Mix~~

Executive Compensation and Related Information

Appropriate Pay Mix

Our ~~FY22~~FY23 compensation philosophy is designed around “pay-for-performance” so that a large portion of our NEOs’ total target direct compensation is “at-risk” and/or performance-based. In determining the mix of the various reward elements and the value of each component, the Compensation Committee considered the executive’s role, the competitiveness of the market for executive talent, company performance, individual performance, internal pay equity, historical compensation and retention concerns. Executive officers generally have a greater portion of their compensation at risk through short- and long-term incentive programs than the rest of our employee population because of their relatively greater responsibility and ability to influence ~~NortonLifeLock’s~~Gen’s performance.

From time to time, special business conditions, such as a highly competitive talent market and acquisitions that create unique business needs, may warrant additional compensation, such as equity awards ~~in connection with retention of our~~to properly incentivize and retain executive officers.

As illustrated by the following charts, for ~~FY22,~~FY23, approximately ~~92%~~96% of our current CEO’s annual target total direct compensation was at-risk and approximately ~~59%~~81% is performance-based, and on average approximately ~~87%~~88% of our other named executive officers’ annual target total direct compensation opportunity was at-risk, ~~compensation,~~ and approximately ~~57%~~63% is performance-based.

Excludes Mr. Vlcek, as he joined Gen in September 2022 in connection with the Avast Merger. PRUs ~~and RSUs exclude~~in the case of our CEO include VCP ~~awards.~~awards, as these were granted as part of his annual award cycle. EAIP is reflected at target and does not reflect the actual payout. PRUs and RSUs are reflected at their grant date fair value.

CEO Compensation and Performance Alignment

The Compensation Committee takes seriously its responsibility to maintain appropriate pay for performance alignment. We set rigorous short- and long-term incentive goals and use equity awards to ensure executive compensation is aligned with stockholder value creation, as illustrated in the chart below, which shows the relationship between our CEO’s target compensation and his realizable pay for FY23.

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~~Compensation Components~~

~~Our FY22 compensation philosophy~~Executive Compensation and Related Information

“Target Pay” is ~~reflected in~~ the ~~following key elements~~sum of ~~executive compensation: (i) base~~(a) our CEO’s salary ~~(ii) short-term~~rate for FY23, (b) his FY23 target annual cash incentive award opportunity, and (c) the grant date fair value of his long-term incentive compensation awards granted in FY23.

“Realizable Pay” is the sum of (a) our CEO’s salary earned for FY23, (b) his annual incentive award earned for FY23, (c) the value of his RSUs granted in FY23, are valued based on our closing stock price on March 31, 2023, the last trading day of FY23, multiplied by the number of unvested RSUs, and ~~(iii) long-term equity incentive awards.~~(d) the value of PRUs granted in FY23 are valued based on the number of shares that would have been earned based on actual results through March 31, 2023, multiplied by our closing stock price on March 31, 2023. For this purpose, the value of the VCP PRUs granted in FY23, have been valued at $0 given that the stock price target goals have yet to be achieved.

~~FY22 Component~~

~~Form of~~
~~Compensation~~

~~Performance Period~~

~~Metrics and Performance Criteria~~

~~Details~~

~~Base Salary~~

~~Cash~~

~~Annual~~

~~NEO base salary changes reviewed annually by CEO (or Board for CEO changes).~~

~~Page 56~~

~~Executive Annual Incentive Plan~~

~~Cash~~

~~Annual~~

~~Bookings with non-GAAP operating income as a threshold goal.~~

~~Page 57~~

~~Annual Equity Incentive Awards~~

~~Performance-based Restricted Stock Unit (PRU)~~

~~Vests at the end of a three-year period~~

~~50% of PRUs vest in full at end of FY24 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index.~~

Base Salary

~~50% of PRUs vest in full at end of FY24 based on achievement of CAGR for revenue measured over a multi-year period.~~

~~Page 59~~

~~Restricted Stock Unit (RSU)~~

~~Vests annually over three years~~

~~Service and time-based vesting.~~

~~Page 62~~

~~Value Creation Program (VCP) Equity Incentive Awards for Top 100 Leaders (Excluding CEO for FY22)~~

~~Performance-based Restricted Stock Unit (PRU); 75% of Total VCP Award~~

~~Vests at the end of a four-year period~~

Vests in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to $50 per share, over the performance period, subject to performance gates related to our relative TSR versus the Nasdaq Composite Index.

~~Page 62~~

~~Restricted Stock Unit (RSU) 25% of Total VCP Award~~

~~Cliff Vests at the end of vesting period~~

~~Service and time-based cliff vesting on December 1, 2023.~~

~~Page 64~~

~~Base Salary~~

Annual Cash Incentive Award

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~~Annual Cash Incentive Award~~

Philosophy		Establish appropriate, market competitive, short-term performance measures to help drive future growth and ~~profitability.~~ profitability, and support accountability and progress towards our DEI goals.
		Reward achievement of short-term performance measures consistent with financial ~~plan.~~plan and DEI strategy.
Target Amount Considerations	~~Relevant market~~	Role and responsibilities (including with respect to the combined company), past and anticipated future contributions, positioning relative to our compensation peer ~~data. Internal~~group and internal pay equity.
		Desired market position for each NEO.
~~Operating Metrics Used~~	~~Bookings with non-GAAP operating income threshold goal.~~
Award Design Considerations		We believe these program metrics strongly correlate with stockholder value creation, are transparent to investors, ~~and are calculated on the same basis as described in our quarterly earnings releases and supplemental materials, and~~ balance growth and ~~profitability.~~ ~~Direct impact on these~~profitability, and reflect our mission to increase global representation of our underrepresented groups at all levels.
		These metrics ~~through skillful management and oversight.~~ ~~Metrics~~are established based on a range of inputs, including short-term growth objectives for our products, external market economic conditions, the competitive environment, our internal budgets and market ~~expectations.~~ ~~Performance~~expectations, and our talent management strategy.
		Financial and operating performance payout curves set to substantially drive increased customer subscriptions and profit ~~and~~ in accordance with our ~~FY22~~FY23 financial plan. ~~CEO award payout is solely based on company financial performance.~~
		DEI goals were intended to be clear and actionable and intended to drive accountability at the management level.
Performance Conditions		Bookings ~~with~~growth targets subject to non-GAAP operating income threshold ~~goal.~~ goal, with a modifier (+/- 10%) based on progress towards multi-year DEI goals.
		See Annex A for the definition of bookings and a reconciliation of non-GAAP operating income to GAAP operating income.

~~Annual Equity Incentive Awards~~

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Annual Equity Incentive Awards

Philosophy		Establish appropriate, market competitive, performance measures to substantially drive future short- and long-term growth and profitability.
		Multi-year vesting and performance requirements ~~that~~ help align our NEOs’ pay with the creation of long-term shareholder return.
		Provide meaningful and appropriate incentives for our ~~short- and~~ long-term success to attract and retain talent in a highly competitive market.
		Reward NEOs for creating stockholder value over the long term.
Grant Mix		Equity awards are a mix of PRUs and ~~RSUs.~~ ~~For our current NEOs,~~RSUs, with PRUs comprising the ~~mix was 60% PRUs and 40% RSUs.~~ majority.
Target Amount Considerations	~~Factors used~~	NEO’s role and responsibilities (including with respect to ~~determine target award amounts included: (i) relevant market and peer data; (ii) internal pay equity; and (iii) desired market position for each NEO.~~
~~Award Consideration Amounts~~	~~NEOs’ responsibilities~~the combined company), past and anticipated future ~~contributions.~~ ~~NEOs’~~contributions, the NEO’s past award amounts and the amount of unvested equity held by ~~each NEO.~~ ~~Competitive market assessment.~~ ~~Gains~~the NEO, positioning relative to our compensation peer group, internal pay equity and gains recognizable by the NEO from equity awards made in prior years.

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Award Design Consideration	~~NEOs’ ability~~	NEOs should be incentivized to drive long-term financial performance, including share price appreciation.
		Metrics should align with long-term financial and operational goals and ~~short-term strategy.~~ ~~Performance~~balance top-line growth with profitability.
		There should be a relative performance measure that should reflect representation of ~~our peers.~~ the potential opportunity cost of investing in Gen versus other Nasdaq companies.
		Attract and retain valuable NEOs.
Vesting Conditions		50% of PRUs vest in full at end of ~~FY24~~FY25 based on achievement of 3-year relative TSR versus the Nasdaq Composite Index.
		50% of PRUs vest in full at end of ~~FY24~~FY25 based on ~~achievement of CAGR for revenue.~~ average bookings growth and average non-GAAP operating margin >50% over a two-year period (FY24 to FY25).
		100% of RSUs are time-based and ~~generally~~ vest annually over three years: (33%/33%/34%).

~~Value Creation Program (VCP) Equity Incentive Awards~~

Value Creation Program (VCP) Equity Incentive Awards for CEO and President
(Component of CEO’s FY23 Annual Compensation and President’s New Hire Compensation)

Philosophy and Award Design Consideration	~~Address retention issues~~	Further, drive sustained shareholder value creation and ~~drive business performance related to the highly competitive talent market within which we compete~~alignment of executive and shareholder interests through long-term equity incentive awards with multi-year cliff vesting that ~~is predominantly~~are 100% performance-based.
		Aligns CEO’s and President’s long-term incentives with the rest of the executive leadership team that received VCP awards in December 2021. Provide one-time retention incentives to our leadership team in connection with ~~our proposed acquisition of~~the transformative Avast Merger to provide vital leadership through a shared future with Avast and beyond. ~~Apply~~
		Utilize aggressive share price appreciation hurdles that, if fully achieved, would more than double our current market capitalization, encouraging extraordinary outperformance to increase enterprise value and create significant return for shareholders.
Grant Mix	~~Equity awards are a mix of PRUs and RSUs.~~ ~~The mix was 75% PRUs and 25% RSUs.~~ ~~Our CEO did not participate in the Value Creation Program during FY22.~~	100% PRUs.
~~Award Consideration Amounts~~Target Amount Considerations	~~The retentive power~~	NEO’s role and responsibilities (including with respect to the combined company), past and anticipated future contributions, the NEO’s past award amounts and the amount of ~~each participating NEO’s existing~~ unvested equity ~~award holdings, which was relatively low given~~held by the ~~highly competitive talent market and~~NEO, positioning relative to ~~tenure.~~our compensation peer group, internal pay equity, the rigor of the PRU targets and at-risk nature of the grants.
Vesting Conditions	~~100% of~~	PRUs ~~are performance-based and~~ vest in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to ~~$50~~$60 per share, subject to performance gates relating to our relative TSR versus the Nasdaq Composite Index. ~~100% of RSUs~~ If the share price appreciation targets and relative TSR gates are ~~time-based and cliff vest on December 1, 2023.~~ not achieved, no compensation will be earned from this award.

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Investment Match Stock Award (Component of President’s Compensation Only)

Philosophy	~~Base Salary~~	Reward our President for investing in Gen and subject our President and his foundation’s equity awards to a three-year holding requirement to incentivize long term stockholder value creation and alignment with stockholder interests. Under the terms of this award, should our President choose to sell any of the shares he owns or are owned in his foundation, this award would be forfeited in its entirety.
Grant Mix		100% RSUs.
Target Amount Considerations		Factors used to determine target award amounts include the amount of unvested equity held by our President and the value of the award relative to our President’s initial $10 million open market purchase of Gen shares.
Award Design Consideration		Multi-year vesting and 3-year stock holding requirement applicable to our President’s initial $10 million open market purchase of Gen common stock and all owned and purchased Gen equity during the same 3-year period to encourage long-term retention and stockholder value creation. As of June 15, 2023, the total value of the holding requirement is approximately $84 million.
Vesting Conditions		RSUs will only vest subject to a three-year cliff vesting requirement, and our President and his foundation not selling any of their Gen common stock during this period.

Base Salary

The following table presents each NEO’s annual base salary for ~~FY22.~~FY23.

Named Executive Officer	FY21 Annual Salary ($)		Change in Salary (%)		FY22 Annual Salary ($)		FY22 Annual Salary ($)		Change in Salary (%)		FY23 Annual Salary ($)
Vincent Pilette		825,000		9.09%		900,000		900,000		5.6%		950,000
Ondrej Vlcek								N/A		N/A		771,828
Natalie Derse		475,000		5.26%		500,000		500,000		10%		550,000
Bryan Ko		480,000		4.17%		500,000		500,000		6%		530,000

~~As presented in the table above, each of our NEOs received~~The Compensation Committee approved an increase in Mr. Pilette’s, Ms. Derse’s and Mr. Ko’s annual base ~~salary. In March 2021, our Board determined that~~salary effective June 4, 2022, in each case, after considering their role and responsibilities (including with respect to the ~~increase for Mr. Pilette was appropriate given market compensation data for chief executive officers at comparable companies~~combined company), their past and Mr. Pilette’s exemplary leadership in fostering growth and performance at NortonLifeLock. In March 2021, our Compensation Committee determined that the increases for Ms. Derse and Mr. Ko were appropriate given

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~~the role, scope and priorities of each NEO, the~~anticipated future contributions, their key strengths and development opportunities, ~~of each NEO, and~~ the compensation provided to individuals in comparable positions in our compensation peer group, internal pay equity and our overall salary budget.

In approving Mr. Vlcek’s compensation in connection with his appointment as our President, the Board determined to provide for a similar level of base salary that he received at Avast as their Chief Executive Officer, given his anticipated duties and responsibilities at Gen, and after considering the compensation provided to individuals in comparable positions in our compensation peer ~~companies.~~group.

~~Executive Annual Incentive Plan (EAIP)~~

Executive Annual Incentive Plan (EAIP)

The following table presents each NEO’s target incentive opportunity for ~~FY22~~FY23 under the ~~FY22~~FY23 Executive Annual Incentive Plan (the ~~FY22~~FY23 EAIP) expressed as a percentage of base salary. In March 2021, Mr. Pilette’s target incentive opportunity was increased from 120% of base salary for FY21 to 125% of base salary for FY22 based on the same factors that were considered by our Board with respect to Mr. Pilette’s annual base salary increase. There was no increase in the target ~~incentive opportunities~~percentages of our ~~other~~ NEOs, ~~for~~who served as executive officers in FY22, from ~~FY21.~~FY22. Mr. Vlcek’s initial target incentive opportunity was set at the same target percentage as his target incentive opportunity at Avast for the reasons discussed above.

Named Executive Officer	FY22 Individual Incentive Target (%)		FY22 Target ($)		FY23 Individual Incentive Target (%)		FY23 Target ($)
Vincent Pilette		125		1,125,000		125		1,187,500
Ondrej Vlcek						100		771,828
Natalie Derse		80		400,000		80		440,000
Bryan Ko		80		400,000		80		424,000

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The amount of each NEO’s actual payout amount under the ~~FY22~~FY23 EAIP was based on the following ~~formula. The~~formula, which was the same formula used for our FY22 EAIP, except that the FY23 EAIP formula included a DEI modifier, which allowed the Compensation Committee ~~had discretion~~ to adjust individual NEO awards up or down up to 10% based on ~~individual performance, except in the case of~~progress towards our ~~CEO, whose compensation would be entirely based on company performance.~~long-term DEI goals.

Executive Annual Incentive Plan — Company Performance Metrics

The Compensation Committee selected company performance metrics under the ~~FY22~~FY23 EAIP to create strong alignment between company performance and NEO annual incentive payouts.

Measure	Definition	Purpose
Bookings Growth	“Bookings,” as described in ~~“Appendix~~“Annex A — Reconciliations” in this proxy statement.”	Bookings aligns to ~~NortonLifeLock’s~~Gen’s growth objectives by incentivizing our executives to drive new customer subscriptions.
Non-GAAP Operating Income (Threshold ~~Goal)~~Goal Prior to Any Payments)	“Non-GAAP operating income,” as described in ~~“Appendix~~“Annex A — Reconciliations” in this proxy statement.”	Non-GAAP operating income aligns to our long-term business model to increase ~~NortonLifeLock’s~~Gen’s profitability.

Actual non-GAAP operating income for FY21 served as the threshold goal for the FY22 EAIP; a minimum of $1,308 million in non-GAAP operating income would need to be attained before any payout was made. If the ~~minimum~~FY22 non-GAAP operating income threshold goal was attained, any payout under the ~~FY22~~FY23 EAIP ~~still required a threshold level of~~would then be determined based on bookings ~~achievement. The Compensation Committee moved away from non-GAAP operating margin~~growth achievement, subject to adjustment upwards or downwards for each NEO by up to 10% based on progress made towards our long-term DEI goals. While the non-GAAP operating income ~~because it determined that~~threshold goal needed to be achieved for the NEOs to receive an EAIP payout, achievement of non-GAAP operating income ~~better reflected the true profitability~~in excess of the ~~company.~~

~~The maximum possible payout~~threshold goal did not impact the EAIP corporate funding percentage and the bookings growth threshold goal also had to be achieved in order for the ~~FY22~~ EAIP was 200%. The Compensation Committee established threshold, target and maximum performance goals for the bookings metric, based primarily on NortonLifeLock’s financial plan for FY22. In addition, except for our CEO, actual individual payouts couldto be further adjusted by the Compensation Committee solely based on individual performance as assessed against the NEO’s area of responsibility, development and management of employees, leadership and alignment to our values.

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funded. Both the threshold and target booking goals were set above prior year ~~results.~~results and the maximum possible payout for the FY23 EAIP was limited to 200% regardless of the DEI modifier.

	Bookings Percent of Plan(1)		Funding (%)
Threshold		97%		0%
Target		100%		100%
Max		105%		200%

~~(1)~~

(1)

Funding based on linear interpolation for performance between threshold and target and target and maximum performance. We do not disclose actual dollar performance goals for competitive reasons.

Executive Annual Incentive Plan — Company Results

For ~~FY22,~~FY23, the Compensation Committee confirmed that the non-GAAP operating income ~~goal was achieved at~~of $1,835 million surpassed the gate of $1,480 million ~~which was $172~~by $355 million, ~~or 13% over the threshold goal.~~up 24% year-on-year. With respect to the bookings metric, the Compensation Committee approved ~~FY22~~FY23 company achievement at ~~100.3%~~99.2% of plan, which resulted in funding at ~~105% and~~77% as actual bookings was ~~2.9 billion,~~ up 8%4.2% year over ~~year.~~year on a constant currency basis after restating FY22 to reflect the bookings results of the combined company (actual bookings growth was up 17% before restating FY22 and prior to adjusting for a constant currency basis). The following graph shows the threshold, target, and maximum payouts under the ~~FY22~~ FY23

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EAIP, along with actual company performance and ~~funding:~~

~~For FY22, our~~funding. With respect to the bookings metric, the Compensation Committee ~~determined that~~approved FY23 company achievement at 99.2% of plan, which resulted in funding at 77% as actual bookings was up 4.2% year over year on a constant currency basis after restating FY22 to reflect the ~~payouts~~bookings results of the combined company (actual bookings growth was up 17% before restating FY22 and prior to adjusting for ~~Ms. Derse~~a constant currency basis). The following graph shows the threshold, target, and ~~Mr. Ko~~maximum payouts under the ~~FY22~~FY23 EAIP, ~~would be~~along with actual company performance and funding.

In addition to our bookings metric achievement, the 10% DEI modifier was applied based ~~solely~~ on ~~NortonLifeLock’s FY22 performance~~progress towards Gen’s FY25 DEI goals, which provided for increasing DEI representation overall and in leadership among women and underrepresented minorities, and each NEO’s contributions toward such goals. Gen achieved three of its six FY25 DEI representation goals in FY23, including achieving certain women, women leader and underrepresented minority representation goals, and Gen increased its representation in five of the six employee representation groups, which formed the basis for its FY25 DEI representation goals. The Compensation Committee applied the DEI modifier to all NEOs payout under the ~~FY22~~FY23 EAIP ~~and no adjustments would be made,~~except Mr. Vlcek, given that ~~it determined company achievement~~he joined Gen in September 2022 and the integration of Avast was ~~well aligned with individual performance.~~not completed until the end of Q3 (December 2022).

Executive Annual Incentive Plan — ~~FY22~~FY23 Payout Results

NEO	Base Salary ($)		Annual Incentive Target (%)		Company Performance Funding Achievement (%)		Individual Payout Amount ($)		Base Salary ($)		Annual Incentive Target (%)		Company Performance Funding Achievement (%)		DEI Modifier (%)(+/-)		Individual Payout Amount ($)
Vincent Pilette		900,000		125		105		1,181,250		950,000		125		77		10		1,005,813
Ondrej Vlcek										771,828		100		77		0		297,154(1)
Natalie Derse		500,000		80		105		420,000		550,000		80		77		10		372,680
Bryan Ko		500,000		80		105		420,000		530,000		80		77		10		359,128

(1)

Mr. Vlcek’s individual payout amount was pro-rated by 50% based on his start date with Gen.

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~~Equity Incentive Awards~~

Executive Compensation and Related Information

Equity Incentive Awards

Annual Equity Incentive Awards — Overview

The primary purpose of our annual equity incentive award program is to align the interests of our NEOs with those of our stockholders by rewarding the NEOs for creating stockholder value over the long term. By compensating our NEOs with annual equity incentive awards, our ~~executives~~NEOs have an opportunity to realize a stake in ~~NortonLifeLock’s~~Gen’s financial future. The gains realized in the long term depend on our ~~NEO’s~~NEOs’ ability to drive the financial performance of ~~NortonLifeLock as reflected in the~~Gen and our share ~~price.~~price performance.

~~We seek to provide annual equity incentive awards that are competitive with companies in our peer group and the market generally.~~ When making annual equity incentive awards to NEOs, we consider ~~NortonLifeLock’s performance during~~their role and responsibilities, past and anticipated future contributions, the NEO’s past ~~year, the role, responsibility and performance of the individual NEO, the competitive market assessment described below, prior equity awards,~~award amounts and the ~~level~~amount of ~~vested and~~ unvested equity ~~awards then~~ held by ~~each named executive officer. In making annual~~the NEO, positioning relative to our compensation peer group, internal pay equity ~~incentive awards, we also generally take into consideration~~and gains recognizable by the ~~executive~~NEO from equity awards made in prior years.

The Board and the Compensation Committee believed that for the ~~FY22~~FY23 annual equity incentive award program, a mix of PRUs and RSUs ~~was~~continued to be the appropriate annual long-term equity incentive for ~~named executive officers, with~~NEOs. As discussed in more detail below, the independent members of the Board, after considering the recommendations of our Compensation Committee and its independent compensation consultant, also made a grant of PRUs to Mr. Pilette based on our VCP design as part of his FY23 annual long-term incentive compensation opportunity, resulting in 80% of his target annual equity incentive award opportunity being in the form of PRUs and 20% being in the form of RSUs. With respect to our other NEOs, approximately 60% of the value of their target annual equity incentive award being in the form of PRUs and 40% being in the form of RSUs. We ~~believe~~believed that such a mix ~~motivates~~would motivate our NEOs to contribute to our long-term success and stock price appreciation while also encouraging long-term retention.

In addition to his annual equity incentive award, Mr. Vlcek also received certain equity awards in connection with his appointment as President, as discussed in more detail below.

Annual Equity Incentive Awards — ~~FY22~~FY23 Performance-based Restricted Stock Units

In ~~May 2021,~~FY23, each of our NEOs received a grant of ~~FY22~~FY23 PRUs, which ~~have the same performance metric structure as applied to the FY21 PRUs. As such, the FY22 PRUs will~~ vest based on the achievement of two ~~equally-weighted~~equally weighted metrics:

•

Three-year ~~relative-Total Shareholder Return~~relative-total shareholder return (TSR) measured against the ~~Nasdaq;~~Nasdaq Composite Index; and

•

~~5% Compound Annual~~Three-year plan measuring Average Bookings Growth ~~Rate (CAGR) for revenue measured~~Percentage plus Average non-GAAP Operating Margin Percentage Greater than 50% over the last two-fiscal year period ending ~~March 31, 2023, with an additional fiscal year to achieve this goal if it is not satisfied over such two-fiscal year period.~~April 4, 2025.

In FY23, we moved away from a revenue CAGR goal as our operational goal to a blended bookings growth and non-GAAP operating margin goal to reflect the view that we should balance sustained topline growth with profitability rather

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than focus primarily on topline growth as FY23 marked our third full year as a stand-alone pure consumer Cyber Safety company. The table and charts below provide more information regarding our FY23 PRU design:

Metric

Measurement Period

Metric Objective (50% of Target)

Vesting Conditions~~(1)~~

3-year relative TSR vs. Nasdaq Composite Index

~~FY22-FY24~~

FY23-FY25

Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation.

Earned portion vests at end of ~~FY24.~~FY25.

2-year ~~CAGR for revenue~~Bookings Growth Plus Average Non-GAAP Operating Margin Points >50%(1)(2)

Measured over ~~two-year period from FY22-FY23 with an additional fiscal year to achieve this goal if it is not satisfied over such two-fiscal year period.~~last two-years of FY24-FY25

Measures ~~achievement of our three-year performance~~average bookings growth ~~rate designed~~and average non-GAAP operating margin growth over 50% as measured over a multiple year period to ~~enhance long-term value of the Company.~~drive topline growth as well as profitability.

Earned portion vests at end of ~~FY24.~~FY25.

(1)

~~In addition~~For example, if achievement of average bookings growth is 4.5% and average non-GAAP operating margin for the performance period is 55%, final achievement equates to ~~the vesting components,~~9.5% (4.5% + (55-50%, or 5%)), resulting in a 100% payout.

(2)

“Non-GAAP operating margin” is determined as described in “Annex A — Reconciliations” in this proxy statement.

FY23 PRU Design — TSR Component

FY23 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Component

Ms. Derse and Mr. Ko were granted their PRUs by the Compensation Committee ~~has broad negative discretion to reduce~~in May 2023 and Mr. Pilette was granted his PRUs by the ~~amount~~Board in July 2023. Mr. Vlcek was granted his PRUs by the Board in October 2023 in connection with the consummation of the ~~award earned by up to 50% as it determines reasonable~~Avast Merger.

The Board and ~~appropriate.~~

~~TABLE OF CONTENTS~~

~~The~~the Compensation Committee ~~believes~~believe that TSR promotes stockholder alignment and creates an unambiguous link between the compensation of our NEOs to long-term enterprise value creation since this metric is directly linked to our long-term TSR relative to the Nasdaq Composite Index. The Board and the Compensation Committee, based on input from its compensation consultant, concluded that the use of the Nasdaq Composite Index was an appropriate benchmark given the broad-based nature of the index, the inclusion of ~~NortonLifeLock~~Gen in the index, and because the Nasdaq Composite Index represents a broad representation of the potential opportunity cost of investing in ~~NortonLifeLock~~Gen from an investor’s perspective.

The Board and the Compensation Committee also ~~believes~~believed that given the strategic importance of balancing sustained ~~top-line~~topline growth ~~to our business,~~with profitability, implementing a 3-year plan using a 2-year ~~CAGR for revenue~~average bookings growth and average non-GAAP operating margin goal ~~(with an additional~~measured at the end of fiscal year ~~to achieve the goal if it is not satisfied during the initial 2-year period)~~2025 (FY25) would help us remain focused on long-term success, provide time for the Company to integrate the operations of Avast and ~~retention, while balancing~~its product portfolio, and prevent the ~~fact that such a goal may not be achieved during a two-year period due to fluctuating market opportunities~~acquisition of Avast from distorting results in the first year.

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Executive Compensation and ~~conditions, which may not be directly within our control.~~Related Information

Achievement under the ~~FY22~~FY23 PRUs will not be certified by the Compensation Committee until the end of ~~fiscal 2024 (FY24).~~FY25 and each participating NEO must remain in service through the end of the performance period. The following charts present the threshold, target and maximum performance levels and payouts of the relative TSR, bookings and ~~CAGR for revenue metrics:~~non-GAAP operating margin goals:

	FY23 Bookings Growth % + Operating Margin % >50%			FY23 3-Year Relative TSR PRU Component

The following table summarizes the PRU awards granted to our NEOs in ~~FY22.~~FY23 (which do not include Mr. Pilette’s or Vlcek’s VCP PRUs).

NEO FY22 PRU Award Amount (#) FY22 PRU Grant Date Fair Value ($)
Vincent Pilette 266,828 7,687,315
Natalie Derse 82,100 2,365,301
Bryan Ko 82,100 2,365,301

~~TABLE OF CONTENTS~~

NEO	FY23 PRU Award Amount (#)		FY23 PRU Grant Date Fair Value ($)
Vincent Pilette		255,236		7,937,839
Ondrej Vlcek		195,068		5,463,855
Natalie Derse		73,862		2,440,400
Bryan Ko		68,182		2,252,733

Annual Equity Incentive Awards — Previously Granted FY21 Performance-based Restricted Stock Units

In FY21, each of our NEOs, other than Mr. Vlcek, received a grant of FY21 ~~PRUs.~~PRUs which vested at the end of FY23. The FY21 PRUs ~~will vest~~vested based on the achievement of two ~~equally-weighted~~equally weighted metrics:

•

Three-year relative-TSR measured against the Nasdaq; and

•

3% CAGR for revenue measured over the two-fiscal year period ending April 1, 2022, with an additional fiscal year to achieve this goal (FY23) if it is not satisfied over such two-fiscal year period.

~~Metric~~	~~Measurement Period~~	~~Metric Objective (50% of Target)~~	~~Vesting Conditions(1)~~
~~3-year relative TSR vs. Nasdaq~~	~~FY21-FY23~~	~~Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation.~~	~~Earned portion vests at end of FY23.~~
~~3-year CAGR for revenue~~	~~Measured over two-year period from FY21-FY22, with an additional fiscal year to achieve this goal if it is not satisfied over such two-fiscal year period~~	~~Measures achievement of our three-year performance growth rate designed to enhance long-term value of the Company.~~	~~Earned portion vests at end of FY23.~~

~~(1)~~

Metric

Measurement Period

Metric Objective (50% of Target)

Actual
Performance

% Of Target
Achievement

3-year relative TSR vs. Nasdaq

FY21-FY23

Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation.

60.5% Rank

142%

3-year CAGR for revenue

Measured over two-year period from FY21-FY22, with an additional fiscal year (FY23) to achieve this goal if it is not satisfied over such two-fiscal year period

Measures achievement of our three-year performance growth rate designed to enhance long-term value of the Company.

263.3%

200%

Total Final Achievement

171%

~~In addition to the vesting components, the~~

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Executive Compensation ~~Committee has broad negative discretion to reduce the amount of the award earned by up to 50% as it determines reasonable~~ and ~~appropriate.~~Related Information

FY21 PRU Design — TSR Component

~~Achievement under the~~ FY21 ~~PRUs will not be certified by the Compensation Committee until the end of fiscal 2023.~~ PRU Design — CAGR Component

The following charts present the potential threshold, target and maximum performance levels and payouts of the relative TSR and CAGR ~~for revenue~~ metrics:

FY21 CAGR for Revenue PRU Component

FY21 3-Year Relative TSR PRU Component

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~~The following~~Following the end of FY23, the Compensation Committee certified the final performance achievement of the FY21 PRUs at 171% of target, based on final CAGR metric achievement of 200% of target and final Relative TSR metric achievement of 142%, which resulted in the release of shares to each NEO as set forth in the table ~~summarizes the PRU awards granted to our NEOs in FY21.~~below.

NEO	FY21 PRU Award Amount (#)		FY21 PRU Grant Date Fair Value ($)		FY21 PRU Award Target Amount (#)		FY21 PRUs Earned (#)
Vincent Pilette		250,166		6,893,324		250,166	427,997
Natalie Derse		103,912		3,003,576		103,912	177,778
Bryan Ko		73,578		2,027,442		73,578	125,881

Annual Equity Incentive Awards — ~~Previously Granted FY20 Performance-based~~FY23 Restricted Stock Units

Of our NEOs, only Mr. Ko holds FY20 PRUs, which were granted in January 2020. The 77,764 FY20 PRUs granted to Mr. Ko were subject to vesting based on the achievement of three-year TSR against the S&P 500. The measurement period for the FY20 PRUs is from FY20 through FY22, with any earned portion vesting at the end of FY22 upon certification of the Compensation Committee.

~~Metric~~			~~Measurement Period~~			~~Metric Objective~~			~~Vesting Conditions(1)~~
~~3-year TSR vs. S&P 500~~			~~FY20 – FY22~~			~~Measures our longer-term performance against comparable companies to drive enterprise value creation~~			~~Earned portion vests at the end of FY22.~~

~~(1)~~

~~In addition to the vesting components, the Compensation Committee had broad negative discretion to reduce the amount of the award earned by up to 50% as it determines reasonable and appropriate.~~

Following the end of FY22, the Compensation Committee determined the performance criteria applicable to the FY20 PRUs to have been met at 193.06% of the target, resulting in the vesting of 150,132 FY20 PRUs.

~~Annual Equity Incentive Awards — FY22 Restricted Stock Units~~

RSUs represent the right to receive one share of ~~NortonLifeLock~~Gen common stock for each vested RSU upon the settlement date, subject to continued employment through each vesting date. ~~The~~In FY23, the Board in the case of our CEO and new President, and the Compensation Committee ~~grants~~in the case of our other NEOs granted RSU awards to our NEOs for long-term retention purposes as they provide a payout opportunity to the NEOs only if they remain employed through the applicable vesting dates, which extend over multiple years, and because the payout opportunity is directly linked with stockholder value and executive efforts over a multi-year time frame. The following table summarizes the RSU awards granted to our NEOs in ~~FY22.~~FY23.

NEO FY22 RSU Award Amount (#) Grant Date Fair Value ($)
Vesting Criteria(1)

Vincent Pilette 177,885 3,749,816 33%/33%/34%
Natalie Derse 54,734 1,153,793 33%/33%/34%
Bryan Ko 54,734 1,153,793 33%/33%/34%

~~(1)~~

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NEO	FY23 RSU Award Amount (#)		Grant Date Fair Value ($)		Vesting Criteria(1)
Vincent Pilette		170,157		3,925,522	33%/33%/34%
Ondrej Vlcek		130,045		2,702,335	33%/33%/34%
Natalie Derse		49,241		1,206,897	33%/33%/34%
Bryan Ko		45,454		1,114,078	33%/33%/34%

(1)

RSUs (other than those granted to Mr. Vlcek) vest on each of May 1, ~~2022,~~2023, May 1, ~~2023,~~2024, and May 1, ~~2024.~~2025, subject to service through the applicable vesting date. RSUs granted to Mr. Vlcek vest on each of October 1, 2023, October 1, 2024, and October 1, 2025, subject to service through the applicable vesting date.

Equity Incentive Awards — Value Creation Program (VCP)

In FY22, we experienced retention issues related to the highly competitive talent market within which we compete, as top 100 leaders were aggressively approached and recruited to work for other companies. These concerns became exacerbated with the announcement of our agreement to acquire Avast plc in August 2021, as it became evident that retention of our leadership team would be vital in leading us through a shared future with Avast in which we merged Avast’s strengths in privacy with NortonLifeLock’s focus on identity.

~~TABLE OF CONTENTS~~

In December ~~2021,~~of FY22, the Board ~~after considering the recommendations of our Compensation Committee and its independent compensation consultant,~~ approved an additional value creation program for our top 100 leaders of the Company to drive performance, support retention, and continue to lead our transformation through the proposed Avast acquisition and beyond (the ~~VCP Program).~~

As described in more detail below, in addition to the retention element that the award provides, the VCP Program incorporates challenging price hurdles ranging from $35 to $50 per share over the performance period (representing 60% to 100% stock appreciation at the timeVCP), which consisted of ~~grant) to emphasize pay for performance~~PRUs and ~~strengthen our commitment to the creation of shareholder value.~~RSUs. The Board ~~did~~determined not ~~select~~to include Mr. Pilette ~~to participate~~ in the VCP ~~Program~~ during FY22 as it believed it would be more appropriate to incorporate the VCP into Mr. Pilette’s FY23 annual compensation after it had more clarity regarding the consummation of the Avast Merger when determining the target value of his VCP award, if any, and his potential role and responsibilities following the closing of the transaction. Accordingly, his equity compensation for FY22 was limited to the awards that he received under our annual equity award ~~program~~program.

In June 2022, the Board, after determining that the Avast transaction was likely to be consummated, and after considering the size of the combined company and Mr. Pilette’s increased responsibilities and the importance of aligning Mr. Pilette’s incentive goals with the rest of the executive leadership team to strengthen our commitment to shareholder value creation, as well as the ~~Board intended~~recommendations of our Compensation Committee and its independent compensation consultant, determined to ~~incorporate components~~grant 50% of ~~the VCP Program into~~ Mr. ~~Pillette’s~~Pilette’s FY23 annual equity ~~grant for FY23.~~

~~Participants in the VCP Program included Ms. Derse and Mr. Ko, who each received an equity award with 75% of the target~~incentive awards in the form of a PRU award (the VCP Award) with the same share price hurdles and relative TSR threshold goals as the PRUs ~~(VCP PRUs), with~~previously granted under the VCP except that Mr. Pilette’s VCP Award includes an additional $60 price hurdle tied to a ~~performance period ending on~~300% payout to reward extraordinary stock price growth. This $60 price hurdle would represent a 261% premium to the last day of fiscal 2026 (FY26), and 25% of the target in the form of RSUs (VCP RSUs), which will 100% cliff vest on December 1, 2023. This mix of PRUs and RSUs was intended to emphasize pay for performance while balancing retention considerations. then current share price.

In determining the ~~amounts~~target value of ~~their respective~~Mr. Pilette’s FY23 annual equity incentive awards, the Board considered market data from our compensation peer group, the ~~retentive power~~significant stock appreciation that would need to be achieved for Mr. Pilette to vest in his VCP Award, the fact that Mr. Pilette’s VCP Award was not a regular component of our annual equity award program, and the fact that 80% of Mr. Pilette’s target annual equity incentive awards in the aggregate would be performance-based.

Following the consummation of the Avast Merger, the Board also granted Mr. Vlcek, a VCP Award in connection with his appointment as President in addition to his annual equity awards, after considering the recommendations of our Compensation Committee and its independent compensation consultant. In determining to grant Mr. Vlcek a VCP Award, which has the same vesting requirements as our CEO’s VCP Award (including the additional stretch goal), the Board considered the need to align Mr. Vlcek’s equity incentives with the rest of the executive leadership team, the total value of Mr. Vlcek’s combined equity awards relative to the Company’s compensation peer group, the fact that Mr. Vlcek had agreed to not sell any of his shares of Gen for three years, and the need to further incentivize him to drive value creation for the Company’s stockholders.

The Board decided to maintain the same threshold, target and 200% payout share price hurdles as the PRUs that were granted in FY22 for Mr. Pilette and Mr. Vlcek VCP Awards, because at the time of grant, significant stock price appreciation was required for each of these hurdles to be met as discussed in more detail in the section below entitled “VCP PRU Design.” Further, the Board decided not to grant any RSUs pursuant to the VCP as it wanted to ensure that 100% of their ~~existing unvested equity award holdings, which was relatively low given the highly competitive talent market~~VCP Awards would be earned based on extraordinary company performance.

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Executive Compensation and ~~relative to tenure.~~ Related Information

The number of VCP PRUs ~~and VCP RSUs~~ that ~~Ms. Derse~~Mr. Pilette and Mr. KoVlcek received, the target value that was used to determine the number of PRUs granted to Mr. Pilette and Mr. Vlcek, and the grant date fair value of these awards are set forth in the table below.

NEO
VCP PRU
Award Amount (#)

Grant Date
Fair Value ($)

VCP RSU
Award Amount (#)

Grant Date
Fair Value ($)

Natalie Derse 209,251 5,982,486 69,750 1,696,320
Bryan Ko 209,251 5,982,486 69,750 1,696,320

NEO	VCP PRU Award Amount (#)		Target Value ($)(1)		Grant Date Fair Value ($)
Vincent Pilette		425,393		9,813,817		11,472,849
Ondrej Vlcek		325,113		6,755,848		6,177,147

(1)

The target value was calculated by multiplying the number of VCP PRUs granted by the closing stock price as of the date of grant.

In FY23, all our NEOs participated in our standard annual equity incentive program, and Mr. Pilette and Vlcek received equity grants with a target value of $11.4 million and $6.0 million, respectively.

The key features of such VCP PRUs and VCP RSUs and the rationale for such features are set forth below.

VCP ~~PRUs~~PRU Design

The Compensation Committee designed the VCP PRUs to directly align our NEOs’ economic interests with the long-term economic interests of our stockholders by delivering realizable value only if we achieve aggressive share price growth. The number of VCP PRUs that may be earned during the performance period will range from 0% to ~~200%~~300% of the target shares granted, based upon the Company’s share price appreciation, as measured against certain share price targets (the Share Price Targets) and subject to the achievement of certain relative TSR threshold targets, in each case, as set forth in the following chart (rTSR Gates).

Performance Levels

Share Price Targets

rTSR Gates

VCP PRU Payout %

Below Threshold

Below $35/per share results in no payout

Below 25th25th percentile TSR ranking relative to Nasdaq composite index results in no payout

Threshold

$35/per share (Equal to ~~~40%~~~52% appreciation and ~68% appreciation of our stock at the time of ~~grant)~~grant for our CEO and President, respectively)

At least 25th25th percentile ranking required for payout from 50% to 100%

50%

Target

$40/per share (Equal to ~~~60%~~~73% appreciation and ~92% appreciation of our stock at the time of ~~grant)~~grant for our CEO and President, respectively)

At least 25th25th percentile ranking required for payout from 50% to 100%

100%

~~Maximum~~

Above Target

$50/per share (Equal to ~~~100%~~~117% appreciation and ~141% appreciation of our stock at the time of ~~grant)~~grant for our CEO and President, respectively)

At least 50th50th percentile ranking required for payout over 100%

200%

Maximum

$60/per share (Equal to ~160% appreciation and ~189% appreciation of our stock at the time of grant for our CEO and President, respectively)

At least 50th percentile ranking required for payout over 100%

300%

Achievement of the Share Price Targets and rTSR gates will be determined by measuring the average closing price of the Company’s stock and the companies comprising the Nasdaq Composite Index over any 90-calendar day period through the end of FY26. Such targets can be achieved at any time during the performance period, and the highest achievement during the performance period will be utilized to determine the number of VCP PRUs earned. Performance between threshold and target levels of achievement, and between target and maximum levels of achievement, will be determined based on a linear interpolation between the applicable performance levels. However, each participating

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NEO must be employed through the last day of FY26 to earn any VCP PRUs.

~~TABLE OF CONTENTS~~

The rationale for the material features of the VCP PRUs is set forth below:

	Element		Rationale
	Share Price Targets	~~Drives stock price growth~~	Directly reflects sustained and ambitious enterprise value creation by establishing rigorous stock price goals above the grant price
			Aligns the interests of participating NEOs with the interests of our stockholders by creating significant returns
	rTSR Gates using Nasdaq Composite Index as reference group		Even if our stock price appreciates and Share Price Targets are achieved, there is no payout if our stock price is not aligned with the stock price growth of the Nasdaq Composite Index
			Nasdaq Composite Index represents a broad representation of the potential opportunity cost of investing in ~~NortonLifeLock~~Gen from an investor’s perspective
~~4-Year~~	Value Creation		NEOs only receive a payout if they create extraordinary value for our stockholders
			As of June 15, 2023, achievement of the threshold ($35), target ($40), above target ($50), and maximum stock price targets ($60) represent an 86%, 112%, 165%, and 218% increase in our stock price, respectively.
	Multi-Year Performance Period ~~through End of~~Ending FY26		Promotes long-term stock price growth and enterprise value creation
			Aligns the interests of participating NEOs with the interests of our stockholders
	100% Cliff Vesting; Service Required through Last Day of the Performance Period		Promotes long-term retention, as no PRUs vest prior to the completion of the ~~4-year~~ performance period
			Aligns the interests of participating NEOs with the interests of our stockholders

~~VCP RSUs~~Investment Match Equity Grant

~~The VCP RSUs 100%~~In consideration of Mr. Vlcek purchasing $10 million of Gen common stock in the open market, in November 2022, the Compensation Committee granted Mr. Vlcek an RSU award in the amount of $3 million, which will cliff vest ~~on December 1, 2023, subject to the participant’s continuous employment through the end of the vesting period. The rationale for the material features of the RSUs is set forth below:~~

~~Element~~			~~Rationale~~
~~100% Cliff Vesting; Service Required through Last Day of Vesting Period~~			~~Promotes long-term retention, as no PRUs vest prior to the completion of the multi-year service period~~ ~~Aligns the interests of participating NEOs with the interests of our stockholders~~

~~As of~~three years from the date of ~~this proxy statement, none~~grant, provided Mr. Vlcek does not sell any of the ~~share price targets~~shares of Gen common stock held by him or his foundation during this period and he continues to provide services through the vesting date. As of June 15, 2023, Mr. Vlcek holds 4,160,061 shares of Gen common stock and his foundation holds 302,001 shares of Gen common stock, which have ~~been achieved and no PRUs have been earned. The realizable compensation of each NEO’s combined VCP awards as of July 18, 2022 is set forth in the chart below:~~

~~Reflects~~an aggregate ~~grant date fair~~ value of ~~VCP PRUs and VCP RSUs granted to each~~approximately $84 million. As of ~~Ms. Derse and Mr. Ko.~~

~~Reflects realizable pay for each of Ms. Derse and Mr. Ko with respect to~~June 15, 2023, the VCP PRUs and VCP RSUs, calculated by multiplying the number of outstanding VCP RSUs held by the applicable NEO by $23.78, which was our closing stock price on July 18, 2022. The VCP PRUs had a realizable pay of $0 as of July 18, 2022 because noneaggregate value of the ~~share price targets have been achieved.~~shares that Mr. Vlcek directly or indirectly acquired on September 12, 2022 has decreased by approximately 17% since he acquired them.

Benefits

~~TABLE OF CONTENTS~~

~~Benefits~~

In addition to the compensation components described above, the following benefits are provided.

~~FY22~~	FY23 Benefit	Philosophy and Rationale
	401k Plan with Company matching Health and Dental Coverage Life Insurance Disability Insurance Unlimited Time Off	Provides our NEOs with competitive broad-based employee benefits on the same terms as are generally available to the majority of our employees.
	Nonqualified deferred compensation plan	Provides our U.S.-based executive officers the opportunity to defer compensation in excess of the amounts that are legally permitted to be deferred.
	Nonqualified deferred compensation plan	The plan is described further under “Non-Qualified Deferred Compensation in Fiscal ~~2022,~~2023,” on page ~~75.~~79.
	Reimbursement for up to $10,000 for financial planning services.	Provides financial planning assistance given the complexity of executive officer compensation and financial arrangements to allow executives to concentrate on responsibilities and our future success.

~~Severance and Change of Control Benefits~~

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Severance and Change of Control Benefits

The following table provides information regarding the severance arrangements that we have with our NEOs. Details of each individual NEO’s severance arrangements, including estimates of amounts payable in specified circumstances in effect as of the end of ~~FY22,~~FY23, are disclosed in ~~“FY22~~“FY23 Executive Compensation,” above and under “Potential Payments Upon Termination or Change-in-Control,” below.

	Severance and Change of Control Philosophy
	Attract and Retain Executives				Intended to ease an NEO’s transition due to an unexpected employment termination or retain an NEO through a significant corporate transaction.
	Align Interests with Stockholders				Mitigate any potential employer liability and avoid future disputes or litigation; retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering or implementing strategic alternatives.
	At-will Employment				The employment of our NEOs is “at will,” meaning we can terminate them at any time and they can terminate their employment with us at any time.
	Amount and Conditions for Severance				Severance arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave ~~NortonLifeLock~~Gen under certain circumstances to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving ~~post-employment~~post- employment compensation payments or benefits.
	Acceleration upon Death or Disability				PRU and RSU acceleration is consistent with the practice of many of our peers and encourages our employees to remain employed with us.
	Double-Trigger Acceleration				“Double-trigger” provisions promote morale and productivity and encourage executive retention in the event of a corporate transaction.
	Executive Severance Plan				Provides for cash severance and other benefits where the individual’s employment is terminated without cause outside of the change in control context, contingent on execution of an acceptable release.
	Executive Retention Plan				Provides for double trigger acceleration of vesting of equity awards and cash severance benefits where the individual’s employment is terminated without cause, or is constructively terminated, within 12 months after a change in control, contingent on execution of an acceptable release; no “golden parachute” excise tax gross-ups.

~~TABLE OF CONTENTS~~

Key Compensation and Governance Policies

The following table summarizes the key compensation and governance polices applicable to our NEOs:

	Policy				Considerations			Material Features
	Stock Ownership Guidelines				Promote stock ownership in ~~NortonLifeLock.~~Gen. More closely align the interests of our executive officers with those of our stockholders.			6x base salary for ~~CEO.~~CEO and President. 3x base salary for CFO. 2x base salary for other Section 16 officers (except CAO). 1x base salary for CEO’s extended leadership team. 5 years from executive officer designation to comply. During 5-year transition period, must retain at least 50% of net-settled equity award shares until ownership requirement is met. Includes shares owned outright, excludes stock options and unvested PRUs and RSUs. As of June 15, ~~2022,~~2023, all continuing NEOs have reached ownership requirements or have remaining time to do so.

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Policy	Considerations	Material Features
Anti-Hedging Policies	Permitting hedging is viewed as a poor pay program practice, as it insulates executives from stock price movement and reduces alignment with stockholders. This policy was established in part to avoid potential or apparent conflict of interests resulting from bets against or hedges regarding our performance.	With limited exceptions for pre-existing arrangements, all directors and employees, including executive officers, are prohibited from short-selling company stock or engaging in transactions involving company-based derivative securities. “Derivative Securities” are options, warrants, convertible securities, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as company stock. This prohibition includes, but is not limited to, trading in company-based option contracts or engaging in other hedging transactions (for example, buying and/or writing puts and calls, equity swaps, collars, exchange funds, transacting in straddles and the like). Holding and exercising options or other derivative securities granted under ~~NortonLifeLock’s~~Gen’s equity incentive plans is not prohibited by this policy. Waivers may be granted with respect to arrangements that were in existence before becoming a director or employee.
Anti-Pledging Policies	Pledging raises potential risks to stockholder value, particularly if the pledge is significant.	Covered persons are prohibited from holding company securities in a margin account or pledging company securities as collateral for a loan.
Insider Trading Policy	Prohibit corporate insiders from taking advantage of material non-public information.	CEO, President and CFO ~~must conduct~~are required to preclear any open market ~~sales of our securities only through~~transactions with the General Counsel and are encouraged to use of Rule 10b5-1 stock trading plans. Prohibits the purchase or sale of securities while in possession of material non-public information.

~~TABLE OF CONTENTS~~

~~Policy~~		~~Considerations~~			~~Material Features~~
Clawback Policy			Permit us to recoup performance-based cash and equity awards when such awards were not properly earned or when executives have engaged in inappropriate actions.			Applies to all executive officers. Allows recoupment of performance-based cash and equity awards if (i) we are required to restate our financial statements due to fraud or intentional misconduct or (ii) an executive officer violates certain company policies, including ~~NortonLifeLock’s code~~Gen’s Code of ~~conduct.~~Conduct.
	Stockholder Approval Policy for Severance Arrangements		~~Our Corporate Governance Guidelines were recently amended to formalize~~	Reflects the Compensation Committee’s ~~long-standing,~~long- standing, self-imposed limit on cash severance benefits.			The Board will seek stockholder approval before the Company enters into any new employment agreement, severance agreement or similar arrangement with any executive officer of the Company, or before the Board or the Compensation Committee establishes any new severance plan or policy covering any executive officer of the Company, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus.

~~Approach to Determining Compensation~~

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Approach to Determining Compensation

We are committed to the following pay philosophy and practices described below.

~~Compensation Committee Decision Process~~

Compensation Committee Decision Process

The Compensation Committee generally oversees the compensation of our NEOs and our executive compensation program and initiatives. The Board will from time to time make decisions regarding the compensation of our CEO and other NEOs when such decisions do not relate to our annual executive compensation program and are tied to our overall business strategy and/or are in connection with transformative strategic transactions.

The Compensation Committee typically reviews executive officer compensation, including base salary, short-term incentives and long-term incentives in the first ~~half~~quarter of each fiscal year. This is timed to align to the fiscal year start and to enable evaluation and incorporation of competitive market compensation levels and practices based on the most recently completed year. In connection with this review, the Compensation Committee carefully considers any feedback or input it may receive from our CEO and from other sources when evaluating the performance of each executive officer. The Compensation Committee then sets or in the case of our CEO makes recommendations regarding each ~~executive officer’s~~NEO’s target total direct compensation for the (current) year as an outcome of this review and the other factors described below.

The Compensation Committee has based most, if not all, of its prior compensation determinations and recommendations, including those made for ~~FY22,~~FY23, on a variety of factors, including:

•

A focus on pay-for-performance

•

A total rewards approach

•

An appropriate pay mix

•

~~TABLE OF CONTENTS~~

•

Appropriate market positioning and competitiveness

•

Avoidance of compensation arrangements that encourage excessive or inappropriate risk taking by our executive officers

•

In the case of equity awards, burn rate and dilution

•

Company performance and individual performance

•

Internal pay equity

•

Retention of Key Executive Talent

•

~~NortonLifeLock’s~~Gen’s financial condition and available resources

•

The accounting and cash flow implications of various forms of executive compensation

•

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•

Our need for a particular position to be filled

•

The recommendations of our CEO (other than with respect to his own compensation)

•

The feedback of our stockholders and investors

As discussed under “Role and Independence of Compensation Consultant” below, for ~~FY22,~~FY23, the Compensation Committee engaged a compensation consultant and once again conducted a formal benchmarking review. In establishing compensation for our executive officers other than our CEO, the Compensation Committee gives weight to the recommendations of our CEO, but final decisions about the compensation of our NEOs are made by our Compensation Committee.

From time to time, special business conditions may warrant additional compensation, such as sign-on bonuses, or equity awards in connection with promotions, in recognition of significant accomplishments, or to attract, retain or incent our executive officers. In these situations, the Compensation Committee or the Board, as applicable, considers and weighs our business need with the potential costs and benefits of special rewards.

~~Role and Independence of Compensation Consultant~~

Role and Independence of Compensation Consultant

The Compensation Committee retains Compensia, Inc. (Compensia), a national compensation consulting firm, to serve as its independent compensation consultant to help the Compensation Committee understand competitive compensation levels and incentive designs. Compensia was solely hired by, and reports directly to, the Compensation Committee. At the Compensation Committee’s discretion, Compensia:

•

attends Compensation Committee meetings;

•

assists the Compensation Committee in determining peer companies and evaluating compensation proposals;

•

assists with the design of incentive compensation programs; and

•

conducts compensation-related research.

In addition, at the Compensation Committee’s direction, Compensia works with our Head of People and Culture and other members of management to obtain information necessary for Compensia to make their own recommendations as to various matters as well as to evaluate management’s recommendations. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.

~~Competitive Market Assessments~~

Competitive Market Assessments

Market competitiveness is one factor that the Compensation Committee considers each year in determining aor recommending an NEO’s overall compensation package, including pay mix. The Compensation Committee relies on various data sources to evaluate the market competitiveness of each pay element, which are provided by its independent compensation consultant. The proxy statements of peer group companies provide detailed pay data for the highest-paid executives. Further, the Radford Global Technology Survey provides compensation information on a broader group of executives, with positions matched based on specific job scope and responsibilities. The Compensation Committee considers data from these sources as a framework for making compensation decisions for each NEO’s position.

The Compensation Committee reviews our peer group on an annual basis, with input from its compensation consultant, and the group may be adjusted from time to time based on, among other factors, a comparison of revenues, market capitalization, industry, business model, peer group performance, merger and acquisition activity and stockholder input.

~~TABLE OF CONTENTS~~

In ~~FY21,~~FY22, the Compensation Committee reviewed our peer group for ~~FY22~~FY23 and made certain changes to our peer group for ~~FY22,~~FY23, based on the following criteria:

•

Focus on software development, or software and engineering-driven companies (with a preference for software companies focusing on security)

•

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•

Are generally comparable in terms of size (~0.5x –— 2.0x the midpoint of the combined company’s projected revenue following the Avast Merger and ~0.25x –— 4.0x the midpoint of the combined company’s projected market ~~capitalization)~~cap following the Avast Merger)

•

Are generally comparable in terms of complexity and global reach

•

Compete with us for talent

Based on the above criteria, the Compensation Committee, with input from Compensia, its independent compensation consultant, determined that it was appropriate to add ~~Palo Alto Networks,~~Autodesk, Inc., ~~SS&C~~Cadence Design Systems, Inc., Check Point Software Technologies Ltd., CrowdStrike Holdings, Inc., DocuSign, Inc., eBay Inc., Electronic Arts Inc., Synopsys, Inc. and Workday, Inc., and to remove Fair Isaac Corporation, PTC Inc., Splunk Inc. and Take-Two Interactive Software, ~~Inc., and McAfee Corp, which have financial characteristics that are similar to NortonLifeLock’s, and remove j2 Global, Inc., Teradata Corp., and Verint Systems~~ Inc. due to lagging revenue and market ~~capitalization.~~capitalization, as well as LogMeIn, Inc., which had been acquired, and McAfee Corp., which had gone private.

As a result, the Compensation Committee, with input from Compensia, selected the following companies as our ~~FY22~~FY23 peer group:

~~Akamai Technologies~~Autodesk, Inc.*	~~GoDaddy~~eBay Inc.*	~~Splunk~~Palo Alto Networks, Inc.
~~Citrix Systems,~~Akamai Technologies, Inc.	~~Juniper Networks~~Electronic Arts Inc.*	SS&C Technologies Holdings, Inc.*
~~Dropbox,~~Cadence Design Systems, Inc.*	~~LogMein,~~Equifax Inc.	~~Take-Two Interactive Software,~~Synopsys, Inc.*
~~Equifax Inc.~~	McAfee Corp.Check Point Software Technologies Ltd.	F5 Networks, Inc.	TransUnion ~~Corp.~~
~~F5 Networks~~Citrix Systems, Inc.	~~NetApp,~~Fortinet, Inc.	Workday, Inc.*
CrowdStrike Holdings, Inc.*	GoDaddy Inc.
~~Fair Isaac Corp.~~DocuSign, Inc.*	~~Palo Alto~~Juniper Networks, Inc.*
~~Fortinet,~~Dropbox, Inc.	~~PTC~~NetApp, Inc.

Added in ~~October 2020.~~January 2022.

**
For FY23, Gen was just above the 50th percentile of the FY23 peer group in terms of both revenue and market cap.

~~Added in March 2021.~~Compensation Risk Assessment

~~Compensation Risk Assessment~~

The Compensation Committee, in consultation with Compensia, has conducted its annual risk analysis of ~~NortonLifeLock’s~~Gen’s compensation policies and practices, and does not believe that our compensation programs encourage excessive or inappropriate risk taking by our executives or are reasonably likely to have a material adverse effect on ~~NortonLifeLock.~~Gen.

We believe that the design and objectives of our executive compensation program provide an appropriate balance of incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive compensation program includes the following design features:

•

A balanced mix of cash and equity; as well as appropriately balanced fixed (base salary) and variable compensation (cash incentives and equity-based awards);

•

A mix of short-term and long-term incentives, with short-term incentives currently representing a significantly lower proportion of the total mix;

•

Cash and equity incentives solely based on achieving company performance objectives and subject to our “claw- back” right under certain circumstances;

•

Caps on annual cash incentive and PRU payouts;

•

Stock ownership guidelines which align the interests of our executive officers with those of our stockholders; and

•

General alignment with prevalent low-risk pay practices.

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~~Burn Rate and Dilution~~

Executive Compensation and Related Information

Burn Rate and Dilution

We closely manage how we use our equity to compensate employees. In ~~FY22,~~FY23, our gross burn rate was ~~0.71%~~.57%, our net burn rate was ~~0.53%~~.43% and our overhang was 4%4.55%. The Compensation Committee determines the percentage of equity to be made available for our equity programs with reference to the companies in our peer group.

~~Tax and Accounting Considerations~~

Tax and Accounting Considerations

While Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive ~~officers. While the Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation,~~officers, the Compensation Committee retains the discretion to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives.

Accounting considerations also play a role in the design of our executive compensation program. Accounting rules require us to expense the grant date fair values of our equity awards (that is, the value of our equity awards based on U.S. GAAP), which reduces the amount of our reported profits under U.S. GAAP. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the number, share amounts and the fair values of the equity awards that are granted each year.

Compensation Committee Interlocks and Insider Participation

~~TABLE OF CONTENTS~~

~~Compensation Committee Interlocks and Insider Participation~~

The members of the Compensation Committee during ~~FY22~~FY23 were Susan P. Barsamian, Nora Denzel and Peter Feld. None of the members of the Compensation Committee in ~~FY22~~FY23 were at any time during ~~FY22~~FY23 or at any other time an officer or employee of ~~NortonLifeLock~~Gen or any of its subsidiaries, and none had or have any relationships with ~~NortonLifeLock~~Gen that are required to be disclosed under Item 404 of Regulation S-K. None of ~~NortonLifeLock’s~~Gen’s executive officers has served as a member

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of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee during ~~FY22.~~FY23.

~~Compensation Committee Report~~

Compensation Committee Report

The information contained in the following report is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by ~~NortonLifeLock~~Gen under the Exchange Act or the Securities Act of 1933 unless and only to the extent that ~~NortonLifeLock~~Gen specifically incorporates it by reference.

The Compensation Committee has reviewed and discussed with management the CD&A contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended ~~April 1, 2022.~~March 31, 2023.

By: The Compensation and Leadership Development Committee of the Board:

Peter A. Feld (Chair)

Susan P. Barsamian

Nora M. Denzel

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Executive Compensation Tables

The following table shows for the fiscal year ended ~~April 1, 2022,~~March 31, 2023, compensation awarded to or earned by our named executive officers.

~~Summary Compensation Table for Fiscal 2022~~

Name and Principal Position
Fiscal
Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation
($)(2)

All Other
Compensation
($)(3)

Total
($)

Vincent Pilette 2022 885,577 — 11,437,131 1,181,250 13,547 13,517,505
Chief Executive Officer &
President 2021 753,974 1,300,000 10,278,897 1,485,000 11,703 13,829,574
2020 568,750 — 19,446,262 552,500 28,979 20,596,491
Natalie M. Derse 2022 495,192 — 11,197,900 420,000 8,678 12,121,770
Chief Financial Officer 2021 339,946 — 5,393,552 570,000 8,534 6,312,032
Bryan S. Ko 2022 496,154 — 11,197,900 420,000 16,330 12,130,384
Chief Legal Officer, Secretary
and Head of Corporate Affairs 2021 472,615 — 3,023,197 576,000 16,553 4,088,365
2020 123,333 1,000,000 4,490,760 82,938 4,241 5,701,272

Summary Compensation Table for Fiscal 2023

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Vincent Pilette Chief Executive Officer & President		2023		940,385		—		23,336,211		1,005,813		8,956		25,291,365
		2022		885,577		—		11,437,131		1,181,250		13,547		13,517,505
		2021		753,974		1,300,000		10,278,897		1,485,000		11,703		13,829,574
Ondrej Vlcek President		2023		387,196(4)		—		17,507,192		297,154		—		18,191,542
Natalie M. Derse Chief Financial Officer		2023		540,385		—		3,647,297		372,680		6,981		4,567,343
		2022		495,192		—		11,197,900		420,000		8,678		12,121,770
		2021		339,946		—		5,393,552		570,000		8,534		6,312,032
Bryan S. Ko Chief Legal Officer, Secretary and Head of Corporate Affairs		2023		524,231		—		3,366,811		359,128		10,598		4,260,768
		2022		496,154		—		11,197,900		420,000		16,330		12,130,384
		2021		472,615		—		3,023,197		576,000		16,553		4,088,365

(1)

The amounts shown in this column reflect the aggregate grant date fair value of ~~PRUs and~~ RSUs and ~~the incremental fair value as of the modification dates for certain awards that were modified in FY20,~~PRUs calculated ~~in each case,~~ in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The grant date fair value of each award was determined based on the fair value of our common stock on the grant date except that the fair value of each PRU that contains a market condition was estimated using the Monte Carlo simulation model. For a discussion of the valuation methodology and the metrics used for PRUs and RSUs, see Note 15 of our Annual Report on Form 10-K and “Equity Incentive Awards” in the Compensation Discussion and Analysis Section, ~~above, and Note 15 of our FY22 Annual Report on Form 10-K.~~above. For details of the awards granted in ~~FY22,~~FY23, see the table “Grants of Plan-Based Awards,” below.

The table below sets forth the grant date fair value determined in accordance with ASC Topic 718 principles for the performance-related components of ~~FY22, FY21, and FY20 PRU~~these awards. Also set forth below are the grant date fair values pertaining to the market-related component or the TSR adjustment, determined upon the grant dates ~~for FY22, FY21, and FY20,~~ and which are not subject to probable or maximum outcome assumptions. Additional details of assumptions used in the valuations of the awards are included in Note 15 of our ~~FY22~~ Annual Report on Form 10-K.

Name	Maximum Outcome of Performance Conditions Fair Value for FY22 ($)		Market-Related Component Fair Value for FY22 ($)		Maximum Outcome of Performance Conditions Fair Value for FY21 ($)		Market-Related Component Fair Value for FY21 ($)		Maximum Outcome of Performance Conditions Fair Value for FY20 ($)		Market-Related Component Fair Value for FY20 ($)		Maximum Outcome of Performance Conditions Fair Value for FY23 ($)		Market-Related Component Fair Value for FY23 ($)		Maximum Outcome of Performance Conditions Fair Value for FY22 ($)		Market-Related Component Fair Value for FY22 ($)		Maximum Outcome of Performance Conditions Fair Value for FY21 ($)		Market-Related Component Fair Value for FY21 ($)
Vincent Pilette		5,624,734		4,874,948		5,078,369		4,354,139		9,243,084		5,184,477		5,888,295		16,466,542		5,624,734		4,874,948		5,078,370		4,354,139
Ondrej Vlcek														4,053,513		9,614,245		—		—		—		—
Natalie Derse		1,730,668		1,730,668		2,389,976		1,808,588		—		—		1,810,358		1,535,222		1,730,668		7,482,453		2,389,976		1,808,588
Bryan Ko		1,730,668		1,730,668		1,493,633		1,280,625		—		2,688,301		1,671,141		1,417,163		1,730,668		7,482,453		1,493,633		1,280,625

(2)

For ~~FY22,~~fiscal year 2023, represents the named executive officer’s annual bonus under the ~~FY22~~FY23 Executive Annual Incentive Plan, which was earned in ~~FY22~~fiscal year 2023 and paid in ~~FY23.~~fiscal year 2024.

(3)

The ~~FY22~~FY23 amounts are comprised of the following:

	Contribution Plans 401(k) and HSA ($)		Tax Planning Services ($)		Total ($)		Contribution Plans 401(k) ($)		Financial Planning Services ($)		Total ($)
Vincent Pilette		7,251		6,296		13,547		6,231		2,725		8,956
Ondrej Vlcek								—		—		—
Natalie M. Derse		8,678		—		8,678		6,981		—		6,981
Bryan S. Ko		6,280		10,050		16,330		6,848		3,750		10,598

(4)

Mr. Vlcek’s salary and non-equity incentive plan compensation has been converted from Czech koruna to US dollar using a pre-determined fixed FX rate (.04457) and reflects his earnings beginning from October 2022.

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The following table shows for ~~FY22,~~FY23, certain information regarding grants of plan-based awards to our named executive officers from our incentive plans:

~~Grants of Plan-Based Awards in Fiscal 2022~~

Name
Grant
Date

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)

All Other
Option
Awards:
Number
of Securities
Underlying
Options
(#)

Exercise or
Base Price
of Option
Awards
($/Sh)

Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(4)

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Vincent Pilette
EAIP-Cash — 1,125,000 2,250,000 — — — — — — —
PRU TSR 5/10/21 — — — 66,707 133,414 266,828 — — — 4,874,948
PRU CAGR 5/10/21 — — — — 133,414 266,828 — — — 2,812,367
RSU 5/10/21 — — — — — — 177,885 — — 3,749,816
Natalie M. Derse
EAIP-Cash — 400,000 800,000 — — — — — — —
VCP PRU 12/10/21 — — — 104,623 209,251 418,502 — — — 5,982,486
VCP RSU 12/10/21 — — — — — — 69,750 — — 1,696,320
PRU TSR 5/10/21 — — — 20,525 41,050 82,100 — — — 1,499,967
PRU CAGR 5/10/21 — — — — 41,050 82,100 — — — 865,334
RSU 5/10/21 — — — — — — 54,734 — — 1,153,793
Bryan S. Ko
EAIP-Cash — 400,000 800,000 — — — — — — —
VCP PRU 12/10/21 — — — 104,623 209,251 418,502 — — — 5,982,486
VCP RSU 12/10/21 — — — — — — 69,750 — — 1,696,320
PRU TSR 5/10/21 — — — 20,525 41,050 82,100 — — — 1,499,967
PRU CAGR 5/10/21 — — — — 41,050 82,100 — — — 865,334
RSU 5/10/21 — — — — — — 54,734 — — 1,153,793

Grants of Plan-Based Awards in Fiscal 2023

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Vincent Pilette
EAIP				—		1,187,500		2,375,000		—		—		—		—		—		—		—
RSU		7/8/22		—		—		—		—		—		—		170,157		—		—		3,925,522
PRU TSR		7/8/22		—		—		—		63,809		127,618		255,236		—		—		—		4,993,692
PRU Bookings and Margin Growth (BMG)		7/8/22		—		—		—		—		127,618		255,236		—		—		—		2,944,147
PRU VCP		7/8/22		—		—		—		212,697		425,393		1,276,179		—		—		—		11,472,849
Ondrej Vlcek
EAIP				—		771,828		1,543,656		—		—		—		—		—		—		—
RSU		11/10/22		—		—		—		—		—		—		139,808		—		—		3,163,855
RSU		10/10/22		—		—		—		—		—		—		130,045		—		—		2,702,335
PRU TSR		10/10/22		—		—		—		48,767		97,534		195,068		—		—		—		3,437,098
PRU BMG		10/10/22		—		—		—		—		97,534		195,068		—		—		—		2,026,757
PRU VCP		10/10/22		—		—		—		162,557		325,113		975,339		—		—		—		6,177,147
Natalie M. Derse
EAIP				—		440,000		880,000		—		—		—		—		—		—		—
RSU		5/10/22		—		—		—		—		—		—		49,241		—		—		1,206,897
PRU TSR		5/10/22		—		—		—		18,466		36,931		73,862		—		—		—		1,535,222
PRU BMG		5/10/22		—		—		—		—		36,931		73,862		—		—		—		905,178
Bryan S. Ko
EAIP				—		424,000		848,000		—		—		—		—		—		—		—
RSU		5/10/22		—		—		—		—		—		—		45,454		—		—		1,114,078
PRU TSR		5/10/22		—		—		—		17,046		34,091		68,182		—		—		—		1,417,163
PRU BMG		5/10/22		—		—		—		—		34,091		68,182		—		—		—		835,570

(1)

The amounts shown in the “EAIP” rows represent potential cash bonus eligible to be earned under the ~~FY22~~ Executive Annual Incentive Plan ~~(FY22 EAIP).~~for fiscal 2023. For more information, ~~on the FY22 EAIP,~~ see “Compensation Discussion and Analysis — Executive Annual Incentive Plan”.

(2)

The amounts shown in the ~~“VCP PRU,”~~ “PRU TSR”, “PRU BMG”, and “PRU ~~CAGR”~~VCP” rows represent the PRUs granted in ~~FY22~~fiscal 2023 under our 2013 Equity Incentive Plan ~~for~~(or the Avast Limited Long Term Incentive Plan with respect to the PRUs granted to Mr. Vlcek) with vesting conditions based on achievement levels of specific company performance ~~portion~~and market conditions and service through the end of ~~PRUs granted in FY22.~~the applicable performance period. For more information on the ~~FY22~~FY23 PRUs reflected in the “PRU TSR” and “PRU ~~CAGR”~~BMG” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — ~~FY22~~FY23 Performance-based Restricted Stock Units.” For more information on the ~~FY22~~FY23 PRUs reflected in the “VCP PRU” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Value Creation Program (VCP) — VCP PRUs.”

(3)

The amounts shown in the “RSU” ~~and “VCP RSU”~~ rows represent the service-based RSUs granted in ~~FY22~~fiscal 2023 under our 2013 Equity Incentive ~~Plan.~~Plan (or the Avast Limited Long Term Incentive Plan with respect to the RSUs granted to Mr. Vlcek). The RSUs ~~reflected in the “RSU” rows were~~ granted on July 8, 2022 and May 10, ~~2021 and~~2022 become fully vested over three years, with 33%, 33%, and 34% vesting on May 1, ~~2022,~~2023, May 1, ~~2023,~~2024, and May 1, 2025, respectively, subject to service through the applicable vesting date. The RSU granted on October 10, 2022 becomes fully vested over three years, with 33%, 33% and 34% vesting on October 1, 2023, October 1, 2024, ~~respectively.~~and October 1, 2025, respectively, subject to service through the applicable vesting date. The RSU granted on November 10, 2022 becomes fully vested on November 1, 2025, subject to service through the vesting date. For more information on the FY23 RSUs (other than the RSUs granted on November 10, 2022) reflected in the ~~“VCP RSU”~~“RSU” rows, ~~were granted on December 10, 2021~~see “Compensation Discussion

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Executive Compensation and ~~become fully vested on December 1, 2023.~~Related Information

and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — FY23 Restricted Stock Units.” For more information on the ~~FY22~~FY23 RSUs granted on November 10, 2022 reflected in the “RSU” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — ~~FY22 Restricted Stock Units.” For information on the FY22 RSUs reflected in the “VCP RSU” rows, see “Compensation Discussion and Analysis —~~Investment Match Equity ~~Incentive Awards — Value Creation Program (VCP) — VCP RSUs.~~Grant.”

(4)

~~(4)~~

Represents the grant date fair value of PRU and RSU awards, in each case, determined in accordance with FASB ASC Topic 718. The grant date fair value for PRU awards granted in FY22 assumes the probable outcome of the performance conditions applicable thereto. The grant date fair value of RSU awards was calculated by multiplying the closing price of the underlying common stock on the date of grant by the number of stock awards granted. The assumptions used in calculating the grant date fair value of the stock awards are incorporated herein by reference to Note 15See footnote (1) to the ~~consolidated financial statements contained in the 2022 Annual Report on Form 10-K.~~Summary Compensation Table for more information.

The following table shows for ~~FY22,~~FY23, certain information regarding outstanding equity awards at fiscal year end for our named executive officers.

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~~Outstanding Equity Awards at Fiscal Year End 2022~~

Name					Grant Date		Option Awards															Stock Awards
~~Name~~			Number of Securities Underlying Unexercised Options Exercisable (#)					~~Grant~~ Number of Securities Underlying Unexercised Options Unexercisable (#)			Equity Incentive plan awards: number of securities underlying unexercised unearned options (#)			Option Exercise Price ($)			Option Expiration Date			Number of ~~Securities~~ ~~Underlying~~ ~~Unexercised~~ ~~Options~~ ~~Exercisable~~ Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested(1) ($)			Equity Incentive Plan Awards: Number of ~~Securities~~ ~~Underlying~~ ~~Unexercised~~ ~~Options~~ ~~Unexercisable~~ Unearned Shares, Units or Other Rights that Have Not Yet Vested (#)			Equity Incentive ~~plan awards:~~ ~~number~~ Plan Awards: Value of ~~securities~~ ~~underlying~~ ~~unexercised~~ ~~unearned~~ ~~options~~ ~~(#)~~			~~Option~~ ~~Exercise~~ ~~Price~~ ~~($)~~	~~Option~~ ~~Expiration~~ ~~Date~~	~~Number of~~ Unearned Shares, or ~~Units of~~ ~~Stock That~~ ~~Have Not~~ ~~Vested~~ ~~(#)~~	~~Market Value~~ ~~of Shares or~~ ~~Units of~~ ~~Stock That~~ ~~Have Not~~ ~~Vested~~ ~~($)(1)~~	~~Equity~~ ~~Incentive~~ ~~Plan~~ ~~Awards:~~ ~~Number of~~ ~~Unearned~~ ~~Shares,~~ Units or Other Rights that Have Not Yet Vested ~~(#)~~	~~Equity~~ ~~Incentive~~ ~~Plan~~ ~~Awards:~~ ~~Value of~~ ~~Unearned~~ ~~Shares,~~ ~~Units or~~ ~~Other~~ ~~Rights~~ ~~that Have~~ ~~Not Yet~~ ~~Vested~~ (1) ($)~~(1)~~
Vincent Pilette		~~5/10/21~~07/08/2022					—			—			—			—			—			~~177,885~~170,157(2)			~~4,792,222~~2,919,894			—			—
			~~5/10/21~~07/08/2022					—			—			—			—			—			—			—			~~266,282~~127,618(3)			~~7,188,347~~2,189,925
			~~5/10/21~~07/08/2022					—			—			—			—			—			—			—			~~266,282~~255,236(4)			~~7,188,347~~4,379,850
			~~7/10/20~~					—			—			—			—			—			~~111,740(5)~~			~~3,010,276~~			—			—
			~~7/10/20~~07/08/2022					—			—			—			—			—			—			—			~~250,166(6)~~212,697(5)			~~6,739,472~~3,649,881
		05/10/2021		7/		—			—			—			—			—			119,182(6)			2,045,163			—			—
		05/10/202021				—			—			—			—			—			—			—			~~250,166~~266,828(7)			~~6,739,472~~
	~~Natalie M. Derse~~		~~12/10/21~~					—			—			—			—			—			~~69,750(8)~~			~~1,879,065~~			—			—4,578,768
		~~12/~~05/10/212021				—			—			—			—			—			—			—			~~209,251(9)~~266,828(8)			~~5,637,222~~4,578,768
		5/07/10/212020				—			—			—			—			—			~~54,734(2)~~56,704(9)			~~1,474,534~~973,041			—			—
Ondrej Vlcek		11/10/2022				—			—			—			—			—			139,808(10)			2,399,105			—			—
		10/10/2022		5/		—			—			—			—			—			130,045(11)			2,231,572			—			—
		10/2110/2022				—			—			—			—			—			—			—			97,534(3)			1,673,683
		10/10/2022				—			—			—			—			—			—			—			195,068(4)			3,347,367
		10/10/2022				—			—			—			—			—			—			—			162,557(5)			2,789,478
		03/22/2021				—			—			—			—			—			48,639(12)			834,645			—			—
Natalie M.Derse		05/10/2022				—			—			—			—			—			49,241(2)			844,976			—			—
		05/10/2022				—			—			—			—			—			—			—			36,931(3)			633,736
		05/10/2022				—			—			—			—			—			—			—			73,862(4)			1,267,472
		12/10/2021				—			—			—			—			—			69,750(13)			1,196,910			—			—
		12/10/2021				—			—			—			—			—			—			—			104,626(5)			1,795,382
		05/10/2021				—			—			—			—			—			36,671(6)			629,274			—			—
		05/10/2021				—			—			—			—			—			—			—			82,100~~(3)~~(7)			~~2,211,774~~1,408,836
			5/05/10/212021					—			—			—			—			—			—			—			82,100~~(4)~~(8)			~~2,211,774~~1,408,836
			8/08/10/202020					—			—			—			—			—			~~51,956(10)~~25,978(9)			~~1,399,695~~445,782			—			—

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Name		Grant Date			Option Awards															Stock Awards
Name		Grant Date			Number of Securities Underlying Unexercised Options Exercisable (#)			Number of Securities Underlying Unexercised Options Unexercisable (#)			Equity Incentive plan awards: number of securities underlying unexercised unearned options (#)			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested(1) ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested (#)			Equity Incentive Plan Awards: Value of Unearned Shares, Units or Other Rights that Have Not Yet Vested(1) ($)
BryanS.Ko			05/10/2022			—			—			—			—			—			45,454(2)			779,991			—			—
				8/05/10/202022			—			—			—			—			—			—			—			~~103,912(6)~~34,091(3)			~~2,799,390~~585,002
				8/05/10/202022			—			—			—			—			—			—			—			~~103,912(7)~~68,182(4)			~~2,799,390~~1,170,003
	~~Bryan S. Ko~~			12/10/212021			—			—			—			—			—			69,750~~(8)~~(13)			~~1,879,065~~1,196,910			—			—
				12/10/212021			—			—			—			—			—			—			—			~~209,251(9)~~104,626(5)			~~5,637,222~~1,795,382
				5/05/10/212021			—			—			—			—			—			~~54,734(2)~~36,671(6)			~~1,474,534~~629,274			—			—
				5/05/10/212021			—			—			—			—			—			—			—			82,100~~(3)~~(7)			~~2,211,774~~1,408,836
				5/05/10/212021			—			—			—			—			—			—			—			82,100~~(4)~~(8)			~~2,211,774~~1,408,836
				7/07/10/202020			—			—			—			—			—			~~32,864(5)~~16,677(9)			~~885,356~~			—			—
			~~7/10/20~~			—			—			—			—			—			—			—			~~73,578(6)~~			~~1,982,192~~
			~~7/10/20~~			—			—			—			—			—			—			—			~~73,578(7)~~			~~1,982,192~~
			~~1/10/20~~			—			—			—			—			—			~~27,217(11)~~			~~733,226~~286,177			—			—

(1)

The market value is calculated based on ~~$26.94~~$17.16 per share, the fair value of our common stock on ~~April 1, 2022.~~March 31, 2023.

(2)

These RSUs granted in fiscal 2023 vest over three years, with 33%, 33% and 34% vesting on May 1, ~~2022,~~2023, May 1, ~~2023,~~2024, and May 1, ~~2024, respectively.~~2025, respectively, subject to service through the applicable vesting date.

(3)

These ~~FY22~~ PRUs granted in fiscal 2023 (TSR) have a three-year performance period from ~~FY22 through FY24~~April 2, 2022 to April 4, 2025, and will vest based on achievement of certain relative TSR targets against the Nasdaq Composite ~~Index.~~Index, subject to service through the last day of FY25. As of ~~the end of FY22,~~March 31, 2023, the aggregate achievement of the performance metrics ~~applicable to~~was trending above the ~~FY22 PRUs (TSR) was tracking~~threshold payout level but not above the target payout level and, as a result, the number of shares ~~reflected~~shown is 100% of the shares granted. As soon as ~~outstanding as of~~practical following the end of ~~FY22 assumes maximum level~~the performance period, the Company shall determine the number of ~~achievement. The~~PRUs earned ~~portion~~and complete the settlement of ~~these FY22 PRUs (TSR) vests at the end of FY24.~~shares.

(4)

These ~~FY22~~ PRUs ~~(CAGR) have~~granted in fiscal 2023 (BMG) vest after the completion of a ~~two-year performance~~three-year period from ~~FY22 through FY23~~April 2, 2022 to April 4, 2023, and will vest based on achievement of certain ~~CAGR for revenue goals, with an additional fiscal year~~average bookings growth and non-GAAP operating margin performance measured over a two-year period from FY24-FY25, subject to ~~achieve~~service through the ~~threshold CAGR for revenue goal if it is not satisfied over such two-fiscal year period.~~last day of FY25. As of ~~the end of FY22,~~March 31, 2023, the aggregate achievement of the performance metrics ~~applicable to~~was trending above the ~~FY22 PRUs (CAGR) was tracking above~~ target payout level and, as a result, the number of shares ~~reflected as outstanding as~~shown is 200% of the ~~end of FY22 assumes maximum level of achievement. The earned portion of these FY22 PRUs (CAGR) vests at~~shares granted. As soon as practical following the end of the ~~applicable~~ performance ~~period.~~period, the Company shall determine the number of PRUs earned and complete the settlement of shares.

(5)

These PRUs granted in fiscal years 2022 and 2023 (VCP) have a performance period ending April 3, 2026, and will vest based on achievement of certain share price appreciation with relative total shareholder return (rTSR) gates, subject to service through the last day of FY26. As of March 31, 2023, the aggregate achievement of the performance metrics was tracking at below the threshold level and, as a result, the number of shares shown is 50% of the shares granted. As soon as practical following the end of the performance period, the Company shall determine the number of PRUs earned and complete the settlement of shares.

(6)

These RSUs granted in fiscal 2022 vest ~~over three years, with~~ 33%, 33% and 34% ~~vesting~~over three years on ~~June 1, 2021, June~~May 1, 2022, ~~and June~~May 1, 2023 ~~respectively.~~and May 1, 2024, respectively, subject to service through the applicable vesting date.

~~(6)~~
(7)

These ~~FY21~~ PRUs granted in fiscal 2022 (TSR) have a three-year performance period from ~~FY21 through FY23~~April 3, 2021 to March 29, 2024, and ~~will~~ vest based on achievement of certain relative TSR targets against the Nasdaq Composite ~~Index.~~Index, subject to service through the last day of FY24. As of ~~the end of FY22,~~March 31, 2023, the aggregate achievement of the performance metrics ~~applicable to~~was trending above the ~~FY21 PRUs (TSR) was tracking above~~ target payout level and, as a result, the number of shares ~~reflected~~shown is 200% of the shares granted. As soon as ~~outstanding as of~~practical following the end of ~~FY22 assumes maximum level~~the performance period, the Company shall determine the number of ~~achievement. The~~PRUs earned ~~portion~~and complete the settlement of ~~these FY21 PRUs (TSR) vests at the end of FY23.~~shares.

~~(7)~~
(8)

These ~~FY21~~ PRUs granted in fiscal 2022 (CAGR) ~~have~~vest after the completion of a three-year ~~performance~~ period from ~~FY21 through FY23~~April 3, 2021 to March 29, 2024, and ~~will~~ vest based on ~~achievement~~CAGR growth measured over a two-year period from FY22-FY23, with an additional fiscal year (FY24) to achieve this goal if it is not satisfied over such two-fiscal year period, subject to service through the last day of ~~certain CAGR for revenue goals.~~FY24. As of ~~the end of FY22,~~March 31, 2023, the aggregate achievement of the performance metrics ~~applicable to~~was trending above the ~~FY21 PRUs (CAGR) was tracking above~~ target payout level and, as a result, the number of shares ~~reflected~~shown is 200% of the shares granted. As soon as ~~outstanding as of~~practical following the end of ~~FY22 assumes maximum level~~the performance period, the Company shall determine the number of ~~achievement. The~~PRUs earned ~~portion~~and complete the settlement of ~~these FY21 PRUs (CAGR) vests at the end of FY23.~~shares.

~~(8)~~
(9)

These ~~VCP~~ RSUs ~~100%~~granted in fiscal 2021 vest 33%, 33% and 34% over three years on June 1, 2021, June 1, 2022 and June 1, 2023, respectively, subject to service through the applicable vesting date.

(10)

These RSUs granted in fiscal 2023 cliff vest 100% on ~~December~~November 1, ~~2021.~~2025, subject to service through the vesting date.

~~(9)~~
(11)

These ~~VCP PRUs have a performance period from December~~RSUs granted in fiscal 2023 vest over three years, with 33%, 33%, and 34% to vest on October 1, ~~2021~~2023, October 1, 2024, and October 1, 2025, respectively, subject to service through ~~FY26 and will vest based on~~ the ~~Company’s share price appreciation,~~applicable vesting date.

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(12)

These RSUs were assumed as ~~measured against certain share price targets,~~part of the Avast transaction in fiscal 2023 and cliff vest 100% on March 1, 2024, subject to service through the ~~achievement of certain relative TSR targets against the Nasdaq Composite Index. The earned portion of these PRUs vests at the end of FY26.~~

~~(10)~~

~~These RSUs vest over three years, with 50%, 25%, and 25%~~ vesting ~~on June 1, 2021, June��2022, and June 1, 2023, respectively.~~date.

~~(11)~~
(13)

These RSUs (VCP) granted in fiscal 2022 cliff vest ~~over three years, with 30%, 30%, and 40% vesting~~100% on December 1, ~~2020, December 1, 2021, and December 1, 2022, respectively.~~2023, subject to service through the vesting date.

The following table shows for ~~FY22,~~FY23, certain information regarding option exercises and stock vested during the last fiscal year with respect to our named executive officers:

~~Option Exercises and Stock Vested in Fiscal 2022~~

Option Awards Stock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)

Value Realized
on Exercise
($)

Number of
Shares
Acquired
on Vesting(1)
(#)

Value
Realized
on Vesting(2)
($)

Vincent Pilette — — 55,037 1,534,982
Natalie M. Derse — — 51,956 1,449,053
Bryan S. Ko — — 186,733 4,982,277

Option Exercises and Stock Vested in Fiscal 2023

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting(1) (#)		Value Realized on Vesting(2) ($)
Vincent Pilette		—		—		541,736		10,155,029
Ondrej Vlcek		—		—		22,120(3)		446,160
Natalie M. Derse		—		—		221,819		4,135,792
Bryan S. Ko		—		—		187,348		3,653,407

(1)

The number of shares and value realized for stock awards set forth above reflect (i) RSUs that vested and settled in ~~FY22~~FY23 and (ii) PRUs that vested at the end of the performance period in ~~FY22 and~~FY23 but were settled in ~~FY23.~~fiscal 2024.

(2)

The value realized upon vesting is based on (i) the closing price of our common stock upon vesting ~~in the case of~~for RSUs and (ii) the closing price of our common stock on ~~April 1, 2022~~March 31, 2023 for PRUs.

(3)

Represents RSUs assumed in the ~~case of PRUs.~~Avast merger, which vested and settled in FY23.

~~Non-Qualified Deferred Compensation in Fiscal 2022~~

Non-Qualified Deferred Compensation in Fiscal 2023

The table below provides information on the non-qualified deferred compensation of the named executive officers for the fiscal year ended ~~April 1, 2022.~~March 31, 2023.

	Non-Qualified Deferred Compensation										Non-Qualified Deferred Compensation
Name	Executive Contributions in Last Fiscal Year ($)(1)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)(2)		Aggregate Withdrawals/ Distributions (#)		Aggregate Balance at Last Fiscal Year-End ($)(3)		Executive Contributions in Last Fiscal Year ($)(1)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)(2)		Aggregate Withdrawals/ Distributions (#)		Aggregate Balance at Last Fiscal Year-End ($)(3)
Vincent Pilette		—		—		—		—		—		—		—		—		—		—
Ondrej Vlcek												—		—		—		—		—
Natalie M. Derse		—		—		—		—		—		—		—		—		—		—
Bryan S. Ko		93,462		—		4,078		—		204,010		228,288.45		—		-2,755.12		—		427,218.91

(1)

The amount reflected includes ~~FY22~~FY23 salary contributions which is reported as “Salary” in the “Summary Compensation Table” for ~~FY22.~~FY23.

(2)

The amount reflected isare not included in the Summary Compensation Table for ~~FY22. This amount consists~~FY23. These amounts consist of dividends, interest and change in market value attributed to ~~Mr. Ko’s~~each executive officer’s entire account balance during ~~FY22,~~FY23, which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation themselves.

(3)

$~~94,523~~187,985 of this amount was previously reported as “Salary” in the Summary Compensation Table in the Proxy Statements for prior Annual Meetings.

~~In FY22, certain management~~During the first three quarters of FY23, employees ~~on our U.S. payroll~~located in the US with a base salary of $180,000 or greater, including each of the named executive officers, were eligible to participate in the ~~NortonLifeLock Inc.~~Gen Digital Deferred Compensation ~~Plan.~~Plan (the Deferred Compensation Plan). The ~~plan~~Deferred Compensation Plan provides for the opportunity for participants to defer up to 75% of base salary and 100% of variable pay each year and up to 100% of sales commissions as a separate election. Variable pay included annual incentive plan and commission payments. Deferral elections must be made prior to the beginning of a calendar year and cannot be revoked as of the day immediately prior to commencement of that year. Participants have the opportunity to elect each year whether to receive that year’s deferrals upon a specified date or upon termination of employment, and the form of payment elected will be honored regardless of a participant’s length of service.

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Executive Compensation and Related Information

The ~~plan~~Deferred Compensation Plan is ~~“unfunded”~~“unfunded,” and all deferrals are general assets of ~~NortonLifeLock.~~Gen. Amounts deferred by each participant under the ~~plan~~Deferred Compensation Plan are credited to a bookkeeping account maintained on behalf of each participant. The bookkeeping account under the ~~plan~~Deferred Compensation Plan will then be adjusted based on the performance of the measurement funds that have been selected by the participant. The measurement funds available under the ~~plan~~Deferred Compensation Plan include the investment funds available under our 401(k) plan as well as additional asset classes. Each participant may change their measurement fund selections on a daily basis. The ~~plan~~Deferred Compensation Plan requires that benefits accumulated in the bookkeeping accounts for each participant not meeting a 5-year service requirement be distributed to the participant following his or her termination of employment with us for any reason.

~~TABLE OF CONTENTS~~

If a 5-year service requirement is met, accumulated benefits in the participant’s account will be distributed according to the participant’s designated payment election.

Upon first entering the Deferred Compensation Plan, a participant has the option to make a one-time election, which will apply to all future account balances to determine how they will be paid in the event of a change in control. By making the one-time election a participant will receive all remaining account balances in a lump sum in the month following the month of termination, if termination occurs within two (2) years following a change in control. If a participant’s employment ended before the change in control, any remaining balances will be distributed in a lump sum within 90 days of the change in control.

Effective January 1, 2023, the Gen Digital Deferred Compensation Plan was frozen, meaning no new employees could participate in the plan and no future contributions could be made to the plan following such date, with the exception of the fiscal year 2023 annual incentive plan deferral elections, which were made in calendar year 2022. Deferrals in the Deferred Compensation Plan will continue to be maintained on behalf of each participant.

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~~POTENTIAL PAYMENTS UPON TERMINATION~~
~~OR CHANGE-IN-CONTROL~~Potential Payments Upon Termination or Change-in-Control

Set forth below is a description of the plans and agreements (other than the Deferred Compensation Plan) that could result in potential payouts to our named executive officers in the case of their termination of employment and/or a change in control of ~~NortonLifeLock.~~Gen. For information regarding potential payouts upon termination under the Deferred Compensation Plan, in which certain of our executive officers participate, see “Non-Qualified Deferred Compensation in Fiscal ~~2022”~~2023” above.

~~NortonLifeLock Executive Retention Plan~~

Gen Digital Executive Retention Plan

In January 2001, the Board approved the ~~NortonLifeLock~~Gen Digital Executive Retention Plan, to ~~deal with~~address terminations of employment ~~termination~~ resulting from a change in control of ~~NortonLifeLock,~~Gen, which ~~has been modified by the Board a number of times, including~~was most recently in January 2021. Under the terms of the plan, all equity compensation awards (including, among others, stock options, PRUs, and RSUs) granted by ~~NortonLifeLock~~Gen to its Section 16(b) officers (including our named executive officers) would become fully vested (at target or to the extent of achievement for PRUs) and, if applicable, exercisable following a change in control of ~~NortonLifeLock~~Gen (as defined in the plan) after which the officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control.

The plan also provides for the payment of a cash severance benefit for our named executive officers equal to one times such officer’s base salary and target payout under the Executive Annual Incentive Plan applicable to such named executive officer in the circumstances described above (i.e., following a change in control of ~~NortonLifeLock~~Gen after which the officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control).

~~NortonLifeLock Executive Severance Plan~~

Gen Digital Executive Severance Plan

In April 2012, the Compensation Committee adopted the ~~NortonLifeLock~~Gen Digital Executive Severance Plan to provide severance benefits to ~~specified officers~~vice presidents and above of ~~NortonLifeLock,~~Gen as well as certain other designated employees, which was amended and restated by the Board in January 2021. ~~Executive officers must meet certain criteria in order to participate in~~To receive benefits under the plan, ~~including, among other criteria,~~participants must (i) ~~the executive officer was~~be involuntarily terminated from active employment other than for cause (as defined in the plan); (ii) ~~the executive officer was~~ not be terminated due to the sale of a business, part of a business, divestiture or spin-off and offered employment upon terms and conditions substantially identical to those in effect immediately prior to such sale, divestiture or spin-off; and (iii) ~~the executive officer is~~ not be entitled to severance under any other plan, fund, program, policy, arrangement or individualized written agreement providing for severance benefits that is sponsored or funded by ~~NortonLifeLock.~~Gen.

Under the terms of the plan, ~~the executive officer~~a participant will receive severance payments equal to one times the sum of his or her base salary in effect at the time of his or her involuntary termination, COBRA ~~premium~~premiums for the duration of the severance pay (12 months), and ~~is also entitled to receive~~ six months of outplacement services, including counseling and guidance. The ~~executive officer~~participant is solely responsible for all COBRA premiums for his or her continuation coverage. In addition, the ~~executive officer~~participant will receive an additional payment equivalent to 75% of the ~~executive officer’s~~participant ‘s prorated target cash incentive award under the Executive Annual Incentive Plan in effect for such fiscal year toif the ~~executive officer who~~participant was terminated in the second half of ~~such~~the fiscal year or after the end of the fiscal year but prior to payment, and was employed in good standing for a minimum of six (6) months prior to his or her termination date. ~~This payment was added to standardize benefits to all our executive officers and to be competitive with overall market practices.~~

Payment of such severance payments, one-time bonus payment, outplacement services and 75% of the prorated target cash incentive award under the Executive Annual Incentive Plan pursuant to the NortonLifeLock Executive Severance Planbenefits is subject to the ~~applicable executive officer~~participant returning a release of claims against ~~NortonLifeLock.~~Gen.

~~Death and Disability Acceleration under Award Agreements~~

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Potential Payments Upon Termination or Change-in-Control

Death and Disability Acceleration under Award Agreements

Consistent with the practice of many of our peers and to encourage our employees to remain employed with us, all of our PRU and RSU grants (including PRUs and RSUs granted to our NEOs), provide for accelerated vesting in full upon death or disability, with PRUs vesting at target.

Vincent Pilette

~~TABLE OF CONTENTS~~

~~Vincent Pilette~~

The following table summarizes the value of the payouts to Mr. Pilette pursuant to the ~~NortonLifeLock~~Gen Digital Executive Retention Plan and the ~~NortonLifeLock~~Gen Digital Executive Severance Plan, assuming a qualifying termination as of ~~April 1, 2022~~March 31, 2023 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of ~~$26.94~~$17.16 on ~~April 1, 2022)~~March 31, 2023):

Severance
Pay
($)

COBRA
Premiums
($)

Option
Vesting
($)

PRU
Vesting
($)

RSU
Vesting
($)

Involuntary Termination Upon Termination Without Cause 1,747,586 32,800 — — —
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months 2,025,000 — — 13,927,818 7,802,498
Termination Due to Death or Disability — — — 13,927,818 7,802,498

~~Natalie Derse~~

	Severance Pay ($)		COBRA Premiums ($)		Outplacement Services ($)(1)		Option Vesting ($)		RSU Vesting ($)		PSU Vesting ($)
Involuntary Termination Upon Termination Without Cause		1,840,625		3,836		2,500		—		—		—
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months		2,137,500						—		5,938,098		16,258,362
Termination Due to Death or Disability		—						—		5,938,098		16,258,362

(1)

Reflects the Company’s best estimate as to the maximum amount of outplacement services.

Ondrej Vlcek

The following table summarizes the value of the payouts to ~~Ms. Derse~~Mr. Vlcek pursuant to the ~~NortonLifeLock~~Gen Digital Executive Retention Plan and the ~~NortonLifeLock~~Gen Digital Executive Severance Plan, assuming a qualifying termination as of ~~April 1, 2022~~March 31, 2023 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of ~~$26.94~~$17.16 on ~~April 1, 2022)~~March 31, 2023):

Severance
Pay
($)

COBRA
Premiums
($)

Option
Vesting
($)

PRU
Vesting
($)

RSU
Vesting
($)

Involuntary Termination Upon Termination Without Cause 803,836 29,390 — — —
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months 900,000 — — 10,648,385 4,753,294
Termination Due to Death or Disability — — — 10,648,385 4,753,294

~~Bryan Ko~~

	Severance Pay ($)		COBRA Premiums(1) ($)(1)		Outplacement Services(2) ($)		Option Vesting ($)		RSU Vesting ($)		PSU Vesting ($)
Involuntary Termination Upon Termination Without Cause		1,350,699		—		2,500		—		—		—
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months		1,543,656						—		5,465,322		8,926,305
Termination Due to Death or Disability		—						—		5,465,322		8,926,305

(1)

As a Czech Republic citizen, Mr. Vlcek is not entitled to COBRA premiums.

(2)

Reflects the Company’s best estimate as to the maximum amount of outplacement services.

Natalie Derse

The following table summarizes the value of the payouts to ~~Mr. Ko~~Ms. Derse pursuant to the ~~NortonLifeLock~~Gen Digital Executive Retention Plan and the ~~NortonLifeLock~~Gen Digital Executive Severance Plan, assuming a qualifying termination as of ~~April 1, 2022~~March 31, 2023 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of ~~$26.94~~$17.16 on ~~April 1, 2022)~~March 31, 2023):

Severance
Pay
($)

COBRA
Premiums
($)

Option
Vesting
($)

PRU
Vesting
($)

RSU
Vesting
($)

Involuntary Termination Upon Termination Without Cause 803,836 32,120 — — —
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months 900,000 — — 9,831,187 5,298,785
Termination Due to Death or Disability — — — 9,831,187 5,298,785

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Potential Payments Upon Termination or Change-in-Control

	Severance Pay ($)		COBRA Premiums ($)		Outplacement Services(1) ($)		Option Vesting ($)		RSU Vesting ($)		PSU Vesting ($)
Involuntary Termination Upon Termination Without Cause		880,000		3,836		2,500		—		—		—
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months		990,000						—		3,116,942		6,267,055
Termination Due to Death or Disability		—						—		3,116,942		6,267,055

(1)

Reflects the Company’s best estimate as to the maximum amount of outplacement services.

Bryan Ko

The following table summarizes the value of the payouts to Mr. Ko pursuant to the Gen Digital Executive Retention Plan and the Gen Digital Executive Severance Plan, assuming a qualifying termination as of March 31, 2023 (intrinsic values of equity awards are based upon the closing price for a share of our common stock of $17.16 on March 31, 2023):

	Severance Pay ($)		COBRA Premiums ($)		Outplacement Services(1) ($)		Option Vesting ($)		RSU Vesting ($)		PSU Vesting ($)
Involuntary Termination Upon Termination Without Cause		848,000		3,836		2,500		—		—		—
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months		954,000						—		2,892,352		6,169,587
Termination Due to Death or Disability		—						—		2,892,352		6,169,587

(1)

Reflects the Company’s best estimate as to the maximum amount of outplacement services.

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CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the ratio of the annual total compensation of Mr. Pilette, our CEO, to the median of the annual total compensation of our employees, and have annualized his base salary as required under Item 402(u) of Regulation S-K. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

~~As of April 1, 2022, we employed 2,725 employees globally, with approximately 46% based in the United States and 54% based outside of the United States.~~ Our compensation programs and reward offerings are designed to reflect local market practices across our global ~~operations.~~operations, which have grown significantly over the past few years. As of March 31, 2023, we employed 2,438 employees globally, with approximately 44% based in the United States and 56% based outside of the United States. This total number of employees excludes 1,493 individuals who became our employees as a result of our acquisition of Avast in September 2022 in accordance with an exemption under the pay ratio rules for acquisitions completed in the relevant fiscal year.

Pay Ratio:

•

Mr. Pilette’s ~~FY22~~FY23 annual total compensation was ~~$13,517,505,~~$25,291,365, which was calculated in the same manner as the amounts reported in the “Total” column of the ~~“2022~~“2023 Summary Compensation Table” in this proxy statement.

•

~~TABLE OF CONTENTS~~

•

The ~~FY22~~FY23 annual total compensation of our median employee (other than our CEO) was ~~$94,195.~~$96,500.

•

Based on this information, the pay ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees is ~~143.5~~262.1 to 1.

Identification of the Median Employee:

For purposes of identifying our median employee, we used our global employee population as of ~~April 1, 2022,~~March 31, 2023, identified based on our global human resources system of record, inclusive of all regular employees employed by ~~NortonLifeLock~~Gen as of that date. We used total direct compensation as our consistently applied compensation measure. In this context, total direct compensation is the sum of the value of base salary or wages earned, which has been annualized with respect to permanent employees, the annual incentive target amount or annual commission target amount in effect as of ~~April 1, 2022,~~March 31, 2023, and the grant date fair value of all equity awards granted during ~~FY22~~FY23, excluding the value of any modifications. Cash compensation figures were converted from local currency to U.S. dollars using the exchange rate ~~NortonLifeLock~~Gen used for ~~FY22~~FY23 internal budgeting purposes. We did not make any cost-of-living adjustments or utilize the de minimis exemption to eliminate countries representing no more than 5% of our global population in the aggregate as allowed by SEC rules.

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Pay Versus Performance

This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (Pay Versus Performance Rules) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

													Value of Initial Fixed $100 Investment Based On:(5)
Year(1) (a)	Summary Compensation Table Total for PEO (b)			Compensation Actually Paid to PEO(2)(3) (c)			Average Summary Compensation Table Total for Non-PEO NEOs (d)			Average Compensation Actually Paid to Non-PEO NEOs(2)4) (e)			Total Shareholder Return (f)			Peer Group Total Shareholder Return (g)			Net Income (in millions) (h)			Net Revenue Growth (by percentage)(6) (i)
2023		$	25,291,365		$	5,686,393		$	9,006,551		$	(105,381)		$	108		$	201		$	1,349		19%
2022		$	13,517,505		$	20,734,811		$	12,126,077		$	18,159,360		$	156		$	210		$	836		10%
2021		$	13,829,574		$	24,198,283		$	4,001,474		$	5,238,020		$	120		$	177		$	554		11%

(1)

The following table lists the PEO and non-PEO NEOs for each of fiscal years 2021, 2022 and 2023.

	PEO	Non-PEO NEOs
2023	Vincent Pilette	Ondrej Vlcek, Natalie Derse, and Bryan Ko
2022	Vincent Pilette	Natalie Derse and Bryan Ko
2021	Vincent Pilette	Natalie Derse, Matthew Brown, Samir Kapuria and Bryan Ko

(2)

The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation and Related Information — Executive Compensation Tables — Summary Compensation Table” for additional information).

(3)

The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Pilette in accordance with the Pay Versus Performance Rules:

				Pension Plan Adjustments				Equity Award Adjustments
	Summary Compensation Table Total for PEO			Change in Pension Value		Pension Service Cost		Stock Awards			Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value			Compensation Actually Paid to PEO
2023		$	25,291,365		N/A		N/A		$	(23,336,211)		$	10,908,779		$	(5,774,617)		—		$	(2,068,928)		—		$	666,005		$	5,686,393
2022		$	13,517,505		N/A		N/A		$	(11,437,131)		$	15,110,461		$	3,167,247		—		$	356,090		—		$	20,639		$	20,734,811
2021		$	13,829,574		N/A		N/A		$	(10,278,897)		$	10,181,749			—		—		$	(1,467,399)		—		$	11,933,256		$	24,198,283

(4)

The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules.

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Pay Versus Performance

				Pension Plan Adjustments				Equity Award Adjustments
	Average Summary Compensation Table Total for Non-PEO NEOs			Change in Pension Value		Pension Service Cost		Stock Awards			Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year			Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value			Average Compensation Actually Paid to Non-PEO NEOs
2023		$	9,006,551		N/A		N/A		$	(8,173,767)		$	5,095,792		$	(5,796,603)		$	0		$	(517,328)		$	0		$	279,974		$	(105,381)
2022		$	12,126,077		N/A		N/A		$	(11,197,900)		$	13,885,671		$	1,213,977		$	0		$	1,000,832		$	0		$	1,130,703		$	18,159,360
2021		$	4,001,474		N/A		N/A		$	(2,908,394)		$	1,991,444		$	(9,777)		$	0		$	18,076		$	0		$	2,145,197		$	5,238,020

(5)

In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group total shareholder return (Peer Group TSR) is determined based on the value of an initial fixed investment of $100 on April 4, 2020, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the S&P Information Technology Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended March 31, 2023.

(6)

We have determined that Net Revenue Growth is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for fiscal year 2023, to company performance (Company Selected Measure (as defined in the Pay Versus Performance Rules)). “Net Revenue Growth” refers to the percentage of year-over-year growth in annual GAAP net revenue.

Required Tabular Disclosure of Most Important Measures

In accordance with the Pay Versus Performance Rules, the following table lists the most important financial and non-financial performance measures that, in the Company’s assessment, represent the most important performance measures used to link “compensation actually paid” to our NEOs, for fiscal year 2023, to company performance, as further described in our Compensation Discussion and Analysis within the sections titled “Executive Compensation and Related Information — Executive Compensation Summary — Pay for Performance Alignment” (see page 51), “Executive Compensation and Related Information — Executive Compensation Summary — Compensation Components” (see page 54), “Executive Compensation and Related Information — Executive Compensation Summary — Executive Annual Incentive Plan (EAIP)” (see page 58), and “Executive Compensation and Related Information — Executive Compensation Summary — Equity Incentive Awards” (see page 61).

	Most Important Performance Measures
	Net Revenue Growth
	Non-GAAP Operating Income
	Non-GAAP Operating Margin
	Relative Total Shareholder Return
	Absolute Total Shareholder Return
	Bookings Growth

Relationship Between “Compensation Actually Paid” and Performance Measures

In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to our NEOs aligns with the Company’s financial performance as measured by our TSR, our Peer Group TSR, our net income, and Net Revenue Growth:

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Pay Versus Performance

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Pay Versus Performance

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~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Certain Relationships and Related Transactions

~~Related-Person Transactions Policy and Procedure~~

~~NortonLifeLock~~Related-Person Transactions Policy and Procedure

Gen has adopted a written related person transactions policy which provides for ~~NortonLifeLock’s~~Gen’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.” The Nominating and Governance Committee reviews transactions that may be “related person transactions,” which are transactions between ~~NortonLifeLock~~Gen and any related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which the related person has or will have a direct or indirect material interest. For purposes of the policy, a related person is any ~~NortonLifeLock~~Gen executive officer, director, nominee for director, or stockholder holding more than 5% of any class of ~~NortonLifeLock’s~~Gen’s voting securities, in each case, since the beginning of the previous fiscal year, and their immediate family members.

Under the policy, absent any facts or circumstances indicating special or unusual benefits to the related person, the following transactions are deemed not to be “related person transactions” (meaning the related person is deemed to not have a direct or indirect material interest in the transaction):

•

compensation to executive officers ~~determined by NortonLifeLock’s~~if: (1) the compensation is required to be reported in Gen’s proxy statement, or (2) the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would be reported in the proxy statement if the executed officer was a named executive officer, and Gen’s Compensation ~~Committee;~~Committee approved (or recommended that the Board approve) such compensation;

•

any compensation paid to a director if the compensation is required to be reported in Gen’s proxy statement;

•

any transaction with another company at which a related person is a director or an employee (other than an executive officer) or beneficial owner of less than 10% of that Company’s shares or as a limited partner holding interests of less than 10% in the limited partnership (or similar interests in an alternative form of equity), if the aggregate amount involved does not exceed the greater of ~~$2,000,000,~~$500,000, or 3%5% of that company’s (or another entity’s) total annual consolidated gross revenues, provided that the transaction involves the purchase of either company’s goods and services and the transaction is subject to usual trade terms and is in the ordinary course of business and the related person is not involved in the negotiation of the transaction;revenues;

•

~~any compensation paid to a director if the compensation is required to be reported in NortonLifeLock’s proxy statement;~~

•

any transaction where the related person’s interest arises solely from the ownership of ~~NortonLifeLock’s~~Gen’s common stock and all holders of ~~NortonLifeLock’s~~Gen’s common stock received the same benefit on a pro rata ~~basis;~~basis (e.g. dividends);

•

any charitable contribution, grant or endowment by ~~NortonLifeLock~~Gen or the ~~NortonLifeLock~~Gen Foundation to a charitable organization, foundation or university at which a related person’s only relationship is as a director or an employee (other than an executive officer), if the aggregate amount involved does not exceed the greater of $120,000 or 5% of the annual consolidated gross revenues of such charitable organization, foundation or university, or any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program;

•

any transaction with a related person where (I) the rates or charges involved are determined by competitive ~~bids;~~

•

~~any transaction~~bids, (ii) involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental ~~authority;~~authority, or

•

~~any transaction~~ (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar ~~services.~~services; and

•

indemnification payments and other payments made pursuant to directors and officers insurance policies, Gen’s Certificate of Incorporation or Bylaws then in effect, or any policy, agreement or instrument approved by the Board.

Under the policy, members of ~~NortonLifeLock’s~~Gen’s legal department review transactions involving related persons that do not fall into one of the above categories. If they determine that a related person could have a significant interest in a transaction, the transaction is referred to the Nominating and Governance Committee. In addition, transactions may be identified

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Certain Relationships and Related Transactions

through ~~NortonLifeLock’s~~Gen’s Code of Conduct or other ~~NortonLifeLock~~Gen policies and procedures and reported to the Nominating and Governance Committee. The Nominating and Governance Committee determines whether the related person has a material interest in a transaction and may approve, ratify, amend, terminate or rescind the transaction.

~~Certain Related Party Transactions~~

Certain Related Party Transactions
Transactions with ~~Silver Lake~~Starship Enterprise, a.s.

~~On May 13, 2021, we entered into~~Prior to the Avast Merger, Avast leased its Prague headquarters property from Starship, which is partially owned by a ~~Convertible Notes Purchase Agreement with affiliates~~member of ~~Silver Lake Partners (Silver Lake), pursuant~~the Board, Mr. Pavel Baudis. Mr. Baudis has a 36% ownership interest in Starship. Following the Avast Merger, Gen continues to which NortonLifeLock agreed to repurchase $250,000,000 in aggregate principal amount of 2.50% convertible unsecured senior notes due 2022. These notes are convertible into common stock of NortonLifeLock at a rate of 59.6341 shareslease its Prague headquarters property from Starship. The lease will terminate on August 3, 2024 and provides for ~~each $1,000 principal amount of notes, representing a conversion price~~rent of approximately ~~$16.77~~$4 million per ~~share. Under the terms~~year. Mr. Baudis is a member of the ~~Agreement, NortonLifeLock~~board of directors of Starship but does not have any direct involvement in our business relationship with Starship. Gen paid ~~Silver Lake an aggregate of $365~~Starship approximately $2.25 million ~~representing $24.40 per underlying share into which~~for the ~~notes are convertible, accrued and unpaid interest through the date of settlement, and a portion of the cash dividend that was declared by NortonLifeLock on May 10, 2021.~~fiscal year ended March 31, 2023.

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~~REPORT OF THE AUDIT COMMITTEE~~Report of the Audit Committee

The information contained in the following report of ~~NortonLifeLock’s~~Gen’s Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by ~~NortonLifeLock~~Gen under the Exchange Act or the Securities Act of 1933 unless and only to the extent that ~~NortonLifeLock~~Gen specifically incorporates it by reference.

The Audit Committee is comprised solely of independent directors, as defined by current Nasdaq listing standards, and operates under a written charter, which was most recently amended by the Board on ~~March 22, 2021.~~June 27, 2023. The Audit Committee oversees ~~NortonLifeLock’s~~Gen’s financial reporting process on behalf of the Board. Management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements that were included in ~~NortonLifeLock’s~~Gen’s Annual Report on Form 10-K for the fiscal year ended ~~April 1, 2022~~March 31, 2023 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

The Audit Committee reviewed with ~~NortonLifeLock’s~~Gen’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of ~~NortonLifeLock’s~~Gen’s accounting principles and discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the registered public accounting firm’s independence.

The Audit Committee discussed with ~~NortonLifeLock’s~~Gen’s internal accountants and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met with the internal accountants and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of ~~NortonLifeLock’s~~Gen’s internal controls, and the overall quality of ~~NortonLifeLock’s~~Gen’s financial reporting. The Audit Committee also received the report of management contained in ~~NortonLifeLock’s~~Gen’s Annual Report on Form 10-K for the fiscal year ended ~~April 1, 2022,~~March 31, 2023, as well as KPMG’s Report of Independent Registered Public Accounting Firm included in ~~NortonLifeLock’s~~Gen’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee ~~NortonLifeLock’s~~Gen’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation in fiscal ~~2023.~~2024.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in ~~NortonLifeLock’s~~Gen’s Annual Report on Form 10-K for the fiscal year ended ~~April 1, 2022~~March 31, 2023 for filing with the SEC.

By: The Audit Committee of the Board of Directors:

Eric K. Brandt (Chair)

Frank E. Dangeard

Nora M. Denzel

Emily Heath

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Gen Digital Inc.
2023 Annual Meeting of Stockholders
Meeting Information

~~NORTONLIFELOCK INC.~~
~~2022 ANNUAL MEETING OF STOCKHOLDERS~~
~~MEETING INFORMATION~~Information About Solicitation and Voting

~~INFORMATION ABOUT SOLICITATION AND VOTING~~

This proxy is solicited on behalf of the Board for use at the Annual Meeting, which will be conducted via live webcast on September ~~13, 2022,~~12, 2023, at 9:00 a.m. (Pacific Time), and any adjournment or postponement thereof. We will provide a ~~re- playable~~re-playable webcast of the Annual Meeting, which will be available on the events section of our investor relations website at ~~investor.nortonlifelock.com.~~investor.gendigital.com.

~~ABOUT THE ANNUAL MEETING~~

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About the Annual Meeting

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the proposals described in this proxy statement. In addition, following the Annual Meeting, management will report on the performance of ~~NortonLifeLock~~Gen and respond to questions from stockholders.

What proposals are scheduled to be voted on at the Annual Meeting?

Stockholders will be asked to vote on the following proposals:

Election to the Board of the eight nominees named in this proxy statement;

Ratification of the appointment of KPMG as our independent registered public accounting firm for the ~~2023~~2024 fiscal year;

An advisory vote to approve executive compensation;

~~Approval~~An advisory vote on the frequency of ~~the amendment of the 2013 Plan;~~advisory votes to approve executive compensation; and

A stockholder proposal to seek stockholder ratification of termination pay, if properly presented at the Annual Meeting.

If any other business properly comes before the Annual Meeting or any adjournment or postponement thereof, you will be voting on those items as well.

What is the recommendation of the Board on each of the proposals scheduled to be voted on at the Annual Meeting?

The Board recommends that you vote FOR each of the nominees to the Board (Proposal No. 1); FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for the ~~2022~~2024 fiscal year (Proposal No. 2); FOR the approval of compensation to our named executive officers (Proposal No. 3); ~~FOR~~for “ONE YEAR” for the approval of the ~~Amendment~~frequency of advisory votes to ~~the 2013 Equity Incentive Plan~~approve executive compensation (Proposal No. 4); and AGAINST the stockholder proposal (Proposal No. 5).

Could other matters be decided at the Annual Meeting?

Our Bylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting by stockholders of ~~NortonLifeLock,~~Gen, and we have not received notice of any such proposals, other than Proposal No. 5 which is included in proxy statement. If any other matter were to come before the Annual Meeting, the proxy holders appointed by the Board will have the discretion to vote on those matters for you.

Who can vote at the Annual Meeting?

Stockholders as of the record date for the Annual Meeting, July ~~18, 2022,~~17, 2023, are entitled to vote at the Annual Meeting. At the close of business on the record date, there were ~~571,366,085~~639,416,231 shares of ~~NortonLifeLock~~Gen common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

~~TABLE OF CONTENTS~~

Stockholder of Record: Shares Registered in Your Name

If on July ~~18, 2022~~17, 2023, your shares were registered directly in your name with our transfer agent, Computershare Investor Services, then you are considered the stockholder of record with respect to those shares. As a stockholder of

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About the Annual Meeting

record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote over the internet or by telephone, or if you received paper proxy materials by mail, by filling out and returning the proxy card.

For questions regarding your stock ownership, you may contact our transfer agent, Computershare Investor Services, by email through their website at www.computershare.com/contactus or by phone at (877) 282-1168 (within the U.S. and Canada) or (781) 575-2879 (outside the U.S. and Canada).

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee

If on July ~~18, 2022~~17, 2023, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

How do I vote?

If you are a stockholder of record, you may:

•

vote at the Annual Meeting — to participate in and vote at the Annual Meeting, you will need the ~~16- digit~~16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials;

•

vote via the internet or via telephone — instructions are shown on your Notice of Internet Availability of Proxy Materials or proxy card; or

•

vote by mail — if you received a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the Annual Meeting in the envelope provided.

Votes submitted via the internet or by telephone must be received by 11:59 p.m., Eastern Time, on September ~~12, 2022.~~11, 2023. Submitting your proxy, whether via the internet, by telephone or by mail if you received a paper proxy card, will not affect your right to vote at the Annual Meeting should you decide to virtually attend the Annual Meeting.

If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still virtually attend the Annual Meeting if you have already voted by proxy.

What is the quorum requirement for the Annual Meeting?

A majority of our outstanding shares as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you virtually attend and vote at the Annual Meeting or if you have properly submitted a proxy.

How are abstentions and broker non-votes treated?

Abstentions (shares present at the Annual Meeting and voted “abstain”) are counted for purposes of determining whether a quorum is present and have no effect on the election of directors. Abstentions have no impact on the advisory vote on the frequency of advisory votes to approve executive compensation. For the purpose of determining whether the stockholders have approved all other matters, abstentions have the same effect as an “against” vote.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is present and have no effect on the matters voted upon. If you are a beneficial holder and do not provide specific voting instructions to your ~~broker, the broker that~~

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About the Annual Meeting

broker, the broker that holds your shares will not be authorized to vote your shares on any of the proposals, except for Proposal No. 2, ratification of the appointment of KPMG as our independent public accounting firm for the ~~2023~~2024 fiscal year. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to virtually attend the Annual Meeting.

What is the vote required for each proposal?

The votes required to approve each proposal are as follows:

•

Proposal No. 1. Each director must be elected by a majority of the votes cast, meaning the votes “FOR” a director must exceed the number of votes “AGAINST” a director.

•

Proposal Nos. 2, 3, 4, and 5. Approval of each of Proposal Nos. 2, 3, 4, and 5 requires the affirmative “FOR” vote of a majority of the shares entitled to vote on these proposals at the Annual Meeting and virtually attending the Annual Meeting or represented by proxy.

•

Proposal No. 4. The frequency (every one year, two years or three years) receiving the greatest number of votes will be considered the frequency recommended by stockholders.

What if I return a proxy card but do not make specific choices?

All proxies will be voted in accordance with the instructions specified on the proxy card. If you vote over the internet or by telephone, please follow the instructions included on the Notice of Internet Availability of Proxy Materials, proxy card or proxy materials on how to vote over the internet or by telephone. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting.

Who is paying for this proxy solicitation?

~~NortonLifeLock~~Gen is paying the costs of the solicitation of proxies. We have retained D.F. King & Co., Inc. to help us solicit proxies from brokers, bank nominees and other institutions for a fee of approximately $10,000, plus reasonable out-of-pocket expenses. We will also reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. In addition, our directors, officers, and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. If you choose to access the proxy materials and/or vote over the internet, you are responsible for any internet access charges you may incur.

What does it mean if I receive more than one proxy card or Notice of Internet Availability?

If you receive more than one proxy card or Notice of Internet Availability of Proxy Materials, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on your proxy card or Notice of Internet Availability of Proxy Materials on how to access each proxy card and vote each proxy card over the internet or by telephone. If you received paper proxy materials by mail, you can also complete, sign and return each proxy card to ensure that all of your shares are voted.

How can I change my vote after submitting my proxy?

You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

•

delivering to the Corporate Secretary of ~~NortonLifeLock~~Gen (by any means, including facsimile) a written notice stating that the proxy is revoked;

•

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•

signing and delivering a proxy bearing a later date;

•

voting again over the internet or by telephone; or

•

virtually attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

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Please note, however, that if you are a beneficial owner and you wish to change or revoke your proxy, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the Annual Meeting, by virtually attending and voting at the Annual Meeting.

How can I attend the Annual Meeting and submit questions?

To attend the Annual Meeting and submit your questions prior to or during the Annual Meeting, please visit www.virtualshareholdermeeting.com/~~NLOK2022.~~GEN2023. To participate in the Annual Meeting or to submit questions in advance of the Annual Meeting, you will need the 16-digit control number included with your proxy materials, on your proxy card, Notice of Internet Availability of Proxy Materials or on the instructions that accompanied your proxy materials.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the customer support numbers which will be shown on the virtual shareholder meeting site approximately 30 minutes before the start of the Annual Meeting.

Why are you not holding the Annual Meeting in a physical location?

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders. Hosting a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world. In addition, we believe the online format allows us to communicate effectively with you via a pre-meeting forum that you can enter by visiting www.virtualshareholdermeeting.com/ ~~NLOK2022.~~GEN2023.

How can I get electronic access to the proxy materials?

The proxy materials will provide you with instructions regarding how to:

•

view our proxy materials for the Annual Meeting over the internet; and

•

instruct us to send our future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings of stockholders on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Where can I find the voting results?

The preliminary voting results will be announced at the Annual Meeting and posted on our website at ~~investor.nortonlifelock.com~~investor.gendigital.com. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

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~~ADDITIONAL INFORMATION~~Additional Information

~~Stockholder Proposals for the 2023 Annual Meeting~~

Stockholder Proposals for the 2024 Annual Meeting

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. ~~NortonLifeLock’s~~ Gen’s Bylaws provide that, for stockholder nominations to the Board or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Corporate Secretary at ~~NortonLifeLock~~Gen Digital Inc., 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281, Attn: Corporate Secretary.

To be timely for the ~~2023~~2024 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between May ~~16, 2023~~15, 2024 and June ~~15, 2023~~14, 2024 (or, if the ~~2023 annual meeting~~2024 Annual Meeting of Stockholders is called for a date that is more than 30 calendar days before or more than 60 calendar days after the anniversary of the date of the ~~2022~~2023 Annual Meeting, then by no later than 10 calendar days after our public announcement of the date of the ~~2023 annual meeting)~~2024 Annual Meeting of Stockholders). A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by ~~NortonLifeLock’s~~Gen’s Bylaws.

Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials. Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at ~~NortonLifeLock’s 2023 annual meeting~~Gen’s 2024 Annual Meeting of Stockholders must be received by us not later than April ~~5, 2023~~2, 2024 in order to be considered for inclusion in ~~NortonLifeLock’s~~Gen’s proxy materials for that meeting. In addition, to ~~satisfying advance notice requirements under our bylaws, to~~ comply with the universal proxy rules, ~~under the Exchange Act,~~ stockholders who intend to solicit proxies in support of ~~director~~Director nominees other than ~~those~~Gen nominees ~~nominated by NortonLifeLock~~ must ~~provide notice that sets forth~~comply with the ~~information required by~~additional requirements of Rule ~~14a-19 under the Exchange Act no later than July 15, 2023, which is 60 calendar days prior to the anniversary date of the Annual Meeting.~~14a-19(b).

~~Available Information~~

~~NortonLifeLock~~Available Information

Gen will mail without charge, upon written request, a copy of ~~NortonLifeLock’s Annual Report~~Gen’s annual report on Form 10-K for fiscal year ~~2022,~~2023, including the financial statements, schedule and list of exhibits, and any exhibit specifically requested.

Requests should be sent to:

~~NortonLifeLock~~Gen Digital Inc.

60 E. Rio Salado Parkway, Suite 1000

Tempe, Arizona 85281

Attn: Investor Relations

The Annual Report is also available at ~~investor.nortonlifelock.com~~investor.Gen.com.

~~Householding — Stockholders Sharing the Same Last Name and Address~~

Householding – Stockholders Sharing the Same Last Name and Address

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our annual report and proxy materials, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees and helps protect the environment as well.

This year, a number of brokers with account holders who are ~~NortonLifeLock~~Gen stockholders will be “householding” our annual report and proxy materials. A single set of annual report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge ICS, either by calling toll-free ~~(800) 540-7095,~~1-866-540-7095, or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

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Additional Information

Upon written or oral request, ~~NortonLifeLock~~Gen will promptly deliver a separate copy of the annual report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the annual report and other proxy materials, you may write or call ~~NortonLifeLock’s~~Gen’s Investor Relations department at 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281, Attn: Investor Relations, telephone number (650) 527-8000.

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Any stockholders who share the same address and currently receive multiple copies of ~~NortonLifeLock’s~~Gen’s annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or ~~NortonLifeLock’s~~Gen’s Investor Relations department at the address or telephone number listed above.

~~OTHER MATTERS~~

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Other Matters

The Board does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the Board, no matters are to be brought before the Annual Meeting except as specified in the notice of the Annual Meeting. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

~~NOTE ABOUT FORWARD-LOOKING STATEMENTS~~Note About Forward-Looking Statements

In this proxy statement, ~~NortonLifeLock~~Gen has disclosed information which may be considered forward-looking within the meaning of the U.S. federal securities laws. Forward-looking statements may appear throughout this proxy statement. In some cases, you can identify these forward-looking statements by the use of terms such as “believe,” “will,” “expect” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “plan,” “may,” “should,” “would,” and “continue to,” or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward- looking. All statements other than statements of historical fact are statements that could be deemed ~~forward-looking~~forward- looking statements, including, but not limited to statements regarding our business strategy, governance and stockholder engagement practices, ESG initiatives and executive compensation program. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

~~INFORMATION REFERENCED IN THIS PROXY STATEMENT~~Information Referenced in this Proxy Statement

The content of the websites referred to in this proxy statement are not incorporated by reference into this proxy statement.

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Annex A

~~ANNEX A~~Reconciliation of Non-GAAP Financial Measures and Explanation of Key Performance Indicators

~~RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND EXPLANATION OF KEY PERFORMANCE INDICATORS~~

This proxy statement contains references to non-GAAP EPS, non-GAAP operating income, and non-GAAP operating margin, ~~and free cash flow~~ which are adjusted from results based on GAAP, as well as references to certain key performance indicators. These measures are provided to enhance the user’s understanding of our prospects for the future. Our management team uses these measures in assessing ~~NortonLifeLock’s~~Gen’s performance, as well as in planning and forecasting future periods.

Reconciliation of GAAP to non-GAAP measures (in millions, except per share amounts)

Non-GAAP EPS, non-GAAP operating income, and non-GAAP operating margin ~~and free cash flow~~ are not computed according to GAAP and the method we use to compute these non-GAAP financial measures may differ from the method used by other companies. Such measures are supplemental, should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Please see below for the GAAP to non-GAAP reconciliation of these measures.

	Year Ended						Year Ended
	April 1, 2022			April 2, 2021			March 31, 2023			April 1, 2022
Diluted net income per share (GAAP)		$	1.41		$	0.92
Adjustments to diluted net income per share
Diluted net income (loss) per share (GAAP)								$	2.16		$	1.41
Adjustments to diluted net income (loss) per share
Contract liabilities fair value adjustment		$	0.02		$	0.01		$	—		$	0.02
Stock-based compensation		$	0.12		$	0.12		$	0.20		$	0.12
Amortization of intangible assets		$	0.21		$	0.18		$	0.49		$	0.21
Restructuring and other costs		$	0.05		$	0.27		$	0.11		$	0.05
Acquisition and integration costs		$	0.06		$	0.01		$	0.12		$	0.06
Litigation settlement charges		$	0.34		$	0.05
Litigation costs								$	0.05		$	0.34
Other		$	0.01		$	0.00		$	0.03		$	0.01
Non-cash interest expense		$	0.01		$	0.02		$	0.03		$	0.01
Loss (gain) on extinguishment of debt		$	0.01		$	(0.03)		$	0.01		$	0.01
Gain on sale of properties		$	(0.30)		$	(0.16)		$	—		$	(0.30)
Total adjustments to GAAP income from continuing operations before income taxes		$	0.54		$	0.45
Total adjustments to GAAP income (loss) before income taxes								$	1.04		$	0.54
Adjustment to GAAP provision for income taxes		$	(0.20)		$	(0.16)		$	(1.41)		$	(0.20)
Total adjustment to continuing operations, net of taxes		$	0.34		$	0.28
Discontinued operations			—		$	0.24
Diluted net income per share (Non-GAAP)		$	1.75		$	1.44
Operating income		$	1,005		$	896
Total adjustment to income (loss), net of taxes								$	(0.37)		$	0.34
Incremental dilution effect								$	0.01		$	—
Diluted net income (loss) per share (Non-GAAP)								$	1.81		$	1.75
Operating income (loss)								$	1,227		$	1,005
Contract liabilities fair value adjustment		$	11		$	5		$	2		$	11
Stock-based compensation		$	70		$	71		$	123		$	70
Amortization of intangible assets		$	124		$	105		$	308		$	124
Restructuring and other costs		$	31		$	161		$	69		$	31
Acquisition and integration costs		$	37		$	4		$	77		$	37
Litigation settlement charges		$	202		$	29
Operating income (Non-GAAP)		$	1,480		$	1,271
Litigation costs								$	29		$	202
Operating income (loss) (Non-GAAP)								$	1,835		$	1,480
Net Revenues		$	2,796		$	2,551		$	3,338		$	2,796
Operating margin			35.9%			35.1%
Operating margin (Non-GAAP)			52.7%			49.7%
Operating cash flow (GAAP)		$	974		$	706
Purchases of property and equipment		$	(6)		$	(6)
Free cash flow (Non-GAAP)		$	968		$	712

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Annex A

	Year Ended
	March 31, 2023			April 1, 2022
Operating margin			36.8%			35.9%
Operating margin (Non-GAAP)			54.9%			52.7%
Operating cash flow (GAAP)		$	757		$	974
Purchases of property and equipment		$	(6)		$	(6)

Explanation of key performance indicators

Bookings: Bookings are defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of bookings because it reflects customers’ demand for our products and services and to assist readers in analyzing our performance in future periods.

Direct customer count: Direct customers are defined as active paid users of our ~~consumer~~products and solutions who have a direct billing and/or registration relationship with us at the end of the reported period. ~~Users with multiple products or entitlements are counted for based on which solutions they are subscribed.~~Average direct customer count presents the average of the total number of direct customers at the beginning and end of the applicable period. We exclude users on free trials ~~and promotions and users~~from our direct customer count. Users who have indirectly purchased and/or registered for our ~~product~~products or ~~services~~solutions through partners are excluded unless such users convert or renew their subscription directly with ~~us. Full Year Average~~ us or sign up for a paid membership through our web stores or third-party app stores. While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring usage of our products and solutions across brands, platforms, regions, and internal systems, and therefore, calculation methodologies may differ. The methodologies used to measure these metrics require judgment and are also susceptible to algorithms or other technical errors. We continually seek to improve our estimates of our user base, and these estimates are subject to change due to improvements or revisions to our methodology. From time to time, we review our metrics and may discover inaccuracies or make adjustments to improve their accuracy, which can result in adjustments to our historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different methodologies for such adjustments. We generally do not intend to update previously disclosed metrics for any such inaccuracies or adjustments that are deemed not material.

Direct ~~Customer Count is calculated as an~~ average ~~across the quarters.~~

~~Average~~ revenues per user (ARPU): ARPU is calculated as estimated direct customer revenues for the period divided by the average direct customer count for the same period, expressed as a monthly figure. Non-GAAP estimated direct customer revenues and ARPU have limitations as analytical tools and should not be considered in isolation or as a substitute for GAAP estimated direct customer revenues or other GAAP measures. We monitor ARPU because it helps us understand the rate at which we are monetizing our consumer customer base.

Annual retention rate: Annual retention rate is defined as the number of direct customers who have more than a one-year tenure as of the end of the most recently completed fiscal period divided by the total number of direct customers as of the end of the period from one year ago. We monitor annual retention rate to evaluate the effectiveness of our strategies to improve renewals of subscriptions.

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~~ANNEX B~~

~~NORTONLIFELOCK INC.~~
~~2013 EQUITY INCENTIVE PLAN~~

1. ~~Purpose~~. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent, Subsidiaries and Affiliates, by offering them an opportunity to participate in the Company’s future performance through awards of Options, Stock Appreciation Rights, Restricted Stock Units, and Restricted Stock Awards. Capitalized terms not defined in the text are defined in Section 29.

2. ~~Shares Subject to the Plan~~.

~~2.1~~ ~~Number of Shares Available. Subject to Sections 2.2 and 19, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 82,000,000 Shares.~~

Subject to Sections 2.2 and 19, Shares that: (a) are subject to issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (b) are subject to an Award granted hereunder but are forfeited or are repurchased by the Company at the original issue price; or (c) are subject to an Award that otherwise terminates without Shares being issued will again be available for grant and issuance in connection with future Awards under this Plan. The following Shares may not again be made available for future grant and issuance as Awards under the Plan: (i) Shares that are withheld to pay the Exercise or Purchase Price of an Award or to satisfy any tax withholding obligations in connection with an Award, (ii) Shares not issued or delivered as a result of the net settlement of an outstanding Option or SAR or (iii) shares of the Company’s Common Stock repurchased on the open market with the proceeds of an Option Exercise Price. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Awards granted under this Plan.

~~2.2~~ ~~Adjustment of Shares~~. In the event that the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration or there is a change in the corporate structure (including, without limitation, a spin-off), then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARS, (c) the maximum number of Shares that may be issued as ISOs set forth Section 5.8, (d) the number of Shares that may be granted pursuant to Section 3 below, (e) the Purchase Price and number of Shares subject to other outstanding Awards (other than Options and SARs which are provided for in (b) above), and (f) the number of Shares that are granted as Awards to Non-Employee Directors as set forth in Section 6 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will be rounded down to the nearest whole Share, and may be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share, as determined by the Committee. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the assumption and substitution clause in Section 19.3.

In the event of an extraordinary cash dividend by the Company, the Committee, in its sole discretion, may, in lieu of the any of the methods of adjustments set forth above, determine that: (a) Participants holding outstanding RSUs will be entitled to receive a cash payment, with respect to each Share subject to such Awards, in an amount equal to the per-Share extraordinary cash dividend amount, provided, however, that unless determined otherwise by the Committee, any cash payment or new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) that the Participant has the right to receive with respect to the Participant’s unvested RSUs pursuant to this clause (a) shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested RSUs and (ii) may be issued subject to such escrow arrangements as the Committee may deem appropriate, and/or (b) the Exercise Price of outstanding Options and SARs may be reduced by an amount equal to the per-Share extraordinary cash dividend amount, provided, however, that the Committee may, in its sole discretion, determine that a cash payment shall be made to a Participant holding an Option or SAR partially or entirely in lieu of such a reduction in Exercise Price on a per-Share cent-for-cent basis.

3. ~~Eligibility~~. ISOs (as defined in Section 5 below) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. All other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors (each an “Eligible Individual”) of the

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Company or any Parent, Subsidiary or Affiliate of the Company; provided such consultants, contractors and advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No Eligible Individual will be eligible to receive more than 2,000,000 Shares in any calendar year under this Plan, pursuant to the grant of Awards hereunder, other than new employees of the Company or of a Parent or Subsidiary of the Company (including new employees who are also officers and directors of the Company or any Parent or Subsidiary of the Company), who are eligible to receive up to a maximum of 3,000,000 Shares in the calendar year in which they commence their employment. For purposes of these limits only, each Restricted Stock Unit settled in Shares (but not those settled in cash), shall be deemed to cover one Share. Subject to the provisions of the Plan, the Committee may from time to time, select among the Eligible Individuals, those to whom Awards shall be granted and determine the nature and amount of each Award. No Eligible Individual shall have any right, by virtue of this Plan to receive an Award. An Eligible Individual may be granted more than one Award under this Plan.

4. ~~Administration~~.

~~4.1~~ ~~Committee Authority~~. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to:

~~(a)~~

~~construe and interpret this Plan, any sub-plan, Award Agreement and any other agreement or document executed pursuant to this Plan;~~

~~(b)~~

~~prescribe, amend and rescind rules and regulations relating to this Plan or any Award;~~

~~(c)~~

~~select Eligible Individuals to receive Awards;~~

~~(d)~~

~~determine the form and terms of Awards;~~

~~(e)~~

~~grant Awards and determine the number of Shares or other consideration subject to Awards;~~

~~(f)~~

determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary or Affiliate of the Company;

~~(g)~~

~~grant waivers of Plan or Award conditions;~~

~~(h)~~

~~determine the vesting, exercisability and payment of Awards;~~

~~(i)~~

~~correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;~~

~~(j)~~

~~amend any Award Agreements executed in connection with this Plan;~~

~~(k)~~

~~determine whether the performance goals under any performance-based Award have been met and whether a performance-based Award has been earned;~~

~~(l)~~

~~determine whether, to what extent an Award may be canceled, forfeited, or surrendered;~~

~~(m)~~

adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of unusual or infrequent items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, unusual or infrequent charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles;

~~(n)~~

adopt terms and conditions, rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States;

~~(o)~~

~~make all other determinations necessary or advisable for the administration of this Plan, any sub-plan or Award Agreement;~~

~~(p)~~

~~delegate any of the foregoing as permitted by applicable law to one or more executive officers pursuant to a~~

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~~specific delegation, in which case references to “Committee” in this Section 4.1 will refer to such delegate(s), except with respect to Insiders.~~

~~4.2~~ ~~Committee Discretion~~. Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. To the extent permitted by applicable laws, the Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan to Participants who are not Insiders of the Company.

~~4.3~~ ~~Section 16 of the Exchange Act~~. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).

5. ~~Options~~. An Option is the granting of a right, but not the obligation, to purchase Shares. The Committee may grant Options to Participants and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise Price of the Option (subject to Section 5.4 below), the circumstances upon and the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following:

~~5.1~~ ~~Form of Option Grant~~. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. To the extent that any Option designated as an ISO in the Award Agreement fails to qualify as such under applicable law, it shall be treated instead as a NQSO.

~~5.2~~ Signature [PLEASE SIGN WITHIN BOX] Date ~~of Grant~~. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless a later date is otherwise specified by the Committee at the time it acts to approve the grant. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

~~5.3~~ ~~Exercise Period~~. Options will be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for the exercise of Options to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of Shares as the Committee determines.

~~5.4~~ ~~Exercise Price~~. The Exercise Price of an Option will be determined by the Committee when the Option is granted and may not be less than 100% of the Fair Market Value of the Shares on the date of grant; provided that the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 10 and the Award Agreement and in accordance with any procedures established by the Committee.

~~5.5~~ ~~Method of Exercise~~. Options may be exercised only by delivery to the Company of a written or electronic notice or agreement of stock option exercise (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant), stating the number of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the number of Shares being purchased and all applicable Tax-Related Items. Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in

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Section 2.2. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

~~5.6~~ ~~Termination of Participant. Notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following:~~

~~(a)~~

If the Participant is Terminated for any reason except death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options are vested and exercisable upon the Termination Date no later than three (3) months after the Termination Date (or such shorter or longer time period not exceeding the original term of the Option as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO), but in any event, no later than the expiration date of the Options.

~~(b)~~

If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than because of Participant’s death or disability), then Participant’s Options may be exercised only to the extent that such Options are vested and exercisable by Participant on the Termination Date and must be exercised by Participant (or Participant’s legal representative or authorized assignee) no later than twelve (12) months after the Termination Date (or such shorter or longer time period not exceeding the original term of the Option as may be determined by the Committee, with any such exercise beyond (a) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or Disability, or (b) twelve (12) months after the Termination Date when the Termination is for Participant’s death or Disability, deemed to be an NQSO), but in any event no later than the expiration date of the Options.

~~5.7~~ ~~Limitations on Exercise~~. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable.

~~5.8~~ ~~Limitations on ISOs~~. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Affiliate, Parent or Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds $100,000, then the Options for the first $100,000 worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of $100,000 that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. No more than 100,000,000 Shares will be issued pursuant to the exercise of ISOs under this Plan.

~~5.9~~ ~~Modification, Extension or Renewal~~. The Committee may modify, extend or renew outstanding Options (but not beyond the original term of such Option) and authorize the grant of new Options in substitution therefor, provided that (a) any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted unless the Committee determines that such action is necessary or advisable to comply with applicable laws or facilitate the offering and administration of the Plan in view of such laws; (b) any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code; and (c) notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section 22.2 below with respect to any proposal to reprice outstanding Options.

~~5.10~~ ~~No Disqualification~~. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code.

~~5.11~~ ~~Minimum Vesting~~. At the time of grant, no Option will be granted that vests (or, if applicable, is exercisable) until at least twelve (12) months following the date of grant of the Option; provided, however, that up to five percent (5%) of the Shares authorized for issuance under this Plan may be subject to Options and/or SARs that do not meet the foregoing vesting (and, if applicable, exercisability) requirements.

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6. ~~Non-Employee Director Equity Awards~~.

~~6.1~~ ~~Types of Awards~~. All Awards other than ISOs may be granted to non-employee directors under this Plan. Awards granted pursuant to this Section 6 may be automatically made pursuant to a policy adopted by the Board (as such policy may be amended from time to time by the Board) or made from time to time as determined in the discretion of the Board, or, if the authority to grant Awards to non-employee directors has been delegated by the Board, the Committee. No non-employee director may receive cash compensation and Awards under the Plan exceeding $900,000 in total combined value (as described below) in the aggregate in any calendar year. The value of Awards for purposes of complying with this maximum shall be determined as follows: (a) for Options and SARs, grant date fair value will be calculated using the Black-Scholes valuation methodology on the date of grant of such Option or SAR and (b) for all other Awards other than Options and SARs, grant date fair value will be determined by either (i) calculating the product of the Fair Market Value per Share on the date of grant and the aggregate number of Shares subject to the Award or (ii) calculating the product using an average of the Fair Market Value over a number of trading days and the aggregate number of Shares subject to the Award as determined by the Committee. Awards granted or cash payments made to an individual while he or she was serving in the capacity as an employee or while he or she was a consultant but not a non-employee director will not count for purposes of the limitations set forth in this Section 6.1.

~~6.2~~ ~~Eligibility~~. Awards granted pursuant to this Section 6 shall be granted only to non-employee directors. Any non-employee director, including without limitation any non-employee director who is appointed as a member to the Board, will be eligible to receive an Award under this Section 6.

~~6.3~~ ~~Vesting, Exercisability and Settlement~~. Except as set forth in Section 19, Awards granted pursuant to Section 6 shall vest, become exercisable and be settled as determined by the Board and consistent with Section 5.11 and Section 9.4 or, if the authority to make such determinations has been delegated by the Board, the Committee. With respect to Options and SARs, the Exercise Price of such Award granted to non-employee directors shall not be less than the Fair Market Value of the Shares at the time such Award is granted.

7. ~~Restricted Stock Awards~~. A Restricted Stock Award is an offer by the Company to issue Shares that are subject to restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may be issued or purchase, the Purchase Price (if any), the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted Stock Award, subject to the following:

~~7.1~~ ~~Restricted Stock Agreement~~. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement (the “Restricted Stock Agreement”), which will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. A Participant can accept a Restricted Stock Award by signing and delivering to the Company the Restricted Stock Agreement, and full payment of the Purchase Price (if any) and all applicable withholding taxes, at such time and on such terms as required by the Committee. If the Participant does not accept the Restricted Stock Award at such time and on such terms as required by the Committee, then the offer of the Restricted Stock Award will terminate, unless the Committee determines otherwise.

~~7.2~~ ~~Purchase Price~~. The Purchase Price (if any) for a Restricted Stock Award will be determined by the Committee, and may be less than Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 10 of this Plan and as permitted in the Restricted Stock Agreement, and in accordance with any procedures established by the Company.

~~7.3~~ ~~Terms of Restricted Stock Awards~~. Restricted Stock Awards will be subject to all restrictions, if any, that the Committee may impose. These restrictions may be based on completion of a specified period of service with the Company and/or upon completion of performance goals as may be set forth in the Restricted Stock Agreement, which shall be in such form and contain such provisions (which need not be the same for each Participant) as the Committee shall from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select performance criteria, including from among the Performance Factors, to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria.

~~7.4~~ ~~Termination of Participant~~. Except as may be set forth in the Participant’s Award Agreement, Restricted Stock Awards shall cease to vest immediately if a Participant is Terminated during the vesting period or Performance Period applicable

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to the Award for any reason, unless the Committee determines otherwise, and any unvested Shares subject to such Restricted Stock Awards shall be subject to the Company’s right to repurchase such Shares or otherwise to any forfeiture condition applicable to the Award, as described in Section 14 of this Plan, if and as set forth in the applicable Restricted Stock Agreement.

8. ~~Restricted Stock Units~~. A Restricted Stock Unit (or RSU) is an award covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). The Committee will determine to whom an RSU grant will be made, the number of Shares subject to the RSU, the restrictions to which the Shares subject to the RSU will be subject, and all other terms and conditions of the RSU, subject to the following:

~~8.1~~ ~~Terms of RSUs~~. RSUs may vary from Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company, Affiliate, Parent or Subsidiary and/or individual performance goals or upon such other criteria as the Committee may determine. All RSUs will be evidenced by an Award Agreement (the “RSU Agreement”), which will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. A RSU may be awarded upon satisfaction of such performance goals as are set out in advance in the Award Agreement (the “Performance RSU Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee may from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. If the RSU is being earned upon the satisfaction of performance goals pursuant to a Performance RSU Agreement, then the Committee will: (a) determine the nature, length and starting date of any Performance Period for each RSU; (b) select performance criteria, including from among the Performance Factors, to be used to measure performance goals, if any; and (c) determine the number of Shares subject to the RSU. Prior to settlement of any RSU earned upon the satisfaction of performance goals pursuant to a Performance RSU Agreement, the Committee shall determine the extent to which such RSU has been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the RSUs to take into account changes in law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.

~~8.2~~ ~~Settlement~~. The portion of a RSU being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee may determine. Payment may be made in the form of cash or whole Shares or a combination thereof, either in a lump sum payment or in installments, all as the Committee will determine.

~~8.3~~ ~~Termination of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee).~~

9. ~~Stock Appreciation Rights~~. A Stock Appreciation Right (or SAR) is an award that may be exercised for cash or Shares (which may consist of Restricted Stock), having a value equal to the value determined by multiplying the difference between the Fair Market Value on the date of settlement over the Exercise Price and the number of Shares with respect to which the SAR is being settled. The Committee will determine to whom to grant a SAR, the number of Shares subject to the SAR, the restrictions to which the SAR will be subject, and all other terms and conditions of the SAR, subject to the following:

~~9.1~~ ~~Terms of SARs~~. SARs may vary from Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company, Parent or Subsidiary and/or individual performance goals or upon such other criteria as the Committee may determine. The Committee will determine all terms of each SAR including, without limitation: the number of Shares deemed subject to each SAR, the time or times during which each SAR may be settled, the consideration to be distributed on settlement, and the effect on each SAR of its holder’s Termination. All SARs will be evidenced by an Award Agreement (the “SAR Agreement”), which will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. The Exercise Price of a SAR will be determined by the Committee when the SAR is granted and may not be less than 100% of the Fair Market Value of the Shares on the date of grant. A SAR may be awarded upon satisfaction of such performance goals as are set out in advance in the Participant’s individual Award Agreement (the “Performance SAR Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. If the SAR is being earned upon the satisfaction of performance goals pursuant to a Performance SAR Agreement, then the Committee will: (a) determine the nature, length and starting date of any Performance Period

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for each SAR; (b) select performance criteria, including from among the Performance Factors, to be used to measure performance goals, if any; and (c) determine the number of Shares deemed subject to the SAR. Prior to exercise of any SAR earned upon the satisfaction of performance goals pursuant to a Performance SAR Agreement, the Committee shall determine the extent to which such SAR has been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the SARs to take into account changes in law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships. Notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section 22.2 below with respect to any proposal to reprice outstanding SARs. The term of a SAR shall be ten (10) years from the date the SAR is awarded or such shorter term as may be provided in the Award Agreement.

~~9.2~~ ~~Settlement~~. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.

~~9.3~~ ~~Termination of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee).~~

~~9.4~~ ~~Minimum Vesting~~. At the time of grant, no SAR will be granted that vests (or, if applicable, is exercisable) until at least twelve (12) months following the date of grant of the SAR; provided, however, that up to five percent (5%) of the Shares authorized for issuance under this Plan may be subject to SARs and/or Options that do not meet the foregoing vesting (and, if applicable, exercisability) requirements.

~~10.~~ ~~Payment for Share Purchases. Payment for Shares purchased pursuant to this Plan may be made in cash, by check or by wire transfer or, where expressly approved for the Participant by the Committee and where permitted by law:~~

~~(a)~~

~~by cancellation of indebtedness of the Company to the Participant;~~

~~(b)~~

by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled;

~~(c)~~

cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate Exercise Price plus any Tax-Related Items; provided that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance of the Exercise Price not satisfied by such reduction in the number of whole Shares to be issued;

~~(d)~~

~~by waiver of compensation due or accrued to the Participant for services rendered;~~

~~(e)~~

with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists, through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell all or a portion of the Shares so purchased to pay for the Exercise Price and any applicable Tax-Related Items, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company;

~~(f)~~

~~by such other consideration and method of payment as permitted by the Committee and applicable law; or~~

~~(g) by any combination of the foregoing.~~

~~11.~~ ~~Withholding Taxes~~.

~~11.1~~ ~~Withholding Generally~~. The Company, its Parent, Subsidiaries and Affiliates, as appropriate, shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, its Parent, Subsidiaries and Affiliates,

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an amount sufficient to satisfy any Tax-Related Items with respect to any taxable event concerning a Participant arising as a result of this Plan or to take such other action as may be necessary in the opinion of the Company or its Parent, Subsidiaries or Affiliates, as appropriate, to satisfy withholding obligations for the payment of Tax-Related Items, including but not limited to (i) withholding from the Participant’s wages or other cash compensation; (ii) withholding from the proceeds for the sale of Shares underlying the Award either through a voluntary sale or a mandatory sale arranged by the Company on the Participant’s behalf; (iii) through withholding in Shares as set forth in Section 11.2 below; (iv) where payments in satisfaction of the Awards are to be made in cash, through withholding all or part of the cash payment in an amount sufficient to satisfy the Tax-Related Items; or (v) any other method of withholding deemed acceptable by the Committee. No Shares (or their cash equivalent) shall be delivered hereunder to any Participant or other person until the Participant or such other person has made arrangements acceptable to the Committee for the satisfaction of these tax obligations with respect to any taxable event concerning the Participant or such other person arising as a result of Awards made under this Plan.

~~11.2~~ ~~Stock Withholding~~. When, under applicable tax laws, a Participant incurs tax liability in connection with the grant, exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose will be made in writing in a form and during a period acceptable to the Committee.

~~12.~~ ~~Privileges of Stock Ownership; Voting and Dividends~~. Except to the extent that the Committee grants an RSU that entitles the Participant to credit for dividends paid on Award Shares prior to the date such Shares are issued to the Participant (as reflected in the RSU Agreement), no Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. For the avoidance of doubt, in the event the Committee grants an RSU that entitles a Participant to credit for dividends on Award Shares prior to the date such Shares are issued, dividends may be accrued but shall not be paid to a Participant until Shares are vested Shares. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are restricted stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the restricted stock; provided, further, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant’s original Purchase Price or otherwise forfeited to the Company.

~~13.~~ ~~Transferability~~. Unless determined otherwise by the Committee or its delegate(s) or pursuant to this Section 13, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by (i) a will or (ii) by the laws of descent or distribution. If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or domestic relations order to a Permitted Transferee, such Award may contain such additional terms and conditions as the Committee or its delegate(s) deems appropriate. All Awards will be exercisable: (A) during the Participant’s lifetime only by (x) the Participant, or (y) the Participant’s guardian or legal representative; (B) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (C) in the case of all awards except ISOs, by a Permitted Transferee (for awards made transferable by the Committee) or such person’s guardian or legal representative. “Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.

~~14.~~ ~~Restrictions on Shares~~. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase a portion of or all Shares that are not vested held by a Participant following such Participant’s Termination at any time specified after the Participant’s Termination Date, for cash and/or cancellation of purchase money indebtedness, at the Participant’s original Exercise Price or Purchase Price, as the case may be. Alternatively, at the discretion of the Committee, Award Shares issued to the Participant for which the Participant did not pay any Exercise or Purchase Price may be forfeited to the Company on such terms and conditions as may be specified in

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the Award Agreement. All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

~~15.~~ ~~Escrow; Pledge of Shares~~. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.

~~16.~~ ~~Exchange and Buyout of Awards~~. The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. This Section shall not be construed to defeat the requirements of Section 22.2.

~~17.~~ ~~Securities Law and Other Regulatory Compliance~~. An Award will not be effective unless such Award is in compliance with all applicable federal, state, and foreign securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation, and no liability for failure, to issue Shares or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies, including governmental agencies outside the United States, that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any local, state, federal, or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. Furthermore, the inability or impracticability of the Company to obtain or maintain approval from any governmental agencies or to complete any registration or other qualification of the Shares under any applicable law or ruling as set forth herein shall relieve the Company of any liability with respect to the failure to issue or sell such Shares and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such Shares, with or without consideration to the affected Participants. Finally, the Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state, local or foreign securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

~~18.~~ ~~Foreign Awards and Rights.~~ Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries in which the Company operates or has Eligible Individuals, the Committee, in its sole discretion, shall have the power and authority to (i) modify the terms and conditions of any Award granted to Eligible Individuals to comply with applicable laws of jurisdictions where Eligible Individuals reside; (ii) establish sub-plans and determine the Exercise or Purchase Price, methods of exercise and other terms and procedures and rules, to the extent such actions may be necessary or advisable, including adoption of rules, procedures or sub-plans applicable to its Parent, Subsidiaries, Affiliates or Participants residing in particular locations; provided, however, that no such sub-plans and/or modifications shall increase the share limitations contained in Section 2 hereof or otherwise require shareholder approval; and (iii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on eligibility to receive an Award under the Plan or on Termination, available methods of exercise or settlement of an Award, payment of Tax-Related Items, the shifting of employer tax liability to the Participant, the withholding procedures and handling of any Share certificates or other indicia of ownership which may vary with local requirements. The Committee may also adopt sub-plans to the Plan intended to allow the Company to grant tax-qualified Awards in a particular jurisdiction. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Securities Act, Exchange Act, the Code, or any federal, state, local or foreign securities law.

~~19.~~ ~~Corporate Transactions~~.

~~19.1~~ ~~Assumption or Replacement of Awards by Successor~~. In the event of (a) a dissolution or liquidation of the Company, (b) the consummation of a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) the consummation of a merger in which the Company is the surviving corporation

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but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls another corporation which merges) with the Company in such merger) cease to own their shares or other equity interests in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the consummation of any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company from or by the stockholders of the Company), any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants, or the successor corporation may substitute equivalent awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards); provided that, unless otherwise determined by the Board, all Awards granted pursuant to Section 6 shall accelerate and be fully vested upon such merger, consolidation or corporate transaction. In the event such successor corporation (if any) fails to assume or substitute Awards pursuant to a transaction described in this Subsection 19.1, all such Awards will expire on such transaction at such time and on such conditions as the Board shall determine. Notwithstanding the foregoing, a transaction described in (a) through (e) above must also qualify as a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of a corporation’s assets, as the case may be, within the meaning of Code Section 409A and the regulations thereunder.

~~19.2~~ ~~Other Treatment of Awards~~. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 19, in the event of the occurrence of any transaction described in Section 19.1, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets or other “corporate transaction.”

~~19.3~~ ~~Assumption or Substitution of Awards by the Company~~. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.

~~20.~~ ~~No Obligation to Employ; Accelerated Expiration of Award for Harmful Act~~. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate of the Company to terminate Participant’s employment or other relationship at any time, with or without cause. Notwithstanding anything to the contrary herein, if a Participant is Terminated because of such Participant’s actual or alleged commitment of a criminal act or an intentional tort and the Company (or an employee of the Company) is the victim or object of such criminal act or intentional tort or such criminal act or intentional tort results, in the reasonable opinion of the Committee, in liability, loss, damage or injury to the Company, then, at the Committee’s election, Participant’s Awards shall not be exercisable or settleable and shall terminate and expire upon the Participant’s Termination Date. Termination by the Company based on a Participant’s alleged commitment of a criminal act or an intentional tort shall be based on a reasonable investigation of the facts and a determination by the Company that a preponderance of the evidence discovered in such investigation indicates that such Participant is guilty of such criminal act or intentional tort.

~~21.~~ ~~Compliance with Section 409A~~. Notwithstanding anything to the contrary contained herein, to the extent that the Committee determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under applicable law (and unless otherwise stated in the applicable Award Agreement), the Plan and the Award Agreements shall be interpreted in a manner that results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other interpretive guidance issued under Section 409A (whenever issued, the “Guidance”).

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~~22.~~ ~~Certain Stockholder Approval Matters~~.

~~22.1~~ ~~Plan Effectiveness; Increasing Plan Shares~~. This Plan became effective on October 22, 2013 (the “Effective Date”). Any amendment to this Plan increasing the number of Shares available for issuance hereunder shall be approved by the stockholders of the Company, consistent with applicable laws, within twelve (12) months before or after the effective date of such amendment (“Amendment Effective Date”). Upon the Amendment Effective Date, the Board may grant Awards covering such additional Shares pursuant to this Plan; provided, however, that: (a) no Option granted pursuant to such increase in the number of Shares subject to this Plan approved by the Board may be exercised prior to the time such increase has been approved by the stockholders of the Company; and (b) in the event that stockholder approval of any such amendment increasing the number of Shares subject to this Plan is not obtained, all Awards covering such additional Shares granted hereunder will be canceled, any Shares issued pursuant to any Award will be canceled, and any purchase of Shares hereunder will be rescinded.

~~22.2~~ ~~Repricing Matters~~. Except in connection with a corporate transaction involving the Company (including without limitation any stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, reorganization, merger, consolidation, split-up, spin-off or exchange of shares), the terms of outstanding Awards may not without stockholder approval be amended to reduce the Exercise Price of outstanding Options or SARs, or to cancel outstanding Options or SARs in exchange either for (a) cash, or (b) new Options, SARS or other Awards with an exercise price that is less than the Exercise Price of the original (cancelled) Options or SARs.

~~23.~~ ~~Amendment or Termination of Plan~~. The Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of Section 6 of this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan to increase the number of shares that may be issued under this Plan, change the designation of employees or class of employees eligible for participation in this Plan, take any action in conflict with Section 22.2 above, or otherwise materially modify a provision of the Plan if such modification requires stockholder approval under the applicable rules and regulations of the Nasdaq Market.

~~24.~~ ~~Nonexclusivity of the Plan~~. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

~~25.~~ ~~Governing Law. The Plan shall be governed by the laws of the state of Delaware, without regard to its conflict of laws.~~

~~26.~~ ~~No Guarantee of Tax Consequences~~. Although the Company may endeavor to qualify an Award for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or to avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including without limitation Section 5.10, and the Company will have no liability to a Participant or any other party if an Award that is intended to benefit from favorable tax treatment or avoid adverse tax treatment does not receive or maintain such favorable treatment or does not avoid such unfavorable treatment or for any action taken by the Committee with respect to the Award. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.

~~27.~~ ~~Insider Trading Policy~~. Each Participant who receives an Award shall comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.

~~28.~~ ~~All Awards Subject to Company Clawback or Recoupment Policy~~. All Awards held by an executive officer shall be subject to clawback, recoupment or forfeiture (i) to the extent that such executive officer is determined to have engaged in fraud or intentional illegal conduct materially contributing to a financial restatement, as determined by the Board in its sole discretion, (ii) as provided under any clawback, recoupment or forfeiture policy adopted by the Board or (iii) required by law. Such clawback, recoupment or forfeiture policy, in addition to any other remedies available under applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

~~29.~~ ~~Definitions. As used in this Plan, the following terms will have the following meanings:~~

“~~Affiliate~~” means any corporation that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another corporation, where “control” (including the terms “controlled by” and “under common

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control with”) means the possession, direct or indirect, of the power to cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract or otherwise.

“~~Award” means any award under this Plan, including any Option, Stock Appreciation Right, Restricted Stock Unit, or Restricted Stock Award.~~

“~~Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award.~~

“~~Board” means the Board of Directors of the Company.~~

“~~Code” means the Internal Revenue Code of 1986, as amended.~~

“~~Committee” means the committee appointed by the Board to administer this Plan, or if no such committee is appointed, the Board.~~

“~~Company” means NortonLifeLock Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.~~

“~~Disability” means a disability, whether temporary or permanent, partial or total, within the meaning of Section 22(e)(3) of the Code, as determined by the Committee.~~

“~~Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

“~~Exercise Price~~” means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option, and in the case of a Stock Appreciation Right the value specified on the date of grant that is subtracted from the Fair Market Value when such Stock Appreciation Right is settled.

“~~Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:~~

~~(a)~~

if such Common Stock is then quoted on the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (collectively, the “Nasdaq Market”), its closing price on the Nasdaq Market on the date of determination as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable;

~~(b)~~

if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable;

~~(c)~~

if such Common Stock is publicly traded but is not quoted on the Nasdaq Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable; or

~~(d) if none of the foregoing is applicable, by the Board or the Committee in good faith.~~

“~~Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act.~~

“~~Option” means an award of an option to purchase Shares pursuant to Section 5.~~

“~~Parent~~” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if at the time of the granting of an Award under this Plan, each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

“~~Participant” means a person who receives an Award under this Plan.~~

“~~Performance Factors~~” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:

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~~1. Profit Before Tax;~~

~~2. Billings;~~

~~3. Revenue;~~

~~4. Net revenue;~~

~~5. Earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings);~~

~~6. Operating income;~~

~~7. Operating margin;~~

~~8. Operating profit;~~

~~9. Controllable operating profit, or net operating profit;~~

~~10. Net Profit;~~

~~11. Gross margin;~~

~~12. Operating expenses or operating expenses as a percentage of revenue;~~

~~13. Net income;~~

~~14. Earnings per share;~~

~~15. Total stockholder return;~~

~~16. Market share;~~

~~17. Return on assets or net assets;~~

~~18. The Company’s stock price;~~

~~19. Growth in stockholder value relative to a pre-determined index;~~

~~20. Return on equity;~~

~~21. Return on invested capital;~~

~~22. Cash Flow (including free cash flow or operating cash flows);~~

~~23. Cash conversion cycle;~~

~~24. Economic value added;~~

~~25. Individual confidential business objectives;~~

~~26. Contract awards or backlog;~~

~~27. Overhead or other expense reduction;~~

~~28. Credit rating;~~

~~29. Strategic plan development and implementation;~~

~~30. Succession plan development and implementation;~~

~~31. Improvement in workforce diversity;~~

~~32. Customer indicators;~~

~~33. New product invention or innovation;~~

~~34. Attainment of research and development milestones;~~

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~~35. Improvements in productivity;~~

~~36. Bookings;~~

~~37. Attainment of objective operating goals and employee metrics; and~~

~~38. Any other metric that is capable of measurement as determined by the Committee.~~

The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

“~~Performance Period” means the period of service determined by the Committee during which years of service or performance is to be measured for an Award.~~

“~~Plan” means this NortonLifeLock Inc. 2013 Equity Incentive Plan, as amended from time to time.~~

“~~Purchase Price” means the price to be paid for Shares acquired under this Plan pursuant to an Award other than an Option.~~

“~~Restricted Stock Award” means an award of Shares pursuant to Section 7.~~

“~~Restricted Stock Unit” or “RSU” means an award of Shares pursuant to Section 8.~~

“~~Securities Act” means the Securities Act of 1933, as amended.~~

“~~Shares” means shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 19, and any successor security.~~

“~~Stock Appreciation Right” or “SAR” means an Award, granted pursuant to Section 9.~~

“~~Subsidiary~~” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of granting of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

“~~Tax-Related Items~~” means federal, state, or local taxes and any taxes imposed by jurisdictions outside of the United States (including but not limited to income tax, social insurance contributions, fringe benefits tax, payment on account, employment tax obligations, and stamp taxes) required by law to be withheld and any employer liability shifted to a Participant.

“~~Termination” or “Terminated~~” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an Eligible Individual to the Company or a Parent, Subsidiary or Affiliate of the Company. A Participant will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) vacation leave (iii) military leave, (iv) transfers of employment between the Company and its Parent, Subsidiaries or Affiliates; or (v) any other leave of absence approved by the Committee, provided, that such leave is for a period of not more than three months, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company. In the case of any Participant on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or its Parent, Subsidiaries or Affiliates as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term, if any, set forth in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”).

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NORTONLIFELOCK INC. 60 E. RIO SALADO PARKWAY SUITE 1000 TEMPE, AZ 85281 ATTN: MARY LAI SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/NLOK2022 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TOSignature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~D89189-P79022~~ KEEP THIS PORTION FOR YOUR ~~RECORDS THIS~~RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ~~ONLY NORTONLIFELOCK INC. The Board of Directors recommends that you vote FOR the following: Election of Directors Nominees: 1a. Sue Barsamian 1b. Eric K. Brandt 1c. Frank~~ONLYV19682-P96765For Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !GEN DIGITAL INC.60 E. Dangeard 1d. Nora M. Denzel 1e. Peter A. Feld 1f. Emily Heath 1g. Vincent Pilette 1h. Sherrese Smith For Against Abstain ! ! ! The Board of Directors recommends that you vote FOR proposals 2, 3 and 4. ! ! ! 2.RIO SALADO PARKWAYSUITE 1000TEMPE, AZ 85281ATTN: MARY LAIGEN DIGITAL INC.2. Ratification of the appointment of KPMG LLP as ~~our independent~~ourindependent registered public accounting firm for ~~the 2023~~the2024 fiscal ~~year. ! ! ! 3.~~year.3. Advisory vote to approve executive ~~compensation. ! ! ! 4. Amendment~~compensation.4. Advisory vote on the frequency of the 2013 Equity Incentive Plan. ! ! ! The Board of Directors recommends that you vote AGAINST proposal 5: ! ! ! 5. Stockholder proposal regarding shareholder ratification of termination pay. ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. ! ! ! For Against Abstain ! ! ! ! ! ! ! ! ! For Against Abstain ! ! ! Pleaseadvisoryvotes to approve executive compensation.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. ~~Joint owners~~Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ~~officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date~~officer.NOTE: Such other business as may properly come before themeeting or any adjournment thereof.1a. Sue Barsamian1b. Pavel Baudis1d. Frank E. Dangeard1c. Eric K. Brandt1e. Nora M. Denzel1f. Peter A. Feld1h. Vincent Pilette1. Election of DirectorsNominees:The Board of Directors recommends that you voteFOR the following:The Board of Directors recommends that you vote FORproposals 2 and 3.The Board of Directors recommends that youvote "1 YEAR" for proposal 4:The Board of Directors recommends that you voteAGAINST proposal 5:1g. Emily Heath1i. Sherrese Smith1j. Ondrej Vlcek5. Stockholder proposal regarding shareholder ratificationof termination pay.For Against Abstain! ! !! ! !! ! !1 Year 2 Years 3 Years Abstain! ! ! !! ! !VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card inhand when you access the web site and follow the instructions to obtain your records and tocreate an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/GEN2023You may attend the Meeting via the Internet and vote during the Meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Timethe day before the meeting date. Have your proxy card in hand when you call and thenfollow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.SCAN TOVIEW MATERIALS & VOTE

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~~Important~~V19683-P96765Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at ~~www.proxyvote.com. D89190-P79022 This~~www.proxyvote.com.Continued and to be signed on reverse sideThis Proxy is Solicited on Behalf of ~~the Board~~theBoard of Directors of ~~NortonLifeLock Inc. 2022~~Gen Digital Inc.2023 Annual Meeting of ~~Stockholders The~~StockholdersThe undersigned stockholder(s) appoint(s) Vincent Pilette, Natalie Derse, and Bryan Ko (the "Proxies") ~~and each~~andeach of them, with full power of substitution, as attorneys and proxies for and in the name and place of ~~the undersigned,~~theundersigned, and hereby authorize(s) each of them to represent and to vote all of the shares of Common ~~Stock of NortonLifeLock~~Stockof Gen Digital Inc. that are held of record by the undersigned as of July ~~18, 2022,~~17, 2023, which the undersigned ~~is entitled~~isentitled to vote at the Annual Meeting of Stockholders of ~~NortonLifeLock~~Gen Digital Inc. to be held on September ~~13, 2022 at~~12, 2023at 9:00 A.M. (Pacific Time), and at any adjournments or postponements ~~thereof. THIS~~thereof.THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED ~~AT THE~~ATTHE ANNUAL MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE ~~MANNER DESCRIBED~~MANNERDESCRIBED HEREIN. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR ~~OF ELECTING~~OFELECTING THE ~~EIGHT~~TEN NOMINEES IDENTIFIED HEREIN TO THE BOARD OF DIRECTORS, FOR ~~PROPOSALS 2,~~PROPOSALS2 AND 3, ~~AND~~"1 YEAR" FOR PROPOSAL 4 AND AGAINST PROPOSAL ~~5. In~~5.In their discretion, the Proxies are authorized to vote upon such other business as may properly come ~~before the~~beforethe meeting. ~~Continued and to be signed on reverse side~~

0000849399 6 2022-04-02 2023-03-31

		~~Page~~
~~PROXY SUMMARY~~			1
~~CORPORATE GOVERNANCE~~PROXY SUMMARY			71
~~Corporate Governance Guidelines~~CORPORATE GOVERNANCE			78
~~Code of Conduct and Code of Ethics~~Corporate Governance Guidelines			78
~~Insider Trading, Hedging~~Code of Conduct and ~~Pledging Policies~~Code of Ethics			78
~~Stock Ownership Guidelines~~Insider Trading, Hedging and Pledging Policies			78
~~Stockholder Outreach and Engagement~~Stock Ownership Guidelines			89
~~Majority Vote Standard~~Stockholder Outreach and ~~Director Resignation Policy~~Engagement			89
~~Proxy Access~~Majority Vote Standard and Director Resignation Policy			810
~~Board Leadership Structure~~Proxy Access			810
Board ~~Independence~~Leadership Structure			910
~~Change in Director Occupation~~Board Independence			911
~~Board and Committee Effectiveness~~Change in Director Occupation			1011
~~Board’s Role in Risk Oversight~~Director Overboarding Limits			1011
~~Board’s Role in COVID-19 Response~~Board and Committee Effectiveness and Evaluations	~~��~~		11
~~Board’s Role in Oversight of Company Strategy~~			1112
Board’s Role in Risk Oversight			13
Board’s Role in Oversight of Company Strategy			14
Information Security and Risk Oversight			14
Board’s Role in Oversight of Human Capital Management			1114
~~Outside Advisors~~Environmental, Social and Governance (ESG)			1215
Board Structure and Meetings			1215
Executive Sessions			1216
Succession Planning			1316
Attendance of Board Members at Annual Meetings			1316
THE BOARD AND ITS COMMITTEES			1417
Audit Committee			1418
Compensation and Leadership Development Committee			1519
Nominating and Governance Committee			1620
Technology and Cybersecurity Committee			1721
DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS			1822
Criteria for Nomination to the Board			1822
Process for Identifying and Evaluating Nominees			1823
Stockholder Proposals for Nominees			1924
Contacting the Board of Directors			1924
~~Human Capital Management~~PROPOSAL NO. 1 ELECTION OF DIRECTORS			2025
~~Environmental, Social and Governance (ESG)~~Nominees for Director			2125
~~PROPOSAL NO. 1 ELECTION OF DIRECTORS~~Board Diversity Matrix			2333
~~Nominees for~~ Director Compensation			2333
~~Board Diversity Matrix as of July 18, 2022~~Fiscal Year 2023 Director Compensation Changes			2834
~~Summary of~~Fiscal 2023 Director ~~Qualifications and Experience~~Compensation			2835
~~Director Compensation~~Certain Changes Beginning in Fiscal Year 2024			2936
~~Fiscal 2022 Director Compensation~~			30
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			3237
Principal Accountant Fees and Services			3237
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			3238

	~~Page~~
PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		3339
PROPOSAL NO. 4 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation		40
PROPOSAL NO. 5 Stockholder Proposal Regarding Shareholder Ratification of Termination Pay		41
Our Board of Directors’ Statement in Opposition to Proposal No. 5		43
OUR EXECUTIVE OFFICERS		46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		47
Five Percent Owners of Common Stock		47
Security Ownership of Executive Officers and Directors		48
Delinquent Section 16(a) Reports		48
EXECUTIVE COMPENSATION AND RELATED INFORMATION		49
Compensation Discussion & Analysis (CD&A)		49
Compensation Committee Interlocks and Insider Participation		73
Compensation Committee Report		74
Executive Compensation Tables		75
~~PROPOSAL NO. 4 AMENDMENT OF THE 2013 EQUITY INCENTIVE PLAN~~		34
~~Background of Amendment~~		34
~~Plan History~~		34
~~Promotion of Compensation Governance Best Practices~~		35
~~Summary of our 2013 Equity Incentive Plan, as Amended~~		36
~~Summary of Federal Income Tax Consequences of Awards Granted under the 2013 Equity Incentive Plan, as Amended~~		38
~~ERISA Information~~		39
~~Accounting Treatment~~		39
~~New Plan Benefits~~		40
~~Equity Compensation Plan Information~~		41
~~PROPOSAL NO. 5 STOCKHOLDER PROPOSAL ON TERMINATION PAY~~		42
~~Resolution Proposed by Stockholder~~Potential Payments Upon Termination or Change-in-Control		4281
~~Our Board of Directors’ Statement in Opposition to Proposal No. 5~~CEO Pay Ratio		4384
~~OUR EXECUTIVE OFFICERS~~Pay Versus Performance		46
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~		47
~~Five Percent Owners of Common Stock~~		47
~~Security Ownership of Executive Officers and Directors~~		47
~~EXECUTIVE COMPENSATION AND RELATED INFORMATION~~		49
~~Compensation Discussion & Analysis (CD&A)~~		49
~~Compensation Committee Interlocks and Insider Participation~~		71
~~Compensation Committee Report~~		71
~~Executive Compensation Tables~~		72
~~CEO Pay Ratio~~		7885
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		8089
Related-Person Transactions Policy and Procedure		8089
Certain Related ~~Person~~Party Transactions		8090
REPORT OF THE AUDIT COMMITTEE		8191
INFORMATION ABOUT SOLICITATION AND VOTING		8292
ABOUT THE ANNUAL MEETING		8293
ADDITIONAL INFORMATION		8697
Stockholder Proposals for the ~~2023~~2024 Annual Meeting		8697
Available Information		8697
Householding — Stockholders Sharing the Same Last Name and Address		8697
OTHER MATTERS		8799
Note About Forward-Looking Statements		8799
Information Referenced in This Proxy Statement		8799
ANNEX A — ~~Reconciliation of Non-GAAP Financial Measures and Explanation of Key Performance Indicators~~RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND EXPLANATION OF KEY PERFORMANCE INDICATORS		88100
~~ANNEX B — NortonLifeLock 2013 Equity Incentive Plan, as Amended~~		90

Component	Metric(1)	Achievement (as a percentage of target)	Funding
FY22 Executive Annual Incentive Plan (EAIP)	FY22 non-GAAP operating income threshold goal	113.1%	Threshold Goal Achieved
	FY22 Bookings	100.3%	105%
FY22 Performance-based Restricted Stock Units(2)	50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index	NA	NA
	50% based on CAGR for revenue	NA	NA
FY21 Performance-based Restricted Stock Units(2)	50% based on 3-year TSR relative to the Nasdaq Composite Index	NA	NA
	50% based on CAGR for revenue	NA	NA
FY20 Performance-based Restricted Stock Units(2)	3-year TSR relative to the S&P 500	193.06%	NA
Value Creation Program (VCP) Performance-based Restricted Stock Units(3)	Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured over a 4-year period	0% to date	0% to date

		Director Since				Committee Memberships				Other Public Boards*
Name	Age	Director Since	Occupation	Independent	Diversity	AC	CC	NGC	Tech	Other Public Boards*
Susan P. Barsamian	63	2019	Director		W D					2
Eric K. Brandt	60	2020	Director							3
Frank E. Dangeard	64	2007	Managing Partner, Harcourt							2
Nora M. Denzel	59	2019	Director		W					3
Peter A. Feld	43	2018	Managing Member and Head of Research, Starboard Value LP							2
Emily Heath	48	2021	Director		W D					0
Vincent Pilette	50	2019	Chief Executive Officer							0
Sherrese M. Smith	50	2021	Managing Partner, Paul Hastings		W D					1

2022 Annual Equity Awards:
All Non-Employee Directors				$	260,000

	Fiscal 2022 (%)		Fiscal 2021 (%)		Fiscal 2020 (%)
Gross Burn Rate(1)		0.71		1.00		2.47
Net Burn Rate(2)		0.53		0.74		0.52
Equity Overhang(3)		4.00		4.32		5.40

Fiscal Year	Option Awards Granted		Time- Based Options Granted		Performance- Based Options Granted(1)		Performance- based Options Earned		Total Full- Value Awards Granted		Time- Based RSUs Granted		PRUs Granted(1)		PRUs Earned
2022		—		—		—		—		6,730,293		4,149,490		2,580,803		150,132
2021		—		—		—		975,000		4,628,315		3,664,543		963,772		2,078,155
2020		1,625,000		—		1,625,000		650,000(2)		14,421,293		12,449,867		1,971,426		971,522

NEO	FY22 PRU Award Amount (#)		FY22 PRU Grant Date Fair Value ($)
Vincent Pilette		266,828		7,687,315
Natalie Derse		82,100		2,365,301
Bryan Ko		82,100		2,365,301

NEO	FY22 RSU Award Amount (#)	Grant Date Fair Value ($)	Vesting Criteria(1)
Vincent Pilette	177,885	3,749,816	33%/33%/34%
Natalie Derse	54,734	1,153,793	33%/33%/34%
Bryan Ko	54,734	1,153,793	33%/33%/34%

NEO	VCP PRU Award Amount (#)		Grant Date Fair Value ($)		VCP RSU Award Amount (#)		Grant Date Fair Value ($)
Natalie Derse		209,251		5,982,486		69,750		1,696,320
Bryan Ko		209,251		5,982,486		69,750		1,696,320

Drive Business Success

Our executive compensation program is designed to drive our success as a market leader in ~~cybersecurity.~~cybersecurity, privacy, and identity.

Pay for Performance

Our focus is to reward for outstanding company and individual performance, team success, and quantitative results that drive our short- and long-term company objectives; we aim to closely align the majority of our executive officers’ overall target total compensation via long-term performance-based incentives.

Attract and Retain

We aim to attract and retain high performing and talented executive officers while maximizing long-term stockholder value.

Balancing and Aligning Interests with Stockholders

Equity awards with multi-year vesting and performance requirements help align our executive officers’ pay with the creation of long-term shareholder return. In addition, we are sensitive to how equity investments will impact our cost structure and stockholder dilution.