On October 6, 2026, the Board of Directors of Gen appointed Talbott Roche as a director effective immediately and determined that she is independent under Nasdaq listing standards; her Board committee assignments have not yet been determined. Ms. Roche will receive a pro-rated portion of the annual cash retainer and the full annual equity retainer under Gen’s standard non-employee director compensation described in the proxy statement filed July 28, 2026, and will enter into the company’s standard indemnification agreement. Ms. Roche has served as CEO and a director of Blackhawk Network Holdings, Inc. since 2016 and as its President since 2010, previously held roles at Landor Associates and News Corporation, served on the board of Electronic Arts Inc. from 2016 until August 4, 2026, and holds a B.A. in economics from Stanford University. The Board cited her operational and senior leadership experience, corporate governance, risk management, compensation program design, and investor engagement experience; there are no arrangements or understandings with other persons regarding her selection, no family relationships with Gen’s directors or executive officers, and no material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Talbott Roche as a Director of Gen On October 6, 2026, the Board appointed Talbott Roche to serve as a member of the Board effective immediately. In connection with her appointment, the Board determined that Ms. Roche is independent under the applicable listing standards of The Nasdaq Stock Market LLC. It has not yet been determined on which Board committees, if any, Ms. Roche will serve. Ms. Roche will receive a pro-rated portion of the annual cash retainer and the full annual equity retainer that is part of the standard compensation received by the Company s non-employee directors for service on the Board, as previously disclosed in the Company s proxy statement that was filed on July 28, 2026. In addition, Ms. Roche will enter into the Company s standard form of indemnification agreement, which provides for indemnification of directors to the fullest extent allowed by Delaware law. Ms. Roche has served as Chief Executive Officer and a member of the board of directors of Blackhawk Network Holdings, Inc., a leading prepaid payment company, since 2016, and as President since 2010. As President and CEO, she has led the company through multiple acquisitions, as well as its take private transaction in 2018, expanded the business into B2B and supported Blackhawk's global growth. Prior to Blackhawk Network, Ms. Roche served as Branding Consultant and Director of New Business Development for Landor Associates, a marketing consulting firm, and held executive positions at News Corporation, a global media company. Ms. Roche previously sat on the board of directors of the public company, Electronic Arts Inc. (NASDAQ: EA), a global leader in digital interactive entertainment, from 2016 until August 4, 2026. Ms. Roche holds a B.A. in economics from Stanford University. The Board believes Ms. Roche s qualifications to sit on our Board of Directors include her extensive operational and senior leadership experience scaling a global, digital-first business, as well as significant experience in corporate governance, risk management, compensation program design, and investor engagement as the Chief Executive Officer of a global organization, including during Blackhawk Network Holdings time as a public company. There are no arrangements or understandings between Ms. Roche and any other persons pursuant to which she was selected as a director. Ms. Roche has no family relationships with any of the Company s directors or executive officers and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
