Symantec 2009 Annual Report Download - page 37

• Gregory W. Hughes, Group President, Enterprise Products (and former Chief Strategy Officer)
• J. David Thompson, Group President, Information Technology (“IT”) & Services Group
Mr. Thompson served as our Chief Executive Officer, as well as our Chairman, throughout fiscal 2009, and on
April 4, 2009 Mr. Salem, who was our Chief Operating Officer throughout fiscal 2009, succeeded Mr. Thompson as
Chief Executive Officer.
The independent directors of the Board evaluate the CEO’s performance and the Compensation Committee
then reviews and recommends to the independent members of the Board all compensation arrangements for the
CEO. After discussion, the independent members of the Board approve the CEO’s compensation. The Compen-
sation Committee also discusses the performance of the other named executive officers with the CEO, reviews the
compensation recommendations that the CEO submits for the other named executive officers, makes any
appropriate adjustments, and approves their compensation.
The Compensation Committee retains Mercer, an outside consulting firm, to provide advice and ongoing
recommendations on executive and general compensation matters. The Compensation Committee oversees
Mercer’s engagement. Mercer representatives meet informally with the Compensation Committee Chair and
the Chief Human Resources Officer and formally with the Compensation Committee during its regular meetings,
including from time to time in executive sessions without any members of management present. We have worked
with Mercer since fiscal 2004, and paid them approximately $250,000 for their services with respect to fiscal 2009.
The Compensation Committee establishes our compensation philosophy and approves our compensation
programs and solicits input and advice from several of our executive officers and Mercer. As mentioned above, our
CEO provides the Board and Compensation Committee with feedback on the performance of our executive officers
and makes compensation recommendations for the executives to the Compensation Committee for their approval.
Our CEO, CFO, Chief Human Resources Officer and General Counsel regularly attend the Compensation
Committee’s meetings to provide: their perspectives on competition in the industry, the needs of the business,
information regarding the Company’s performance, and other advice specific to their areas of expertise. In addition,
at the Compensation Committee’s direction, Mercer works with our Chief Human Resources Officer and other
members of management to obtain information necessary for Mercer to make their own recommendations as to
various matters as well as to evaluate management’s recommendations.
FACTORS WE CONSIDER IN DETERMINING OUR COMPENSATION PROGRAMS
We apply a number of compensation policies and analytic tools in implementing our compensation principles.
These policies and tools guide the Compensation Committee in determining the mix and value of the compensation
components for our named executive officers. They include:
A Total Rewards Approach: Elements of the total rewards offered to our executive officers include base
salary, short- and long-term incentives including equity awards, health benefits, a deferred compensation program
and a consistent focus on individual professional growth and opportunities for new challenges.
Focus on Pay-for-Performance: Our executive compensation program is designed to reward executives for
results. As described below, the pay mix for named executive officers emphasizes variable pay in the form of short-
and long-term cash and equity awards. Short-term results are measured by annual financial performance, specif-
ically revenue, earnings per share and, for our business unit leaders, business unit performance. Long-term results
are measured by (a) share price appreciation, and (b) achievement of operating cash flow targets.
Appropriate Market Positioning: Our current policy is to target the base salary and annual short-term cash
incentive structure for named executive officers at the 65th percentile of the relevant market composite, as described
below, with target long-term incentive opportunities and benefits for named executive officers at the 50th percentile
of the relevant market composite. Base salary and short-term cash incentives are positioned at this level in order to
attract and retain high caliber talent in the highly competitive technology market. The target long-term incentive
strategy allows us to be competitive in the market for top talent, while providing alignment with stockholders and
keeping the “burn rate” and dilution associated with our equity compensation programs within a range we deem
acceptable. As described below, the pay mix for executives emphasizes long-term performance through a majority
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