Symantec 2010 Annual Report Download - page 51

compensation philosophy and in keeping with the terms of our compensation arrangements. The following
compensation for fiscal 2010 is discussed in greater detail in this CD&A:
• For fiscal 2010, salaries of the named executive officers did not increase, except in connection with
promotions, for the third consecutive year due to a number of factors, including the challenging macro-
economic environment, our review of relevant market data and our reduction in cost structure;
• For fiscal 2010, each of our named executive officers received well less than his target payout (in the range of
46% below a full payout to 85% below a full payout) under the metrics used under our Fiscal Year 2010
Executive Annual Incentive Plans based on Symantec’s performance and (except in the case of our CEO) the
performance of each named executive officer’s respective business unit;
• For fiscal 2010, our operating cash flow target was $1,567 million and we achieved 108% of our target,
resulting in a payout of 140% of target bonus amounts under our Long Term Incentive Plan for our named
executive officers who remain our employees as of the end of fiscal 2012; and
• For fiscal 2010, the named executive officers other than the CEO received approximately 55% of the value of
their equity compensation in the form of restricted stock units and 45% in stock options, while the CEO
received approximately 55% of his equity compensation in fiscal 2010 in the form of stock options and 45%
in the form of restricted stock units.
Roles of Our Compensation Committee, Executive Officers and Consultants in our Compensation Process
The Compensation Committee, which is comprised entirely of independent directors, is responsible for
overseeing all of Symantec’s compensation programs, including the compensation payable to our named executive
officers. For more details about the Compensation Committee’s functions and additional information about
Compensation Committee members, see the “Corporate Governance Standards and Director Independence”
section (beginning on page 6) and the “Board Committees and Their Functions” section (beginning on page 10).
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 determine the CEO’s compensation. The Com-
pensation 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.
Since fiscal 2004, the Compensation Committee has engaged Mercer, an outside consulting firm, to provide
advice and ongoing recommendations on executive 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 regularly with the Compensation Committee during its regular meetings,
including in executive sessions from time to time without any members of management present.
As part of its engagement in fiscal 2010, Mercer provided, among other services, advice and recommendations
on the amount or form of executive and director compensation. For example, Mercer evaluated and advised the
Compensation Committee on the peer group that the Compensation Committee uses to develop a market composite
for purposes of establishing named executive officer pay levels (as described below), the competitiveness of our
director and executive compensation programs, the proposed performance goals and ranges for incentive plans,
compensation-related trends and developments in our industry and the broader talent market and regulatory
developments relating to compensation practices.
We paid Mercer approximately $220,000 for executive compensation services in fiscal 2010. In addition, with
the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates for
other services, including approximately $700,000 for benefits consulting and $195,000 for other non-executive
compensation services. We also reimbursed Mercer and its affiliates for reasonable travel and business expenses.
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
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