Symantec 2010 Annual Report Download - page 53

Compensation Committee uses the peer group, as well as other relevant market data, to develop a market composite
for purposes of establishing named executive officer pay levels (as described above). In addition, the peer group
performance is used as input for setting performance targets for our annual incentive plan.
The peer group is generally reviewed on an annual basis, and may be adjusted from time to time based on a
comparison of market capitalization, industry and peer group performance. For fiscal 2010, the Compensation
Committee, with Mercer’s advice, included the following companies in its peer group analysis: Adobe Systems,
Analog Devices, Apple, Computer Associates, Cisco Systems, Electronic Arts, EMC, Harris Interactive, Juniper
Networks, Lexmark International, Network Appliance, Oracle, Qualcomm, Seagate Technology, and Yahoo!.
Appropriate Pay Mix: In determining the mix of the various reward elements and the value of each
component, the Compensation Committee takes into account the executive’s role, the competitiveness of the market
for executive talent, individual and Company performance, business unit performance, internal pay equity and
historical compensation. Details of the various programs and how they support the overall business strategy are
outlined in “Compensation Components.” In making its determinations with regard to compensation, the Com-
pensation Committee reviews the various compensation elements for the CEO and the other named executive
officers (including base salary, target annual bonus, target and accrued award payments under the Long Term
Incentive Plans, and the value of vested and unvested equity awards). For example, our long-term incentive
compensation strategy is to divide the target long-term incentive compensation value for our named executive
officers equally among restricted stock units, stock options, and cash long-term incentive awards. We believe this
diversified allocation appropriately aligns the interests of these executive officers with those of our stockholders
while maintaining balance in the design of compensation paid to our executive officers.
The percentage of an executive officer’s compensation opportunity that is at-risk or variable instead of fixed is
based primarily on the officer’s level of influence at Symantec. Executive officers generally have a greater portion
of their pay 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 the Company’s performance. This is
achieved by having higher target short-term incentive opportunities and higher equity grant levels relative to base
salary than employees who are not senior executives. A materially higher proportion of the CEO’s compensation
opportunity is at-risk relative to the other named executive officers because the nature of his role and ability to
influence the Company’s performance.
The Compensation Committee, in consultation with Mercer, has conducted a risk analysis on Symantec’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 the
Company. The Compensation Committee’s compensation-related risk management role is discussed in the
Corporate Governance section under Board’s Role in Risk Oversight on page 8 and Board Committees and Their
Functions on page 10.
Form and Mix of Long-Term Equity Incentive Compensation: We currently use two forms of equity for
long-term equity incentive compensation: stock options and restricted stock units. (See “Equity Incentive Awards”
below for more information regarding the specific features of each form). Starting in fiscal 2007, we increased the
proportion of restricted stock units granted to senior executives relative to options. 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 the form of stock options, while the CEO received approximately 55% of
his equity compensation in fiscal 2010 in the form of stock options. These percentages (and other percentage-based
equity awards value discussed below) are based on the grant date fair value of the shares of common stock
underlying the restricted stock units and the grant date fair value of the options using the Black-Scholes option
pricing method. The awards made to our named executive officers other than the CEO are determined by the
Compensation Committee after reviewing recommendations made by the CEO. In determining its recommenda-
tions to the independent directors of the Board, in the case of CEO compensation, and in making compensation
decisions with respect to other named executive officers, the Compensation Committee may consider factors such
as the individual’s tenure at the Company, industry experience, current pay mix, long-term equity and cash awards
previously granted to the individual, retention considerations, business unit performance, individual performance,
and other factors.
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