Symantec 2012 Annual Report Download - page 12

O UR C ORPORATE G OVERNANCE F ACTS
Size of Board 9
Number of Independent Directors 8
Board Committees Consists Entirely of Independent Directors Yes
All Directors Attended at least 75% of Meetings Held Yes
Annual Election of All Directors Yes
Majority Voting for Directors Yes
Separate Chairman & CEO No
Lead Independent Director Yes
Independent Directors Meet Regularly in Executive Session Yes
Annual Board and Committee Self-Evaluations Yes
Stockholder Ability to Call Special Meetings (15% threshold) Yes
Stockholder Ability to Act by Written Consent Yes
Non-stockholder Approved Poison Pill No
Annual Advisory Approval of Executive Compensation Yes
Stock Ownership Requirements for Directors and Executive Officers Yes
O
UR E XECUTIVE C OMPENSATION P HILOSOPHY AND P RACTICES
The overriding principle driving our compensation programs is our belief that it benefits all of our con-
stituencies for management’s compensation to be tied to our current and long-term performance. The following
factors demonstrate our continued and heightened commitment to pay-for-performance and to corporate gover-
nance best practices:
‰A significant percentage (over 50%) of our executive officers’ compensation consists of long-term equity
incentive awards, which consists entirely of performance-based restricted stock units and restricted stock
units (RSUs).
‰We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code,
and any potential severance payments are well under 3 times our executive officers’ total target cash
compensation.
‰We have clawback provisions, providing for the return of any excess compensation received by an execu-
tive officer if our financial statements are the subject of a restatement due to error or misconduct.
‰Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involv-
ing Symantec-based derivative securities.
‰While our cash incentive compensation is designed to reward outstanding performance of our executive
officers, payouts under each plan are capped to discourage excessive or inappropriate risk taking by our
executive officers.
C OMPENSATION C OMPONENTS :
Component Key Characteristics
Base Salary Based on positioning relative to market, individual role, performance and contribution levels.
Annual Incentive Award Our executive officers are eligible to receive performance-based compensation contingent upon (i)
our achievement of targeted annual revenue; (ii) our achievement of targeted annual non-GAAP
earnings per share; and (iii) the executive officer’s business unit’s performance (except for our CEO).
Long-term Incentive Plan (LTIP) Our executive officers are eligible to receive performance-based compensation contingent upon our
achievement of targeted operating cash flow and being employed with us for two additional years
after achievement of the LTIP metric.
Restricted Stock Units Restricted stock units vest over four years.
Performance-based Restricted Stock
Units (PRUs) Under our PRUs, our executive officers are eligible to receive shares following a three fiscal year performance period under the award based upon (i) our achievement of targeted annual non-GAAP
earnings per share for the first fiscal year; and (ii) the achievement of the total shareholder return
(“TSR”) ranking for our company as compared to the S&P 500 for the two and three years ended as
of the end of the second and third fiscal year, respectively.
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