Symantec 2012 Annual Report Download - page 31

(7) In lieu of cash, Messrs. Bennett and Miller each received 100% of their annual retainer fee of $50,000 in the
form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan,
they were each granted 2,538 shares at a per share fair value of $19.70 and a full grant date fair value of
$49,999. The balance of their fees was paid in cash as reported in the “Fees Earned or Paid in Cash” column
in the table above.
(8) Mr. Gillett was appointed to the Board effective January 30, 2012. Accordingly, he received prorated com-
pensation under the director compensation policies described below.
(9) Since Mr. Gillett was appointed to the Board after the beginning of the fiscal year, he was granted a prorated
award of 2,193 restricted stock units on January 30, 2012, with a per share value of $17.03 and a full grant
date fair value of $37,347. A cash payout of $15.85 for fractional share from the stock award is reported in
the “Fees Earned or Paid in Cash” column in the table above.
(10)Mr. Miller received an additional annual fee in the amount of $30,000 for his role as Lead Independent
Director.
The policy of the Board is that compensation for independent directors should be a mix of cash and equity-
based compensation. Symantec does not pay employee directors for Board service in addition to their regular
employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees
from us. The Compensation Committee, which consists solely of independent directors, has the primary
responsibility to review and consider any revisions to directors’ compensation.
Director Stock Ownership Guidelines: Since May 2007, the Compensation Committee has instituted the
following stock ownership guidelines to better align our directors’ interests with those of our stockholders:
‰Directors must maintain a minimum holding of 10,000 shares of Company stock;
‰New directors will have three years to reach the minimum holding level; and
‰Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on
vested grants.
Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board
determined the non-employee directors’ compensation for fiscal year 2012 as follows:
‰$50,000 annual cash retainer
‰$15,000 annual fee for committee membership ($20,000 for Audit Committee membership)
‰$15,000 annual fee for chairing a committee of the Board ($25,000 for chairing the Audit Committee)
‰$30,000 annual fee for the Lead Independent Director
‰$100,000 annual fee for the independent Chairman
The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan,
as amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the
retainer payable to each director for serving as a member. We pay the annual retainer fee and any additional
annual fees to each director at the beginning of the fiscal year. Directors who join the Company after the begin-
ning of the fiscal year receive a prorated cash payment in respect of their annual retainer fee and fees. These
payments are considered earned when paid. Accordingly, we do not require them to be repaid in the event a
director ceases serving in the capacity for which he or she was compensated.
Annual Equity Awards. All grants to non-employee directors will be made on a discretionary basis under
the 2004 Equity Incentive Plan. Pursuant to a Non-Employee Director Grant Policy adopted by our Board, each
non-employee member of the Board receives an annual award of fully-vested restricted stock having a fair mar-
ket value on the grant date equal to a pre-determined dollar value, which was $200,000 during fiscal 2012. The
restricted stock awards granted for fiscal year 2012 were granted on May 16, 2011 and are fully vested.
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