Symantec 2012 Annual Report Download - page 44

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EXECUTIVE COMPENSATION AND RELATED INFORMATION
COMPENSATION DISCUSSION & ANALYSIS (CD&A)
EXECUTIVE SUMMARY
This compensation discussion and analysis describes the material elements of Symantec’s executive compen-
sation program for fiscal 2012. For fiscal 2012, our named executive officers (“NEOs”) were:
‰Enrique Salem, former President and Chief Executive Officer (resignation effective in fiscal 2013, as of
July 24, 2012)
‰James A. Beer, Executive Vice President and Chief Financial Officer
‰Rowan M. Trollope, Group President, SMB and Symantec.cloud
‰Francis A. deSouza, Group President, Enterprise Products & Services
‰William T. Robbins, Executive Vice President, Worldwide Sales and Services
Our Compensation Philosophy and Practices
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:
‰In fiscal year 2012, we extended our commitment to pay for performance by reducing the fixed compo-
nent targets of executive compensation, and increasing the variable, performance dependent targets,
thereby furthering the goal of aligning executive pay with shareholder returns. This change will have the
ultimate result of paying our executives at the 50th percentile unless we perform well. More specifically,
we shifted our target pay positioning for our executive officers from the 65th percentile to the 50th percen-
tile of the relevant market composite for salary, and are gradually shifting the percentile of the relevant
market composite we target for other performance-based pay elements from the 50th percentile to the 65th
percentile (such change to occur over time and subject to performance for any given executive officer).
‰We now grant performance-based restricted stock units to our named executive officers in lieu of stock
option grants as a regular part of our annual executive compensation program, and, in light of our stock-
holders’ support of our pay-for-performance philosophy, we now apply this practice to a larger group of
our employees (all vice presidents and above). As of the end of fiscal year 2012, this movement to
performance-based restricted stock units would have resulted in a payout of 61% of the target number of
shares for those grants that were made in the previous year, reflecting our commitment to linking long-
term compensation to relative total shareholder return.
‰In April 2012, we enhanced our long-standing stock ownership guidelines for our executive officers,
requiring them to hold a higher minimum value in shares so that they have an even greater financial stake
in our company, thereby further aligning the interests of our executive officers with those of our stock-
holders.
‰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.
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