Symantec 2012 Annual Report Download - page 50

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 our company’s performance.
Typically, a materially higher proportion of the CEO’s compensation opportunity is at-risk relative to our other
named executive officers because the nature of his role and ability to influence our company’s performance. For
fiscal 2012, the proportion of the compensation opportunity was relatively the same for all NEOs due to the
retention-based and promotional restricted stock units granted to the named executive officers other than our
former CEO. As illustrated by the following charts, for fiscal 2012, approximately 91% of our former CEO’s
target total direct compensation (sum of base salary, target annual incentive, target cash long-term- incentive and
grant date fair value of equity awards) was at-risk, and on average approximately 89% of our other named execu-
tive officers’ compensation opportunity was at-risk compensation.
FY12 CEO Target Direct Compensation
Mix
Cash LTIP
22%
RSU 18%
PRU* 39%
Base
9%
At-Risk
Compensation:
91%
Annual
Incentive
13%
FY12 All Other NEOs Average Target
Direct Compensation Mix
Cash
LTIP
10%
RSU 48% PRU* 21%
Base
11% Annual
Incentive
10%
At-Risk
Compensation:
89%
* The values of PRU grants were calculated using the grant date fair value.
Form and Mix of Long-Term Equity Incentive Compensation: Beginning in fiscal 2012, we replaced
stock options with performance-based restricted stock units so that the long-term equity incentive compensation
component of our regular annual executive compensation program consists entirely of performance-based
restricted stock units and restricted stock units for our named executive officers. With this change, we allocated a
significantly larger portion of the value of the CEO’s target total long-term equity incentive award in the form of
performance-based restricted stock units than in time-vested restricted stock units, as depicted in the chart above.
We believe these allocations strike the appropriate balance for long-term equity incentives awards between per-
formance and retention.
For fiscal 2012, our former CEO received approximately 68% of the value of his target long-term equity
incentive award compensation in the form of performance-based restricted stock units, and 32% in restricted
stock units. Other named executive officers received, on average, approximately 31% of the target value of their
equity compensation in the form of performance-based restricted stock units and 69% in restricted stock units,
reflecting the impact of retention-based and promotional restricted stock unit grants made to our named executive
officers (other than our former CEO) in fiscal 2012, which caused a shift in the mix of fiscal 2012 long-term
incentives toward restricted stock unit grants and away from performance-based restricted stock unit grants.
Excluding the retention-based and promotional restricted stock unit grants, on average, 56% of our other named
executive officers’ fiscal 2012 target equity incentive award value was based on performance-based restricted
stock units and 44% based on restricted stock units.
These percentages (and other percentage-based equity awards values 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 performance-based restricted stock units at the target level award size. 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 recommendations to the independent directors of the
40