Symantec 2014 Annual Report Download - page 29

(4) Each non-employee director was granted 9,650 RSUs on May 10, 2013, with a per share fair value of $22.50
and a full grant date fair value of $234,978.
(5) In fiscal years 2014, 2013 and 2012, there were no stock option grants to any person who served as a non-
employee director. The outstanding stock options held by each non-employee director at 2014 fiscal year-end
were: Mr. Brown (12,000), Mr. Mahoney (36,000), Mr. Miller (36,000) and Mr. Schulman (36,000).
(6) Mses. Sands and Vautrinot were elected to the Board effective October 22, 2013. Accordingly, they received
prorated compensation under the director compensation policies described below.
(7) Mses. Sands and Vautrinot were granted a prorated award of 4,628 RSUs on October 22, 2013, with a per
share value of $22.04 and a full grant date fair value of $102,001. A cash payout of $4.37 for fractional share
from the stock award is reported in the “Fees Earned or Paid in Cash” column in the table above.
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 the Company. The Compensation Committee, which consists solely of independent directors, has the pri-
mary 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 2014 as follows:
‰$50,000 annual cash retainer
‰$15,000 annual fee for committee membership ($20,000 for Audit membership)
‰$25,000 annual fee for chairing a committee of the Board ($15,000 for chairing the Nominating and
Governance Committee)
‰$100,000 annual fee for the Lead Independent Director/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. 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 under the 2013
Plan having a fair market value on the grant date equal to a pre-determined dollar value, which was $235,000.
The restricted stock awards granted for fiscal year 2014 were granted on May 10, 2013 and are fully vested.
Symantec stock ownership information for each of our directors is shown under the heading “Security
Ownership of Certain Beneficial Owners and Management” on page 26 of this proxy statement.
THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF
EACH OF THE NINE NOMINATED DIRECTORS.
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