Symantec 2014 Annual Report Download - page 42

“Say on Pay” Advisory Vote on Executive Compensation
We hold an advisory vote on executive compensation, commonly known as “Say-on-Pay,” on an annual
basis. While these votes are not binding, we believe that it is important for our stockholders to have an oppor-
tunity to express their views regarding our executive compensation programs and philosophy as disclosed in our
proxy statement on an annual basis. The Compensation Committee values our stockholders’ opinions and the
Board and the Compensation Committee consider the outcome of each vote when making future compensation
decisions for our named executive officers. In addition to the annual advisory vote on executive compensation,
we are committed to ongoing engagement with our stockholders on executive compensation matters generally.
These engagement efforts take place through telephone calls, in-person meetings and correspondence with our
stockholders.
We have received approximately 98%, 97% and 97% of the votes cast on the advisory vote in favor of our
executive compensation in fiscal 2011, fiscal 2012 and fiscal 2013, respectively. The Board and the Compensa-
tion Committee considered these favorable outcomes and believe they convey our stockholders’ support of our
existing executive compensation philosophy and programs; therefore, these outcomes did not have a material
impact on executive compensation decisions and policies for fiscal 2014. Nonetheless, as noted above, the
Compensation Committee introduced a few changes to the structure of our executive compensation programs for
fiscal 2014 based on feedback received from a majority of our top 100 investors and their advisers. The Compen-
sation Committee adjusted our peer group as described further on page 34. The Compensation Committee also
changed the metrics for our cash annual incentive plans for fiscal 2014 so that the same metrics are not used for
our all of our performance-based compensation, including PRU awards, as described starting on page 38.
Roles of Our Compensation Committee, Executive Officers and Consultants in our Compensation Process
The Compensation Committee, which is comprised entirely of independent directors, is responsible for
overseeing all of Symantec’s compensation programs, including the review and recommendation to the
independent directors of our Board of all compensation arrangements for our CEO and the review and approval
of the compensation payable to our other named executive officers.
The independent directors of the Board evaluate the CEO’s performance and the Compensation Committee
then reviews and recommends to the independent members of the Board all compensation arrangements for the
CEO. After discussion, the independent members of the Board determine the CEO’s compensation. The
Compensation Committee also discusses the performance of the other named executive officers with the CEO,
reviews the compensation recommendations that the CEO submits for the other named executive officers, makes
any appropriate adjustments, and approves their compensation. While our CEO provides input and makes com-
pensation recommendations with respect to executive officers other than himself, our CEO does not make
recommendations with respect to his own compensation or participate in the deliberations regarding the setting of
his own compensation by the Board or the Compensation Committee.
Since fiscal 2004, the Compensation Committee has engaged Mercer, an outside consulting firm, to provide
advice and ongoing recommendations on executive compensation matters. The Compensation Committee over-
sees Mercer’s engagement. Mercer representatives meet informally with the Compensation Committee Chair and
the Chief Human Resources Officer and also with the Compensation Committee during its regular meetings,
including in executive sessions from time to time without any members of management present.
As part of its engagement in fiscal 2014, Mercer provided, among other services, advice and recom-
mendations on the amount and form of executive and director compensation. For example, Mercer evaluated and
advised the Compensation Committee on the peer group that the Compensation Committee uses to develop a
market composite for purposes of establishing named executive officer pay levels (as described below), the
competitiveness of our director and executive compensation programs, the design of awards under and proposed
performance metrics and ranges for incentive plans, compensation-related trends and developments in our
industry and the broader talent market and regulatory developments relating to compensation practices.
We paid Mercer approximately $203,500 for executive compensation services in fiscal 2014. In addition,
with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates
for other services, including approximately $2.057 million for other unrelated consulting and business services.
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