Symantec 2014 Annual Report Download - page 46

CEO, are determined by the Compensation Committee after reviewing recommendations made by the CEO. In
determining its recommendations to the independent directors of the Board, in the case of CEO compensation,
and in making compensation decisions with respect to other named executive officers, the Compensation
Committee may consider factors such as the individual’s responsibilities, the individual’s performance, industry
experience, current pay mix, total compensation competitiveness, long-term equity and cash awards previously
granted to the individual, retention considerations, and other factors.
Compensation Risk Assessment: The Compensation Committee, in consultation with Mercer, has con-
ducted its annual risk analysis on Symantec’s compensation policies and practices, and does not believe that our
compensation programs encourage excessive or inappropriate risk taking by our executives or are reasonably
likely to have a material adverse effect on Symantec.
COMPENSATION COMPONENTS
The major components of compensation for our named executive officers during fiscal 2014 were: (i) base
salary, (ii) short-term cash incentive awards, and (iii) long-term equity incentive awards.
I. Base Salary
The Compensation Committee reviews the named executive officers’ salaries annually as part of its overall
competitive market assessment and may make adjustments based on talent, experience, performance, con-
tribution levels, individual role, positioning relative to market, and our overall salary budget. The independent
members of the Board of Directors review the CEO’s salary in executive session (i.e., without any executives
present), and changes are considered in light of market pay assessments and the Board’s annual CEO perform-
ance evaluation, in each case without the participation of our CEO. In setting the base salaries for the other
named executive officers, the Compensation Committee also considers the recommendations of the CEO based
upon his annual review of their performance. Although the Compensation Committee takes into account the fac-
tors and information described above during its review and determination of the base salary for each executive
officer, it does not assign a specific weight to any element and does not measure individual performance against
an objective standard in the evaluation of an executive officer’s base salary. Instead, these reviews and determi-
nations are based on the Compensation Committee’s subjective judgment taking into account all available
information, including the competitive market assessment.
In connection with the appointment of our current interim Chief Executive Officer in March 2014, the
independent members of the Board negotiated an employment arrangement with him that provides for a base
salary of $100,000 per month for as long as he serves as interim Chief Executive Officer. In negotiating and set-
ting his base salary, the Board considered the nature and importance of his responsibilities to maintain and
improve the performance of our company as we search for a permanent Chief Executive Officer, as well as the
expected time horizon for the CEO search. The Board also took into consideration his talents, leadership experi-
ence and track record as a CEO. The independent members of the Board did not benchmark other companies’
pay practices in similar situations, but did determine that this arrangement was fair and reasonable in view of
their qualitative assessment of Mr. Brown’s expected contributions in his role, our business needs and the poten-
tial costs and benefits.
The Compensation Committee used a different approach to determine Mr. Seifert’s annual base salary. In
his case, the Compensation Committee targeted the level of his annual base salary with reference to his annual
base salary with his then-current employer.
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