Symantec 2016 Annual Report Download - page 30

Summary of Director Qualifications and Experience
Clark Dangeard Hao Humphrey Laybourne Mahoney Miller Sands Schulman Unruh Vautrinot
Industry and Technology
Expertise ................ √√√√ √ √√ √ √
Global Expertise ............ √√√√ √√√ √ √
Leadership Experience ....... √√√√ √ √√√√ √ √
Public Company Board
Experience .............. √√ √ √ √ √√ √ √ √
Business Combinations and
Partnerships Experience ... √√√√ √ √√ √ √
Financial Expertise ......... √√ √ √ √√ √ √ √
Diversity .................. √√ √ √
Director Compensation
The Compensation Committee, which consists solely of independent directors, has the primary responsi-
bility to review and recommend to the Board for approval the compensation programs for non-employee mem-
bers of the Board, including, but not limited to, retainers, committee fees, committee chair fees and equity
compensation. The Compensation Committee reviews the non-employee directors’ compensation annually and
takes various factors into consideration when determining the Board’s annual compensation, including, but not
limited to the following:
‰the responsibilities of the Board, the committees and committee chairs;
‰compensation paid to directors of our peer group; and
‰recommendations made by the Compensation Committee’s independent compensation consulting firm,
Mercer.
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 director compensation.
Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board
determined the non-employee directors’ compensation for fiscal 2016 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); and
‰$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 Equity
Incentive Plan, as amended (the “2013 Plan”), having a fair market value on the grant date equal to a
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