Symantec 2016 Annual Report Download - page 48

EXECUTIVE COMPENSATION AND RELATED INFORMATION
COMPENSATION DISCUSSION & ANALYSIS (CD&A)
This compensation discussion and analysis describes the material elements of Symantec’s executive compen-
sation program for fiscal 2016. For fiscal 2016, our named executive officers, or NEOs, include the following
current or former officers:
‰Michael A. Brown, former Chief Executive Officer(1)
‰Thomas J. Seifert, Executive Vice President and Chief Financial Officer
‰Balaji Yelamanchili, Executive Vice President and General Manager, Enterprise Security(2)
‰Scott C. Taylor, Executive Vice President, General Counsel and Corporate Secretary
‰Francis C. Rosch, Executive Vice President, Norton Business Unit
(1) Mr. Brown also served as our President through April 28, 2016. In April 2016, we announced that we were
initiating a Chief Executive Officer transition process and that Mr. Brown would serve as our Chief Execu-
tive Officer through a period of time ending not later than October 28, 2016. In connection with the Blue
Coat Acquisition, we announced that Blue Coat’s Chief Executive Officer, Gregory S. Clark, would replace
Mr. Brown as our Chief Executive Officer, and join our Board, at the closing of the transaction. The Blue
Coat Acquisition closed on August 1, 2016, at which point Mr. Brown resigned from his position as Chief
Executive Officer and Mr. Clark began to serve as our Chief Executive Officer.
(2) In connection with the closing Blue Coat Acquisition and leadership team realignment, Mr. Yelamanchili
ceased to be a Section 16 officer as of August 2, 2016.
Our Compensation Philosophy and Practices
The overriding principle driving our compensation programs continues to be our belief that it benefits our
employees, customers, partners and stockholders to have management’s compensation tied to our current and
long-term performance. The following factors demonstrate our continued commitment to pay-for-performance
and to corporate governance best practices:
‰Payouts based on Performance. We reward performance that meets our predetermined goals. Our com-
pensation plans do not have guaranteed payout levels, and our named executive officers do not receive
any payouts under performance-based cash or equity awards if the goals are not met. Our compensation
plans are also capped to discourage excessive or inappropriate risk-taking by our executive officers.
‰PRUs; no Options. We continue to grant PRUs to our named executive officers as a regular part of our
annual executive compensation program. We do not award any stock options to our executives.
‰Metrics correspond to Stockholder Value. Our various incentive plans use multiple, non-duplicative
measures that correlate to stockholder value, such that no single metric is overly emphasized in determin-
ing payouts.
‰Relevant Peer Groups. Our peer group consists primarily of businesses with a focus on software
development, or software and engineering-driven companies that compete with us for talent. Our peer
group companies are comparable to us in terms of complexity, global reach, revenue and market capital-
ization. We reevaluate our peer group on an annual basis.
‰Meaningful Stock Ownership Guidelines for Executives. We have long-standing stock ownership guide-
lines for our named executive officers, requiring them to hold a significant minimum value in shares such
that they have a material financial stake in our company, thereby further aligning the interests of our
executive officers with those of our stockholders. We also prohibit the sale of any shares (except to meet
tax withholding obligations) if doing so would cause them to fall below the required ownership levels.
‰Annual Say-on-Pay Vote Held. We seek stockholder feedback on our executive compensation through an
annual advisory vote and through ongoing stockholder engagement.
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