Symantec 2016 Annual Report Download - page 50

bling its investment in Symantec to $1 billion, (ii) Bain Capital had agreed to make an investment of $750
million in convertible notes in the Company, and (iii) David W. Humphrey, a managing director of Bain
Capital Private Equity, would be appointed to our Board. On August 1, 2016, we closed the Blue Coat
Acquisition, Silver Lake investment and Bain investment, at which point both Messrs. Clark and Hum-
phrey joined our Board.
Financial and Compensation Metrics, Performance Achievement and Incentive Plan Earnings
During fiscal 2016, we used three core financial operating metrics as well as total stockholder return
(“TSR”) relative to the S&P 500 to assess company performance and determine incentive compensation amounts
earned by our executive officers. The operating metrics used in our executive compensation programs are: non-
GAAP operating income, non-GAAP revenue and non-GAAP earnings per share (“EPS”). These metrics were
selected because we believe they are closely correlated with enterprise value for companies in our sector and
promote the appropriate behaviors for our leadership team while driving company performance. For a significant
portion of the long-term equity incentive compensation component of our core executive compensation program,
we also used two other metrics that more directly align the interests of our executive officers to those of our
stockholders: our stock price and TSR ranking for our company as compared to the S&P 500. Finally, individual
performance was a factor in the potential annual incentive awards of our named executive officers under our
Executive Annual Incentive Plan.
For fiscal 2016, our Compensation Committee anticipated the spinoff of the Veritas business in establishing
the achievement of our operating metrics under our performance-based compensation plans. Although the plan-
ned spinoff of Veritas instead became the Veritas Sale, the general timing of the separation remained the same
and no significant changes to the metrics were needed and performance was assessed thereunder. Under our fis-
cal 2016 executive annual incentive plans (the “FY16 Executive Annual Incentive Plans”), we analyzed
performance as follows: for the first three quarters of fiscal 2016, non-GAAP revenue and non-GAAP operating
income were measured as a combined Symantec/Veritas company; for the fourth quarter of fiscal 2016, these
metrics were measured as to Symantec only. For purposes of the fiscal 2016 PRU grants, the fiscal 2016 EPS
performance metric was based solely on the combined Symantec/Veritas EPS achievement for the first three
quarters of fiscal 2016. Our Compensation Committee believed the assessment of performance for the first three
quarters of fiscal 2016 as a combined company allowed for the most equitable assessment of performance for this
metric in light of the anticipated separation.
For our fiscal 2016 incentive plans, performance and resulting earning levels are as follows:
Incentive Plan Fiscal 2016 Performance Incentive Award Outcome
Fiscal 2016 Executive
Annual Incentive Plans ‰For the first three quarters of fiscal
2016, as a combined Symantec/
Veritas company, our non-GAAP
operating income(1) was 91.4% of
the targeted performance level, and
our non-GAAP revenue(1) was
96.6% of the targeted performance
level.
‰For the first three quarters of fiscal
2016, as a combined Symantec/
Veritas company, our non-GAAP
operating income(1) metric
funded at 48.2% of target and
non-GAAP revenue(1) funded at
79.8% of target.
‰For the fourth quarter of fiscal 2016
for Symantec alone, our non-GAAP
operating income(1) was 89.4% of
the targeted performance level which
was below the 90% threshold level
and our non-GAAP revenue(1) was
95.1% of the targeted performance
level.
‰For the fourth quarter of fiscal
2016 for Symantec alone, our
non-GAAP operating income(1)
metric funded at 0% of target and
non-GAAP revenue(1) funded at
70.4% of target.
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