Symantec 2016 Annual Report Download - page 52

“Say on Pay” Advisory Vote on Executive Compensation and Stockholder Engagement
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. For example, during fiscal 2016 we engaged in discussions with approximately 155 of our stock-
holders representing approximately 66% of our then actively managed stockholder base (38% of our then out-
standing shares).
We have received approximately 98%, 97%, 97% and 96% of the votes cast on the advisory vote in favor of
our executive compensation (in fiscal 2011, fiscal 2012, fiscal 2013 and fiscal 2015, respectively). In fiscal 2014,
we received approximately 76% of the votes, which we believe was primarily due to the acceleration of all of our
former Chief Executive Officer’s PCSUs upon his termination in March 2014. As a result of that vote, we no
longer award PCSUs and none of our named executive officers’ equity grants accelerate 100% upon termination
(except in certain circumstances following a change in control as described in more detail below).
FACTORS WE CONSIDER IN DETERMINING OUR COMPENSATION PROGRAMS
We apply a number of compensation policies and analytic tools in implementing our compensation princi-
ples. These policies and tools guide the Compensation Committee in determining the mix and value of the com-
pensation components for our named executive officers, consistent with our compensation philosophy. They
include:
Focus on Pay-for-Performance: Our executive compensation program is designed to reward executives for
results. As described below, the pay mix for our named executive officers emphasizes variable pay in the form of
short-term cash and long-term equity awards. For cash awards, short-term results are measured by annual non-
GAAP operating income, annual non-GAAP revenue and, for all our named executive officers individual per-
formance. A significant portion of equity grants for our named executive officers are directly performance based,
with base-level grants set by performance versus non-GAAP EPS targets, modified over an extended term by the
achievement of the total stockholder return ranking for our company as compared to the S&P 500. The value to
the employee of the remainder of the equity grants to our named executive officers depends on the company
share price performance.
A Total Rewards Approach: Elements of the total rewards offered to our executive officers include base
salary, short- and long-term incentives including equity awards, health benefits, and a deferred compensation
program.
Appropriate Market Positioning: Our general pay positioning strategy is to target the levels of base sal-
ary, annual short-term cash incentive structure and long-term equity incentive opportunities and benefits for our
named executive officers with reference to the relevant market data for each position. The Compensation Com-
mittee may set the actual components for an individual named executive officer above or below the positioning
benchmark based on factors such as experience, performance achieved, specific skills or competencies, the
desired pay mix (e.g., emphasizing short- or long-term results), and our budget.
Competitive Market Assessments: Market competitiveness is one factor that the Compensation Committee
considers each year in determining a named executive officer’s overall compensation package, including pay
mix. The Compensation Committee relies on various data sources to evaluate the market competitiveness of each
pay element, including publicly-disclosed data from a peer group of companies (see discussion below) and pub-
lished survey data from a broader set of information technology companies that the Compensation Committee,
based on the advice of Mercer, an outside consulting firm to the Compensation Committee, believes represent
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