Symantec 2016 Annual Report Download - page 63

Compensation Committee also discusses the performance of the other named executive officers with the CEO,
reviews the compensation recommendations that the CEO submits for the other named executive officers, makes
any appropriate adjustments, and approves their compensation. While our CEO provides input and makes com-
pensation recommendations with respect to executive officers other than himself, our CEO does not make
recommendations with respect to his own compensation or participate in the deliberations regarding the setting of
his own compensation by the Board or the Compensation Committee.
Since fiscal 2004, the Compensation Committee has engaged Mercer, an outside consulting firm, to provide
advice and ongoing recommendations on executive compensation matters. The Compensation Committee over-
sees Mercer’s engagement. Mercer representatives meet informally with the Compensation Committee Chair and
the Chief Human Resources Officer and also with the Compensation Committee during its regular meetings,
including in executive sessions from time to time without any members of management present.
As part of its engagement in fiscal 2016, Mercer provided, among other services, advice and recom-
mendations on the amount and form of executive and director compensation. For example, Mercer evaluated and
advised the Compensation Committee on the peer group that the Compensation Committee uses to develop a
market composite for purposes of establishing named executive officer pay levels (as described below), the
competitiveness of our executive and director compensation programs, the design of awards and proposed per-
formance metrics and opportunity ranges for incentive plans, compensation-related trends and developments in
our industry and the broader talent market and regulatory developments relating to compensation practices.
We paid Mercer approximately $192,000 for executive compensation services in fiscal 2016. In addition,
with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates
for other services, including approximately $5.532 million for other unrelated consulting and business services.
We also reimbursed Mercer and its affiliates for reasonable travel and business expenses. The Compensation
Committee did not review or approve the other services provided by Mercer and its affiliates to Symantec, as
those services were approved by management in the normal course of business. Based in part on policies and
procedures implemented by Mercer to ensure the objectivity of its executive compensation consultants and the
Compensation Committee’s assessment of Mercer’s independence pursuant to the SEC rules, the Compensation
Committee concluded that the consulting advice it receives from Mercer is objective and not influenced by
Mercer and its affiliates’ other relationships with Symantec and that no conflict of interest exists that will prevent
Mercer from being independent consultants to the Compensation Committee.
The Compensation Committee establishes our compensation philosophy, approves our compensation pro-
grams and solicits input and advice from several of our executive officers and Mercer. As mentioned above, our
CEO provides the Board and the Compensation Committee with feedback on the performance of our executive
officers and makes compensation recommendations (other than with respect to his own compensation) that go to
the Compensation Committee for their approval. Our CEO, Chief Human Resources Officer and General Counsel
regularly attend the Compensation Committee’s meetings to provide their perspectives on competition in the
industry, the needs of the business, information regarding Symantec’s performance, and other advice specific to
their areas of expertise. In addition, at the Compensation Committee’s direction, Mercer works with our Chief
Human Resources Officer and other members of management to obtain information necessary for Mercer to
make their own recommendations as to various matters as well as to evaluate management’s recommendations.
Equity Grant Practices: The Compensation Committee generally approves grants to the named executive
officers at its first meeting of each fiscal year, or shortly thereafter through subsequent action. The grant date for
all equity grants made to employees, including the named executive officers, is generally the 10th day of the
month following the applicable meeting. If the 10th day is not a business day, the grant is generally made on the
previous business day. The Compensation Committee does not coordinate the timing of equity awards with the
release of material, nonpublic information. RSUs may be granted from time to time throughout the year, but all
RSUs generally vest on either March 1, June 1, September 1 or December 1 for administrative reasons. PRUs are
currently granted once a year and, subject to certain exceptions, vesting occurs only after a three-year perform-
ance period.
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