Symantec 2016 Annual Report Download - page 67

Compensation Committee considers the deductibility of awards as one factor in determining our executive com-
pensation, it also looks at other factors in making its executive compensation decisions and retains the flexibility
to grant awards or pay compensation the Compensation Committee determines to be consistent with its goals for
Symantec’s executive compensation program even if the awards may not be deductible by Symantec for tax
purposes.
Tax Implications for Officers. Section 409A of the Code imposes additional income taxes on executive
officers for certain types of deferred compensation that do not comply with Section 409A. The Company
attempts in good faith to structure compensation so that it either conforms with the requirements of or qualifies
for an exception under Code Section 409A. Section 280G of the Code imposes an excise tax on payments to
executives of severance or change of control compensation that exceed the levels specified in the Section 280G
rules. Our named executive officers could receive the amounts shown in the section entitled “Potential Payments
Upon Termination or Change in Control” (beginning on page 66 below) as severance or change of control pay-
ments that could implicate this excise tax. As mentioned above, we do not offer our officers as part of their
change of control benefits any gross-ups related to this excise tax under Code Section 4999.
Accounting Considerations. The Compensation Committee also considers the accounting and cash flow
implications of various forms of executive compensation. In its financial statements, the Company records sal-
aries and performance-based compensation incentives as expenses in the amount paid, or to be paid, to the named
executive officers. Accounting rules also require the Company to record an expense in its financial statements for
equity awards, even though equity awards are not paid as cash to employees. The accounting expense of equity
awards to employees is calculated in accordance with the requirements of FASB Accounting Standards Codifica-
tion Topic 718. The Compensation Committee believes, however, that the many advantages of equity compensa-
tion, as discussed above, more than compensate for the non-cash accounting expense associated with them.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during fiscal 2016 were Geraldine B. Laybourne, David L.
Mahoney, Robert S. Miller and Daniel H. Schulman. Kenneth Y. Hao was appointed to the Compensation
Committee by the Board in fiscal 2017 on May 10, 2016. None of the members of the Compensation Committee
in fiscal 2016 were at any time during fiscal 2016 or at any other time an officer or employee of Symantec or any
of its subsidiaries, and none had or have any relationships with Symantec that are required to be disclosed under
Item 404 of Regulation S-K. None of Symantec’s executive officers has served as a member of the board of
directors, or as a member of the compensation or similar committee, of any entity that has one or more executive
officers who served on our Board or Compensation Committee during fiscal 2016.
Compensation Committee Report
The information contained in the following report of Symantec’s Compensation Committee is not considered
to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by Symantec under
the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Symantec
specifically incorporates it by reference.
The Compensation Committee has reviewed and discussed with management the Compensation Discussion
and Analysis (“CD&A”) contained in this proxy statement. Based on this review and discussion, the Compensa-
tion Committee has recommended to the Board that the CD&A be included in this proxy statement and our
Annual Report on Form 10-K for the fiscal year ended April 1, 2016.
By: The Compensation and Leadership Development Committee of the Board:
Robert S. Miller (Chair)
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman
Kenneth Y. Hao (member since May 2016)
57