Symantec 2013 Annual Report Download - page 12

O UR C ORPORATE G OVERNANCE F ACTS
Current size of Board 8
Current number of Independent Directors 7
Board Committees Consist Entirely of Independent Directors Yes
All Directors Attended at least 75% of Meetings Held Yes
Annual Election of All Directors Yes
Majority Voting for Directors Yes
Separate Chairman and CEO Yes
Independent Directors Meet Regularly in Executive Session Yes
Annual Board and Committee Self-Evaluations Yes
Stockholder Ability to Call Special Meetings (15% threshold) Yes
Stockholder Ability to Act by Written Consent Yes
Non-stockholder Approved Poison Pill No
Annual Advisory Vote of Executive Compensation Yes
Stock Ownership Requirements for Directors and Executive Officers Yes
O
UR E XECUTIVE C OMPENSATION P HILOSOPHY AND P RACTICES
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 and heightened commitment to pay-
for-performance and to corporate governance best practices:
O UR C OMPENSATION G OVERNANCE F ACTS
What We Do: What We Do Not Do:
We reward outstanding performance that meets our
performance goals. We do not payout performance-based cash or equity awards for unmet performance goals and no minimum
guaranteed payout.
We cap payouts under our plans to discourage excessive or
inappropriate risk taking by our NEOs. We do not permit hedging or pledging of our stock.
We have a representative and relevant peer group. Do not provide tax gross-ups for our NEOs.
We have robust stock ownership guidelines for our officers,
which includes stock holding requirements until threshold
has been met.
We do not permit repricing underwater stock options
without stockholder approval.
Our compensation plans contain clawback provisions.
We have double-trigger change in control provisions.
We limit any potential severance payments to well under 3x
our NEOs’ total target cash compensation.
Our Compensation Committee retains an independent
compensation consultant.
We hold an annual advisory vote on executive
compensation.
C
OMPENSATION C OMPONENTS FOR F ISCAL 2013:
Component Key Characteristics
Base Salary Based on talent, experience, performance, contribution levels, individual role, positioning relative to
market, and our overall salary budget.
Annual Incentive Award Our executive officers were eligible to receive performance-based compensation contingent upon (i)
our achievement of targeted annual revenue; (ii) our achievement of targeted annual non-GAAP
earnings per share; and (iii) individual performance.
Long-term Incentive Plan (LTIP) Our executive officers were eligible to receive performance-based compensation contingent upon our
achievement of targeted operating cash flow and being employed with us for two additional years
after achievement of the LTIP metric.
Restricted Stock Units Restricted stock units vest over four years.
Performance-based Restricted Stock
Units (PRUs) Under our PRUs, our executive officers were eligible to receive shares following the third fiscal year following the award based upon (i) our achievement of targeted annual non-GAAP earnings per share
for the first fiscal year covered by the award; and (ii) the achievement of the total shareholder return
(“TSR”) ranking for our company as compared to the S&P 500 for the two and three years ended as
of the end of the second and third fiscal year, respectively, covered by the award.
Performance-Contingent Stock Units
(PCSUs) In fiscal 2013 we introduced PCSUs as a component in our CEO’s compensation, which derive their value solely on the basis of increases in our stock price, rewarding our CEO for providing tangible
value to our stockholders. In the event that none of the stock performance metrics were met during
the term of the award, the PCSUs would have been forfeited
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