Symantec 2013 Annual Report Download - page 61

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 oversees 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 2013, 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 director and executive compensation programs, the design of awards under and proposed
performance metrics and 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 $370,000 for executive compensation services in fiscal 2013. In addition,
with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates
for other services, including approximately $2.495 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 of Directors 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. For example, during fiscal 2013, our CEO requested
that the Compensation Committee place greater emphasis on individual performance in connection with its
evaluations under our executive annual incentive plan, and the Compensation Committee accommodated his
request, enhancing the degree to which payments were earned based on leadership and certain other
accomplishments. Our CEO, Chief Human Resources Officer and General Counsel regularly attend the Compen-
sation Committee’s meetings to provide their perspectives on competition in the industry, the needs of the busi-
ness, 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 recom-
mendations as to various matters as well as to evaluate management’s recommendations.
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- and long-term cash and equity awards. Short-term results are measured by annual revenue, non-
GAAP earnings per share and, for all our named executive officers other than our CEO, individual performance.
Long-term results are measured by stock price appreciation, achievement of operating cash flow targets and the
achievement of the total stockholder return ranking for our company as compared to the S&P 500.
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