Symantec 2013 Annual Report Download - page 65

Compensation Risk Assessment: The Compensation Committee, in consultation with Mercer, has con-
ducted its annual risk analysis on Symantec’s compensation policies and practices, and does not believe that our
compensation programs encourage excessive or inappropriate risk taking by our executives or are reasonably
likely to have a material adverse effect on Symantec.
COMPENSATION COMPONENTS
The major components of compensation for our named executive officers during fiscal 2013 were: (i) base
salary, (ii) short-term cash incentive awards, (iii) long-term cash incentive awards, and (iv) equity incentive
awards.
I. Base Salary
The Compensation Committee reviews the named executive officers’ salaries annually as part of its overall
competitive market assessment and may make adjustments based on talent, experience, performance, con-
tribution levels, individual role, positioning relative to market, and our overall salary budget. The independent
members of the Board of Directors review the CEO’s salary in executive session (i.e., without any executives
present), and changes are considered in light of market pay assessments and the Board’s annual CEO perform-
ance evaluation, in each case without the participation of our CEO. In setting the base salaries for the other
named executive officers, the Compensation Committee also considers the recommendations of the CEO based
upon his annual review of their performance. Although the Compensation Committee takes into account the fac-
tors and information described above during its review and determination of the base salary for each executive
officer, it does not assign a specific weight to any element and does not measure individual performance against
an objective standard in the evaluation of an executive officer’s base salary. Instead, these reviews and determi-
nations are based on the Compensation Committee’s subjective judgment taking into account all available
information, including the competitive market assessment.
In connection with the hiring of our Chief Executive Officer in July 2012, we negotiated an employment
arrangement with him that provides for an annual base salary of $1,000,000. In negotiating and setting his annual
base salary, the Compensation Committee roughly targeted the median of our adjusted CEO peer group for fiscal
2013 and also took into consideration his talents, leadership experience and track record as a CEO.
The Compensation Committee used a different approach to determine Mr. Gillett’s annual base salary. In his
case, the Compensation Committee targeted the level of Mr. Gillett’s annual base salary with reference to his
annual base salary with his then-current employer, recognizing that this would create challenges with respect to
internal pay equity and the amount was significantly above the 50th percentile of our peer group for fiscal 2013.
This salary level is not expected to change in the foreseeable future, and this was communicated to and accepted
by Mr. Gillett. The Compensation Committee used this approach to attract Mr. Gillett because it believed that it
would need to offer him compensation that would neutralize the cash impact of his departure from his then-
current employer, where he had served for only nine months. In this regard, the Compensation Committee also
awarded Mr. Gillett two one-time bonuses totaling $3,865,000 as an inducement to accept our offer of employ-
ment. The amount of these one-time sign-on bonuses were designed to partially offset his forfeiture of various
bonuses, including $2,552,000 of previously-paid bonuses that Mr. Gillett was obligated to repay, as a result of
his departure from his then-current employer. Mr. Gillett will be required to repay all or a proportion of the sign-
on bonuses should he leave our company prior to completing five years of service (the proportion being depend-
ent on how many years of employment he served at the time of his departure).
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