Symantec 2013 Annual Report Download - page 72

As discussed below, the Compensation Committee believes that for fiscal 2013, a mix of time-based RSUs
and PRUs (and, in the case of our CEO, PCSUs) is the appropriate long-term equity incentive for named execu-
tive officers, and stock options are no longer granted to the named executive officers as a regular part of our
annual executive compensation program. For fiscal 2013, approximately 44% of our CEO’s target total direct
compensation (sum of base salary, target annual incentive, target cash long-term incentive and grant date fair
value of equity awards) was granted in the form of PCSUs, 17% in the form of PRUs and approximately 16% in
the form of RSUs. For fiscal 2013, approximately 34% of our former CEO’s target total direct compensation was
granted in the form of PRUs and approximately 18% in the form of RSUs. In addition, on average, 18% of our
current named executive officers’ (other than our CEO, our former CEO and Mr. Gillett, who did not receive a
PRUs due to his December 2012 start date) target total direct compensation was granted in the form of PRUs and
approximately 26% in the form of RSUs. This mix of equity incentive awards reflected our philosophy to allo-
cate a significantly larger portion of the value of the CEO’s target total long-term equity incentive award in the
form of PRUs and PCSUs than time-vested RSUs, and an equal target value of PRUs and RSUs to our other
named executive officers.
Restricted Stock Units (RSUs): RSUs represent the right to receive one share of Symantec common stock
for each RSU vested upon the settlement date, which is the date on which certain conditions, such as continued
employment with us for a pre-determined length of time, are satisfied. The Compensation Committee believes
that RSUs align the interests of the named executive officers with the interests of the stockholders because the
value of these awards appreciates if the trading price of our common stock appreciates, and these awards also
have retention value even during periods in which our trading price does not appreciate, which supports con-
tinuity in the senior management team.
Shares of our stock are issued to RSU holders as the awards vest. The vesting schedule for RSUs granted to
our named executive officers in fiscal 2013 provided that each award vests in four equal annual installments.
Performance-based Restricted Stock Units (PRUs): The Compensation Committee grants PRUs in fur-
therance of our pay for performance philosophy. Implementation of this program represents an important step
taken by our Compensation Committee to continue to drive a pay-for-performance culture with a component
directly linked to our total stockholder return over two and three-year periods. Unlike our restricted stock unit
awards, the shares underlying the PRUs awarded for fiscal 2013 are eligible to be earned only if we achieve the
same non-GAAP EPS metric for the Executive Annual Incentive Plan for fiscal 2013. Depending on our
achievement of this metric, 0% to 133% of the target shares will be eligible to be earned at the end of fiscal 2014
and 2015, based on, and subject to further adjustment as a result of, the achievement of the TSR ranking for our
company as compared to the S&P 500. If any target shares become eligible (the “eligible shares”) to be earned in
fiscal 2014 and 2015 as a result of achievement of the non-GAAP EPS metric for fiscal 2013, then 50% to 150%
of one-half of the eligible shares may be earned based on the achievement of the TSR goal for the two years
ended March 28, 2014 and 50% to 150% of one-half of the eligible shares (plus any eligible shares not earned on
March 28, 2014 if less than 100% of the TSR goal is achieved for the two-year period then ended) may be earned
based on the achievement of the TSR goal for the three years ended April 3, 2015. Subject to certain exceptions
(including acceleration of vesting upon a change in control of our company under the terms of the Symantec
Executive Retention Plan, as amended), the award shall vest, if at all, only at the end of the third year of the per-
formance period (i.e., fiscal 2015), and the named executive officer must be employed by us at the end of such
period in order to vest in the award.
For fiscal 2013, our non-GAAP EPS target under the PRUs was $1.66 per share. The Compensation Com-
mittee determined that we achieved 108% of this metric, resulting in 112% of the target shares becoming eligible
to be earned based on achievement of the TSR performance goals under the PRUs. Pursuant to the terms of these
awards, each NEO will be eligible to receive at least half of the eligible shares if he remains employed by
Symantec through the last day of fiscal 2015 even if we fail to achieve those TSR performance goals, and could
receive up to 150% of such shares, depending upon the degree to which we achieve of those goals and the same
employment condition is met.
Performance-Contingent Stock Units (PCSUs): For fiscal 2013, the independent members of the Board
granted PCSUs for the first time to our CEO to include a component in his compensation that was directly tied to
increasing our stock price, rewarding our CEO for providing direct value to our stockholders. Mr. Bennett was
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