Symantec 2015 Annual Report Download - page 44

our NEOs’ equity grants accelerate 100% upon termination (except in certain circumstances following a change
in control as described in more detail below). The results of the most recent advisory vote had no other impact on
our compensation decisions and policies for fiscal 2015 and no other material changes have been made to our
executive compensation philosophy and programs as the Board and the Compensation Committee deemed the
above-referenced vote results were favorable and convey our stockholders’ support of our existing executive
compensation philosophy and programs.
Roles of Our Compensation Committee, Independent Directors, Executive Officers and Consultants in our
Compensation Process
The Compensation Committee, which is comprised entirely of independent directors, is responsible for
overseeing all of Symantec’s compensation programs, including the review and recommendation to the
independent directors of our Board of all compensation arrangements for our CEO and the review and approval
of the compensation payable to our other named executive officers.
The independent directors of the Board evaluate the CEO’s performance and the Compensation Committee
then reviews and recommends to the independent members of the Board all compensation arrangements for the
CEO. After discussion, the independent members of the Board determine the CEO’s compensation. The
Compensation Committee also discusses the performance of the other named executive officers with the CEO,
reviews the compensation recommendations that the CEO submits for the other named executive officers, makes
any appropriate adjustments, and approves their compensation. While our CEO provides input and makes com-
pensation recommendations with respect to executive officers other than himself, our CEO does not make
recommendations with respect to his own compensation or participate in the deliberations regarding the setting of
his own compensation by the Board or the Compensation Committee.
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 over-
sees 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 2015, 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 executive and director compensation programs, the design of awards and proposed per-
formance metrics and opportunity 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 $236,000 for executive compensation services in fiscal 2015. In addition,
with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates
for other services, including approximately $3.459 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. Our CEO, Chief Human Resources Officer and Gen-
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