Director’s Compensation Project: Symantec

This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation.  We are including companies from 2011's Fortune 500 and using information found in their 2011 proxy statements.  In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence.  While substantially the same, there are some minor differences between NYSE and NASDAQ rules that are worth noting.  

NYSE Rule 303A.01, requires that each listed company’s board of directors be comprised of a majority of independent directors. A director is considered independent under NYSE Rule 303A.02(b)(ii) if the director received less than $120,000 in direct compensation, other than director’s fees, in any one year period over the last three years. The NYSE “direct compensation” standard is less restrictive than the corresponding NASDAQ Rule, 5605(a)(2)(B), which includes "any compensation."  NYSE Rule 303A.06 requires a listed company’s audit committee members to comport with the requirements of Rule 10A-3 (C.F.R. §240.10A-3). 

Independent directors are compensated for their service on the board.  The amount of compensation can be seen from examining the director compensation table from the Symantec (NYSE:SYMC) 2011 proxy statement.  According to the proxy statement, the company paid the directors the following amounts:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Stephen M. Bennett	15,009	249,991	0	0	265,000
Michael A. Brown	95,001	199,999	0	0	295,000
William T. Coleman**	70,001	199,999	0	0	270,000
Frank E. Dangeard	85,001	199,999	0	0	285,000
Geraldine B. Laybourne	15,009	249,991	0	0	265,000
David L. Mahoney	85,001	199,999	0	0	285,000
Robert S. Miller	115,001	199,999	0	0	315,000
Daniel H. Schulman	95,001	199,999	0	0	295,000
John W. Thompson(1)*	500,000	0	0	0	500,000
V. Paul Unruh	110,001	199,999	0	0	310,000

(1) Represents Mr. Thompson’s compensation as an employee of Symantec.  Mr. Thompson receives no additional compensation as Chairman and a director of Symantec.

*Will not stand for re-election.

**Not nominated for re-election 

Director Compensation.  During fiscal year 2011, Symantec held 11 Board of Directors meetings and 19 Board Committee meetings.  Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of the Board Committees on which he or she served.  Pursuant to the 2004 Symantec Equity Incentive Plan, each director received a grant of fully vested restricted stock having a pre-determined value of $200,000.

Director Tenure.  In 2011, Mr. Miller, who began his position as a member of the Board of Directors in 1994, held the longest tenure.  Mr. Bennett, the board member with the shortest tenure, began his position in February 2010.  Several directors also sit on other boards.  Mr. Bennett sits on the board of Qualcomm and a private company.  Mr. Dangeard is currently the Chairman of Atari and sits on the boards of Moser Baer, Sonaecom SGPA, and Telenor.  Ms. Laybourne sits on the boards of Electronic Arts, Inc. and J.C. Penney Company.  Mr. Miller is currently the Chairman of both American International Group (AIG) and MidOcean Partners, and sits on the boards of two private companies.  Mr. Unruh sits on the boards of Move, Inc., Heidrick & Struggles International, Inc., and two private companies. 

CEO Compensation.  Enrique Salem, Symantec’s Chief Executive Officer since April 2009, earned $8,509,683 in total compensation, including $3,444,458 in stock based grants, for fiscal year 2011.  James A. Beer, Executive Vice President and Chief Financial Officer since February 2006, earned $2,740,142 in total compensation, including $903,460 in stock based grants, for fiscal year 2011.