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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

NORTONLIFELOCK INC.

(Name of Registrant as Specified In Its Charter)

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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LOGO

(formerly Symantec Corporation)
60 E. Rio Salado Parkway, Suite 1000
Tempe, Arizona 85281


NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS
to be held on:
December 19, 2019
9:00 a.m. Pacific Time


Dear Stockholder:

         You are cordially invited to attend our 2019 Annual Meeting of Stockholders (the "Annual Meeting"), which will be held at 9:00 a.m. (Pacific Time) on Thursday, December 19, 2019. On November 4, 2019 we changed our name from Symantec Corporation to NortonLifeLock Inc. This year's meeting will again be completely virtual and conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions prior to or during the meeting by visiting www.virtualshareholdermeeting.com/NLOK2019. You will also be able to vote your shares electronically at the Annual Meeting.

         We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world. In addition, the online format will allow us to communicate more effectively with you via a pre-meeting forum that you can enter by visiting www.virtualshareholdermeeting.com/NLOK2019 and submit questions in advance of the Annual Meeting.

         For your convenience, we are also pleased to offer a re-playable webcast of the Annual Meeting at investor.nortonlifelock.com.

         We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement:

      1.
      To elect the eight nominees named in the proxy statement to NortonLifeLock's Board of Directors;

      2.
      To ratify the appointment of KPMG LLP as NortonLifeLock's independent registered public accounting firm for the 2020 fiscal year;

      3.
      To hold an advisory vote to approve executive compensation;

      4.
      To consider and vote upon a stockholder proposal, if properly presented at the meeting; and

      5.
      To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

         We are furnishing proxy materials to our stockholders primarily via the Internet to expedite stockholders' receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. On or about November 7, 2019, we expect to send to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report, and how to vote through the Internet or by telephone.

         Only stockholders of record as of the close of business on November 1, 2019 are entitled to notice of, and vote at, the Annual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote will be available for inspection at our offices for ten days prior to the Annual Meeting. If you would like to view this stockholder list, please contact Investor Relations at (650) 527-8020.

         Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or in the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the "2019 Annual Meeting of Stockholders Meeting Information" section of the proxy statement for additional information.

    BY ORDER OF THE BOARD OF DIRECTORS

 

 


GRAPHIC
    SCOTT C. TAYLOR
Executive Vice President, General
Counsel and Secretary

Tempe, Arizona
November 7, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 19, 2019.    The proxy statement and NortonLifeLock's Form 10-K for the 2019 fiscal year are available at http://investor.NortonLifeLock.com/About/Investors/financial-information/Annual-Reports/default.aspx.


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TABLE OF CONTENTS

 
  Page

PROXY SUMMARY

  1

CORPORATE GOVERNANCE

  6

Corporate Governance Guidelines

  6

Code of Conduct and Code of Ethics

  6

Insider Trading, Hedging and Pledging Policies

  6

Stock Ownership Guidelines

  6

Stockholder Engagement

  7

Majority Vote Standard and Director Resignation Policy

  7

Proxy Access

  7

Board Leadership Structure

  7

Board Independence

  8

Change in Director Occupation

  8

Board and Committee Effectiveness

  8

Board's Role in Risk Oversight

  9

Board's Role in Oversight of Company Strategy

  9

Board's Role in Oversight of Human Capital Management

  9

Outside Advisors

  10

Board Structure and Meetings

  10

Executive Sessions

  10

Succession Planning

  11

Attendance of Board Members at Annual Meetings

  11

THE BOARD AND ITS COMMITTEES

  12

Audit Committee

  12

Compensation and Leadership Development Committee

  13

Nominating and Governance Committee

  14

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

  15

Criteria for Nomination to the Board

  15

Process for Identifying and Evaluating Nominees

  15

Stockholder Proposals for Nominees

  16

Contacting the Board of Directors

  16

PROPOSAL NO. 1 ELECTION OF DIRECTORS

  17

Nominees for Director

  17

Summary of Director Qualifications and Experience

  26

Director Compensation

  26

Fiscal 2019 Director Compensation

  27

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  28

Principal Accountant Fees and Services

  28

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

  28

PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

  29

PROPOSAL NO. 4 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN

  31

OUR EXECUTIVE OFFICERS

  34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  35

Delinquent Section 16(a) Reports

  36

EXECUTIVE COMPENSATION AND RELATED INFORMATION

  37

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

  37

Summary Compensation Table for Fiscal 2019

  60

Grants of Plan-Based Awards in Fiscal 2019

  62

Outstanding Equity Awards at Fiscal Year-End 2019

  63

Option Exercises and Stock Vested in Fiscal 2019

  64

Non-Qualified Deferred Compensation in Fiscal 2019

  65

Potential Payments Upon Termination or Change-In-Control

  65

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PROXY SUMMARY

        This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2019 ANNUAL MEETING OF STOCKHOLDERS INFORMATION

Date and Time:   Thursday, December 19, 2019 at 9:00 a.m. Pacific Time

Location:

 

Meeting live via the Internet by visiting www.virtualshareholdermeeting.com/NLOK2019

Record Date:

 

November 1, 2019

Admission:

 

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NLOK2019. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

VOTING MATTERS

Proposals
  Board
Recommendation
  Page Number for
Additional
Information
 
1.    Election of Directors   FOR     17  
2.    Ratification of Independent Registered Public Accounting Firm   FOR     28  
3.    Advisory Vote to Approve Executive Compensation   FOR     29  
4.    Stockholder Proposal regarding Independent Chairman   AGAINST     31  

OUR DIRECTOR NOMINEES

 
   
   
   
   
   
   
   
  Other
Current
Public
Boards
 
 
   
  Director
Since
   
   
  Committee Memberships
 
Name
  Age  
Principal Occupation
  Independent   AC   CC   NGC  

Sue Barsamian

 

 

60

 

2019

 

Director

 

Yes

 

 

 

GRAPHIC

 

GRAPHIC

 

 

1

 

Frank E. Dangeard

 

 

61

 

2007

 

Managing Partner, Harcourt

 

Yes

 

GRAPHIC

 

 

 

 

 

 

1

 

Nora M. Denzel

 

 

57

 

n/a*

 

Nominee

 

Yes

 

GRAPHIC

 

 

 

 

 

 

3

 

Peter A. Feld

 

 

40

 

2018

 

Managing Member and Head of Research, Starboard Value LP

 

Yes

 

 

 

GRAPHIC

 

GRAPHIC

 

 

1

 

Kenneth Y. Hao

 

 

51

 

2016

 

Managing Partner and Managing Director, Silver Lake Partners

 

Yes

 

 

 

 

 

 

 

 

2

 

David W. Humphrey

 

 

42

 

2016

 

Managing Director, Bain Capital

 

Yes

 

 

 

 

 

 

 

 

1

 

Vincent Pilette

 

 

47

 

n/a*

 

Chief Executive Officer

 

No

 

 

 

 

 

 

 

 

0

 

V. Paul Unruh

 

 

71

 

2005

 

Director

 

Yes

 

GRAPHIC

 

 

 

 

 

 

0

 

AC = Audit Committee         CC = Compensation and Leadership Development Committee         NGC = Nominating & Corporate Governance Committee

GRAPHIC

= Member GRAPHIC = Chair

* Reflects our Board and committee composition following the Annual Meeting, assuming Ms. Denzel and Mr. Pilette are elected. Neither Ms. Denzel nor Mr. Pilette currently serve on the Board of Directors or on any committees of the Board. Also gives effect to the appointment of Mr. Pilette as our CEO as of November 8, 2019.

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OVERVIEW OF DIRECTOR NOMINEE QUALIFICATIONS AND EXPERIENCE

GRAPHIC

GRAPHIC

SOUND CORPORATE GOVERNANCE PRACTICES

    Separate Independent Chairman and CEO

    Board Committees Consist Entirely of Independent Directors

    All Current Directors Attended at least 75% of Meetings Held

    Independent Directors Meet Regularly in Executive Session

    Annual Board and Committee Self-Evaluations

    Risk Oversight by Full Board and Committees

    Annual Election of All Directors

    Majority Voting for Directors

    Stockholder Ability to Call Special Meetings (15% threshold)

    Stockholder Ability to Act by Written Consent

    Proxy Access Subject to Standard Eligibility Requirements

    Insider Trading Policy Prohibits Short-selling, Hedging and Pledging NortonLifeLock Securities

    Stock Ownership Requirements for Directors and Executive Officers

EXECUTIVE COMPENSATION PHILOSOPHY AND PRACTICES

        The overriding principle driving our compensation programs continues to be our belief that it benefits our employees, customers, partners and stockholders to have management's compensation tied to our near-and long-term performance. Our pay programs reward achievement of challenging performance goals that align with our business strategy.

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Drive Business Success   Pay for Performance


Our executive compensation program is designed to drive our success as a market leader in cybersecurity.


 


We believe that executive compensation should be tied to our short and long-term performance. It is important to reward outstanding individual performance, team success, and Company-wide results.


Attract and Retain


 


Balancing and Aligning Interests with Stockholders


We focus on corporate and individual performance objectives and aim to attract and retain highly-qualified executive officers while maximizing long-term stockholder value.


 


We are sensitive to our need to balance and align the interests of our executive officers with those of our stockholders, especially when compensation decisions might increase our cost structure or stockholder dilution.

        Consistent with our pay-for-performance philosophy, our executive officers' compensation is structured so that a large portion of their total direct compensation is paid based on Company performance (modified by individual achievement). The total mix of our NEO compensation, including the portion at risk, is reflected in the graphs below. The major components of target compensation for our NEOs during fiscal 2019 ("FY19") were: (i) base salary, (ii) target annual incentive awards and (iii) grant date fair value of long-term equity incentive awards, with the exception of our CEO who did not receive any equity awards for FY19 (please see "Executive Compensation and Related Information — Compensation Discussion & Analysis (CD&A)" beginning on page 37 for more discussion of executive officer pay mix).

GRAPHIC

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        The following factors demonstrate our continued and heightened commitment to pay-for-performance and to corporate governance best practices:

SOUND COMPENSATION POLICIES AND PRACTICES

 
 
What We Do:
   
 
What We Do Not Do:
GRAPHIC   The majority of pay for our CEO and other NEOs is at risk.   GRAPHIC   We do not pay performance-based cash or equity awards for unsatisfied performance goals.

GRAPHIC

 

We provide that short-term incentive compensation is linked directly to our financial results and also takes into account individual performance.

 

GRAPHIC

 

Our compensation plans do not have minimum guaranteed payout levels.

GRAPHIC

 

We reward performance that meets our predetermined goals.

 

GRAPHIC

 

We do not provide for automatic salary increases or equity awards grants in offer letters or employment agreements.

GRAPHIC

 

We cap payouts under our plans to discourage excessive or inappropriate risk taking by our NEOs.

 

GRAPHIC

 

We generally do not permit short-sales, hedging or pledging of our stock.

GRAPHIC

 

We have a relevant peer group and reevaluate the peer group annually.

 

GRAPHIC

 

We do not provide "golden parachute" excise tax gross-ups.

GRAPHIC

 

We have robust stock ownership guidelines for our executive officers and directors.

 

GRAPHIC

 

We do not provide excessive severance.

GRAPHIC

 

We have adopted a comprehensive "clawback" policy, applicable to all performance-based compensation granted to our executive officers.

 

GRAPHIC

 

We do not provide executive pension plans or SERPs.

GRAPHIC

 

We only provide for double-trigger change in control benefits.

 

GRAPHIC

 

We do not provide excessive perquisites.

GRAPHIC

 

We limit any potential cash severance payments to not more than 1x our executive officers' total target cash compensation and 2x our CEO's total base salary.

 

GRAPHIC

 

We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.

GRAPHIC

 

Our Compensation Committee retains an independent compensation consultant.

 

GRAPHIC

 

We do not permit the payment of dividend or dividend equivalents on unvested equity awards.

GRAPHIC

 

We hold an annual advisory vote on executive compensation.

 

GRAPHIC

 

We do not provide single-trigger change of control benefits to executive officers.

GRAPHIC

 

We seek feedback on executive compensation through stockholder engagement.

 

 

 

 

GRAPHIC

 

We generally require one-year minimum vesting on stock options and stock appreciation rights.

 

 

 

 

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EFFECTIVELY ALIGNING PAY FOR PERFORMANCE

                                                    
 
                   Component       Metric(1)       Achievement (as a
percent of target)
      Funding        
 
                   FY19 Executive Annual       FY19 Non-GAAP operating income       87.5%       0%        
 
                   Incentive Plan ("EAIP")       FY19 Non-GAAP revenue       97.2%       71.2%        
 
                   FY19 EAIP Total                       35.6%        
 
    FY19 Executive
Compensation
          FY19 Performance-based       FY19 earnings per share ("EPS")       88.3%       50.6%        
 
                   Restricted Stock Units       FY19 free cash flow       90.7%       91.2%        
 
                   FY18 Performance-based Restricted Stock Units       2-year total shareholder return ("TSR") relative to Nasdaq 100       -21.32%       0%        
 
                   Fiscal 2017 ('FY17') Performance-based Restricted Stock Units       FY18 Non-GAAP Operating Income       109.29%       268.2% (of which 250% vested and settled at the end of FY18, and the remaining 18.2% vested for eligible participants at the end of FY19).        
 
                  

(1) Please see discussion below in Compensation Discussion and Analysis for more detail regarding how these metrics are calculated.

       

MEETING INFORMATION

        We provide information about NortonLifeLock's 2019 Annual Meeting of Stockholders (the "Annual Meeting"), voting and additional information starting on page 73.

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CORPORATE GOVERNANCE

        NortonLifeLock is strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors (the "Board") and management can pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

        Our Corporate Governance Guidelines generally specify the distribution of rights and responsibilities of NortonLifeLock's Board, management and stockholders, and detail the rules and procedures for making decisions on corporate affairs. In general, the stockholders elect the Board and vote on certain extraordinary matters; the Board is responsible for the general governance of our Company, including selection and oversight of key management; and management is responsible for running our day-to-day operations.

        Our Corporate Governance Guidelines are available on the Investor Relations section of our website, which is located at investor.NortonLifeLock.com, by clicking on "Company Charters," under "Corporate Governance." The Corporate Governance Guidelines are reviewed at least annually by our Nominating and Governance Committee, and changes are recommended to our Board for approval as appropriate. Our Board represents the interests of the stockholders in perpetuating a successful business and optimizing long term stockholder value. The Board is responsible for ensuring that the Company is managed in a manner that is designed to serve those interests.

Code of Conduct and Code of Ethics

        We have adopted a code of conduct that applies to all of our Board members, officers and employees. We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal financial officer and principal accounting officer. Our Code of Conduct and Financial Code of Ethics are posted on the Investor Relations section of our website located at investor.NortonLifeLock.com, by clicking on "Company Charters," under "Corporate Governance." Any amendments or waivers of our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address.

Insider Trading, Hedging and Pledging Policies

        Our Insider Trading Policy prohibits all directors and employees from short-selling NortonLifeLock stock or engaging in transactions involving NortonLifeLock-based derivative securities, including, but not limited to, trading in NortonLifeLock-based option contracts (for example, buying and/or writing puts and calls). It also prohibits pledging NortonLifeLock stock as collateral for a loan. In connection with our settlement with Starboard Value LP in September 2018, we agreed to waive these requirements with respect to certain forward contracts held by Starboard and have since granted Starboard waivers for other forward contracts on a limited basis.

        In addition, our Insider Trading Policy prohibits our directors, officers, employees and contractors from purchasing or selling NortonLifeLock securities while in possession of material, non-public information. It also requires that each of our directors, our Chief Executive Officer, our President, and our Chief Financial Officer conduct any open market sales of our securities only through the use of stock trading plans adopted pursuant to Rule 10b5-1 of the Exchange Act. Rule 10b5-1 allows insiders to sell and diversify their holdings in our stock over a designated period by adopting pre-arranged stock trading plans at a time when they are not aware of material nonpublic information about us, and thereafter sell shares of our common stock in accordance with the terms of their stock trading plans without regard to whether or not they are in possession of material nonpublic information about the Company at the time of the sale. All other executives are strongly encouraged to trade using Exchange Act Rule 10b5-1 plans.

Stock Ownership Guidelines

        Our Board adopted stock ownership guidelines to better align our directors' and officers' interests with those of our stockholders. Details of our directors' stock ownership guidelines are disclosed under "Summary of Director Qualifications and Experience" on page 26, and details of our executive officers' stock ownership guidelines are disclosed under "Stock Ownership Requirements" in the "Compensation Discussion & Analysis" section on page 57. The Compensation Committee determines the stock ownership guidelines and the Nominating and Governance Committee monitors compliance under such guidelines.

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Stockholder Engagement

        We are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable our Company to address them effectively. During fiscal 2019 we engaged in discussions with stockholders representing approximately 55% of our outstanding shares to discuss among other things, our strategy, and focus on delivering financial results that create significant stockholder value, as well as corporate governance and executive compensation. Our stockholders were generally supportive of the direction of the Company and provided valuable insights and feedback, which was shared with the full Board for review and consideration.

Majority Vote Standard and Director Resignation Policy

        Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard for the election of directors. Under the majority vote standard, each nominee must be elected by a majority of the votes cast with respect to such nominee at any meeting for the election of directors at which a quorum is present. A "majority of the votes cast" means the votes cast "for" a nominee's election must exceed the votes cast "against" that nominee's election. A plurality voting standard will apply instead of the majority voting standard if: (i) a stockholder has provided us with notice of a nominee for director in accordance with our Bylaws; and (ii) that nomination has not been withdrawn as of 10 days before we first deliver proxy materials to stockholders.

        To effectuate this policy with regard to incumbent directors, the Board will not nominate an incumbent director for re-election unless prior to such nomination the director has agreed to promptly tender a resignation if such director fails to receive a sufficient number of votes for re-election at the stockholder meeting with respect to which such nomination is made. Such resignation will be effective upon the earlier of (i) the Board's acceptance of such resignation or (ii) the 90th day after certification of the election results of the meeting; provided, however, that prior to the effectiveness of such resignation, the Board may reject such resignation and permit the director to withdraw such resignation.

        If an incumbent director fails to receive the required vote for re-election, the Nominating and Governance Committee shall act on an expedited basis to determine whether to recommend acceptance or rejection of the director's resignation and will submit such recommendation for prompt consideration by the Board. The Board intends to act promptly on the Committee's recommendation and will decide to accept or reject such resignation and publicly disclose its decision within 90 days from the date of certification of the election results. The Nominating and Governance Committee and the Board may consider such factors they deem relevant in deciding whether to accept or reject a resignation tendered in accordance with this policy. The Board expects a director whose resignation is under consideration to abstain from participating in any decision regarding the resignation.

Proxy Access

        Our Bylaws contain "proxy access" provisions which permit a stockholder, or a group of up to 50 stockholders, owning continuously for at least three years a number of shares of our common stock that constitutes at least 3% of our outstanding shares of common stock, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Our Bylaws specifically allow funds under common management to be treated as a single stockholder, and permit share lending with a five-day recall. They do not contain any post-meeting holding requirements, do not have any limits on resubmission of failed nominees, and do not contain restrictions on third-party compensation.

Board Leadership Structure

        Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be separate. Instead, it retains the flexibility to determine on a case-by-case basis whether the Chief Executive Officer, or an independent director, should serve as Chairman. During those periods in which the positions of Chairman and Chief Executive Officer are combined, the independent directors appoint an independent director as a Lead Independent Director. Currently, the roles of Chief Executive Officer and Chairman are separate. Daniel Schulman, one of our independent directors not standing for re-election at this meeting, was appointed as non-executive Chairman of the Board in January 2013. Accordingly, the Board expects to appoint one of our current independent directors to serve as our non-executive Chairman of the Board, effective as of the Annual Meeting.

        The Board believes that separating the roles of Chief Executive Officer and Chairman is the appropriate leadership structure for our Company at this time because it results in an effective balancing of responsibilities, experience and perspectives that meets the current corporate governance needs and oversight responsibilities of the Board. The Board also believes that this structure allows our Chief Executive Officer to focus on executing our Company's strategic plan and

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managing our Company's operations and performance, while allowing the Chairman of the Board to focus on the effectiveness of the Board and independent oversight of our senior management team.

        The duties of the Chairman of the Board and Chief Executive Officer are set forth in the table below:


 

 

Chairman of the Board

 

CEO

 

 
      Sets the agenda of Board meetings     Sets strategic direction for the Company    

 

 


 

Presides over meetings of the full Board

 


 

Creates and implements the Company's vision and mission

 

 

 

 


 

Contributes to Board governance and Board processes

 


 

Leads the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board and its committees

 

 

 

 


 

Communicates with all directors on key issues and concerns outside of Board meetings

 

 

 

 

 

 

 

 


 

Presides over meetings of stockholders

 

 

 

 

 

 

Board Independence

        It is the policy of the Board and The Nasdaq Stock Market LLC's ("Nasdaq") rules require that listed companies have a board of directors with at least a majority of independent directors, as defined under Nasdaq's Marketplace Rules. Currently, each member of our Board, other than any person serving on our Board who also serves as our CEO, is an independent director, and all standing committees of the Board are composed entirely of independent directors. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, the Board has made a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and our Company with regard to each director's business and other activities as they may relate to NortonLifeLock and our management. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following current directors and director nominees are independent: Sue Barsamian, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Dale L. Fuller, Kenneth Y. Hao, David W. Humphrey, David L. Mahoney, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.

Change in Director Occupation

        Our Corporate Governance Guidelines include a policy that our Board should consider whether a change in any director's professional responsibilities directly or indirectly impacts that person's ability to fulfill his or her directorship obligations. To facilitate the Board's consideration, all directors shall submit a resignation as a matter of course upon retirement, a change in employer, or other significant change in their professional roles and responsibilities. Such resignation may be accepted or rejected in the discretion of the Board.

Board and Committee Effectiveness

        It is important to NortonLifeLock that our Board and its committees are performing effectively and in the best interests of our Company and its stockholders. The Nominating and Governance Committee reviews the size, composition and needs of the Board with established criteria to ensure the Board has the appropriate skills and expertise to effectively carry out its duties and responsibilities. In addition, an evaluation of the Board's and its committees' operations and performance is conducted annually by the Nominating and Governance Committee. Changes are recommended by the Nominating and Governance Committee for approval by the full Board as appropriate.

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Board's Role in Risk Oversight

        The Board executes its risk management responsibility directly and through its committees.

GRAPHIC

        The Board is kept abreast of its committees' risk oversight and other activities via reports of the committee chairmen to the full Board during the Board meetings. In addition, the Board participates in regular discussions with our senior management on many core subjects, including strategy, operations and finance, in which risk oversight is an inherent element. The Board believes that its leadership structure, as described above under "Board Leadership Structure," facilitates the Board's oversight of risk management because it allows the Board, with leadership from the independent, non-executive Chairman and each independent committee chair, to participate actively in the oversight of management's actions.

Board's Role in Oversight of Company Strategy

        One of the Board's most important responsibilities is collaborating with management to establish the Company's long-term strategy and then overseeing and providing guidance to management in the execution of the articulated strategy. Various elements of our strategy are discussed in depth at every quarterly Board meeting, with management providing the Board with an update on performance with an update on execution against short and longer-term elements of strategy. The Board also meets annually for a multi-day session where long-term strategy is the primary topic. While the full Board, with leadership of the Chairman, has responsibility for overseeing overall Company strategy, each of our key Committees provides input to the full Board on strategic and execution-oriented issues related to their respective areas of focus. The Board receives regular updates from the management team (including those below the executive level) regarding the Company's strategy and performance to inform its perspective on progress and ensure that it is able to effectively perform its oversight responsibilities.

Board's Role in Oversight of Human Capital Management

        The Board has long recognized that our employees are one of our most important assets and is engaged with management on ensuring that our Company is an employer of choice for the most talented employees in our industry. While the full Board discusses human capital management with regards to its role in overseeing our overall long-term strategy, our

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Compensation Committee has responsibility for overseeing human capital management. The Compensation Committee, together with our Nominating and Governance Committee, are tasked with overseeing specific initiatives on a regular basis.

        Our Compensation Committee is responsible for, among other tasks:

    Monitoring employee turnover on a quarterly basis; and

    Overseeing compensation philosophies and incentive plans across our workforce.

        Our Nominating and Governance Committee has regular touchpoints with management on the following topics:

    Employee engagement and work-life integration initiatives;

    Monitoring our workforce planning, including required capabilities and skills development;

    Understanding our workforce demographics and diversity, equity and inclusion strategies; and

    Monitoring our corporate culture.

Outside Advisors

        The Board and its committees are free to engage independent outside financial, legal and other advisors as they deem necessary to provide advice and counsel on various topics or issues, at NortonLifeLock's expense, and are provided full access to our officers and employees.

Board Structure and Meetings

        The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. The Board held a total of 24 meetings during fiscal 2019. During this time, no directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which such director served (during the period which such director served).

        Agendas and topics for board and committee meetings are developed through discussions between management and members of the Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance and compliance matters applicable to us, including the following:

    Reviewing annual and longer-term strategic and business plans;

    Reviewing key product, industry and competitive issues;

    Reviewing and determining the independence of our directors;

    Reviewing and determining the qualifications of directors to serve as members of committees, including the financial expertise of members of the Audit Committee;

    Selecting and approving director nominees;

    Selecting, evaluating and compensating the Chief Executive Officer;

    Reviewing and discussing succession planning for the senior management team, and for lower management levels to the extent appropriate;

    Reviewing and approving material investments or divestitures, strategic transactions and other significant transactions that are not in the ordinary course of business;

    Evaluating the performance of the Board;

    Overseeing our compliance with legal requirements and ethical standards; and

    Overseeing our financial results.

Executive Sessions

        After each regularly scheduled Board meeting, the independent members of our Board hold a separate closed meeting, referred to as an "executive session." These executive sessions are used to discuss such topics as the independent directors deem necessary or appropriate. At least annually, the independent directors hold an executive session to evaluate the Chief Executive Officer's performance and compensation. Executive sessions of the Board are led by the independent, non-executive Chairman.

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Succession Planning

        Our Board recognizes the importance of effective executive leadership to NortonLifeLock's success, and meets to discuss executive succession planning at least annually. Our Board develops and reviews emergency and long-term succession plans and evaluates succession candidates for the CEO and other senior leadership positions under both. The Board also oversees management's senior executive talent development plans, including ensuring that our succession candidates have regular interactions with the Board.

Attendance of Board Members at Annual Meetings

        We encourage our directors to attend our annual meetings of stockholders. All directors who were elected to the Board at our 2018 Annual Meeting attended that meeting.

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THE BOARD AND ITS COMMITTEES

        There are three primary committees of the Board: the Audit Committee, Compensation and Leadership Development Committee and Nominating and Governance Committee. The Board has delegated various responsibilities and authorities to these different committees, as described below and in the committee charters. The Board committees regularly report on their activities and actions to the full Board. Each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee was appointed by the Board. Each of the Board committees has a written charter approved by the Board and available on our website at investor.NortonLifeLock.com, by clicking on "Company Charters," under "Corporate Governance."

        The following table shows the proposed composition of the Board of Directors and its committees, and other information, following the Annual Meeting. Current committee composition is provided in the text below the table.

 
   
   
   
   
   
   
   
  Other
Current
Public
Boards
 
 
   
  Director
Since
   
   
  Committee Memberships
 
Name
  Age  
Principal Occupation
  Independent   AC   CC   NGC  

Sue Barsamian

 

 

60

 

2019

 

Director

 

Yes

 

 

 

GRAPHIC

 

GRAPHIC

 

 

1

 

Frank E. Dangeard

 

 

61

 

2007

 

Managing Partner, Harcourt

 

Yes

 

GRAPHIC

 

GRAPHIC

 

GRAPHIC

 

 

1

 

Nora M. Denzel

 

 

57

 

n/a*

 

Nominee

 

Yes

 

GRAPHIC

 

 

 

 

 

 

3

 

Peter A. Feld

 

 

40

 

2018

 

Managing Member and Head of Research, Starboard Value LP

 

Yes

 

 

 

GRAPHIC

 

GRAPHIC

 

 

1

 

Kenneth Y. Hao

 

 

51

 

2016

 

Managing Partner and Managing Director, Silver Lake Partners

 

Yes

 

 

 

 

 

 

 

 

2

 

David W. Humphrey

 

 

42

 

2016

 

Managing Director, Bain Capital

 

Yes

 

 

 

 

 

 

 

 

1

 

Vincent Pilette

 

 

47

 

n/a*

 

CEO

 

No

 

 

 

 

 

 

 

 

0

 

V. Paul Unruh

 

 

71

 

2005

 

Director

 

Yes

 

GRAPHIC

 

 

 

 

 

 

0

 

AC = Audit Committee         CC = Compensation and Leadership Development Committee         NGC = Nominating & Corporate Governance Committee

GRAPHIC  = Member     GRAPHIC  = Chair

*
Reflects our Board and committee composition following the Annual Meeting. Neither Ms. Denzel nor Mr. Pilette is currently serving on the Board of Directors or on any committees of the Board. Also gives effect to the appointment of Mr. Pilette as our CEO as of November 8, 2019.

        During fiscal 2019, our Board of Directors held 24 meetings, the Audit Committee held 32 meetings, the Compensation Committee held 15 meetings and the Nominating Committee held 4 meetings.

Audit Committee

        Our Audit Committee is currently comprised of Mr. Unruh, who is the chair of the Audit Committee, Mmes. Sands and Vautrinot, and Messrs. Dangeard and Fuller. Our Audit Committee oversees our Company's accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of internal control over financial reporting and disclosure controls and procedures, compliance with legal and regulatory requirements, internal audit function and the appointment, retention and compensation of our independent auditors. Its duties and responsibilities include, among other things:

    Reviewing and discussing with management our Company's quarterly and annual financial statements.

    Reviewing the adequacy and effectiveness of our Company's accounting and financial reporting processes.

    Appointing and, if necessary, terminating any registered public accounting firm engaged to render an audit report or to perform other audit, review or attest services for our Company.

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    Reviewing and approving processes and procedures to ensure the continuing independence of our Company's independent auditors.

    Reviewing the internal audit function of our Company, including the independence and authority of its reporting obligations and the coordination of our Company's internal audit function with the independent auditors.

    Reviewing our Company's practices with respect to risk assessment and risk management and meet with management and members of internal audit to discuss our Company's significant risk exposures and the steps management has taken to monitor, control and mitigate such exposures.

    Reviewing our Company's ethics compliance program, including policies and procedures for monitoring compliance, and the implementation and effectiveness of our Company's ethics and compliance program.

    Directing and supervising investigations into any matters within the scope of its duties, and authority and funding to retain such outside counsel, experts and other advisors as it determines to be necessary to carry out its responsibilities.

        Our Board has unanimously determined that all Audit Committee members are independent as defined by current Nasdaq listing standards for Audit Committee membership and financially literate under current Nasdaq listing standards, and at least one member has financial sophistication as required pursuant to the Nasdaq listing standards. In addition, our Board has unanimously determined that Mr. Unruh qualifies as an "audit committee financial expert" under the SEC rules and regulations. Designation as an "audit committee financial expert" is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated.

Compensation and Leadership Development Committee

        Our Compensation Committee is currently comprised of Mr. Feld, who is the chair of the Compensation Committee, and Ms. Barsamian and Messrs. Dangeard and Mahoney. Our Compensation Committee oversees our compensation policies and practices so that they align with the interests of our stockholders; encourage a focus on our Company's long-term success and performance; and incorporate sound corporate governance principles. It also oversees our programs to attract, retain and develop our executive officers. Its duties and responsibilities include, among other things:

    Reviewing executive and leadership development practices that support our Company's ability to retain and develop the executive and leadership talent required to deliver against our Company's short term and long term business strategies, including succession planning for the executive officers.

    Reviewing our Company's compensation policies, plans and programs to confirm they: (i) are designed to attract, motivate and retain talented executive officers; (ii) compensate the executive officers effectively in a manner consistent with the strategy of our Company and the interests of stockholders; (iii) are consistent with a competitive framework; and (iv) support the achievement of our Company's overall financial results and individual contributions.

    Reviewing and recommending to the independent directors of our Board all compensation arrangements for our Chief Executive Officer.

    Determining stock ownership guidelines for our Board and executive officers.

    Reviewing our Company's overall compensation and benefits programs.

    Administering our equity incentive and stock purchase plans.

    Reviewing and recommending to the Board compensation for non-employee members of the Board.

    Reviewing and approving policies and procedures relating to perquisites of our executive officers.

    Reviewing our Company's compensation policies and practices to confirm that such policies and practices are not likely to have a material /adverse effect on our Company and do not encourage excessive or inappropriate risk-taking by our executives.

    Reviewing and making recommendations regarding Company policies on recoupment of incentive-based compensation.

    Reviewing and making recommendations to the Board with respect to stockholder proposals and stockholder advisory votes related to executive compensation matters.

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        Each member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an outside director, as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

Nominating and Governance Committee

        Our Nominating and Governance Committee is currently comprised of Mr. Mahoney, who is the chair of the Nominating and Governance Committee, and Messrs. Dangeard, Feld, Fuller and Schulman. Our Nominating and Governance Committee oversees our Company's corporate governance procedures and policies, and ensures that they represent best practices and are in the best interests of our Company and its stockholders, which includes establishing appropriate criteria for nominating qualified candidates to the Board. Its duties and responsibilities include, among other things:

    Establishing the criteria and determining the desired qualifications, expertise and characteristics of the Board, with the goal of developing a diversity of perspectives, backgrounds, experiences, knowledge and skills on the Board.

    Considering the size, composition and needs of the Board and evaluate and recommending qualified candidates for election to the Board consistent with the established criteria to ensure the Board has the appropriate skills and expertise.

    Advising the Board on corporate governance matters and recommend to the Board appropriate or necessary actions to be taken by our Company, the Board and the Board's committees.

    Identifying best corporate governance practices and develop and recommend to the Board a set of corporate governance guidelines applicable to our Company.

    Reviewing and assessing the adequacy of our Company's corporate governance policies, including our Company's Corporate Governance Guidelines and Code of Conduct, and recommend modifications to the Board as appropriate.

    Overseeing and reviewing our Company's policies and programs concerning: (i) corporate social responsibility; (ii) public policy; (iii) philanthropy; (iv) political activities and expenditures; (v) our Company's participation and visibility as a global corporate citizen; and (vi) our Company's sustainability performance, including impacts to our business of environmental, social and governance issues.

    Monitoring compliance under the stock ownership guidelines as set by the Compensation Committee for the Board and executive officers.

    Implementing and overseeing the processes for evaluating the Board, its committees and the CEO on an annual basis.

    Overseeing the management of risks that may arise in connection with our Company's governance structures and processes.

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DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

Criteria for Nomination to the Board

        The Nominating and Governance Committee will consider candidates submitted by NortonLifeLock stockholders, as well as candidates recommended by directors and management, for nomination to the Board. The Nominating and Governance Committee has generally identified nominees based upon recommendations by outside directors, management and executive recruiting firms. The goal of the Nominating and Governance Committee is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.

        The key attributes, experience and skills we consider important for our directors in light of our current business and structure are:

    Industry and Technology Expertise.  As a security and technology company, understanding new technologies and emerging industry trends or having experience in security and related technologies is useful in understanding our business and the market segments in which we compete, our research and development efforts, competing technologies, the various products and processes that we develop, and evolving customer requirements.

    Global Expertise.  We are a global organization with employees, offices, customers and partners in many countries. Directors with global operating expertise and an understanding of global economic and regulatory frameworks, can provide a useful business and cultural perspective regarding many significant aspects of our business.

    Leadership Experience.  Directors who have served in a senior leadership position, as a general manager of a business, or as the functional leader of a global sales, marketing or product development organization, are important to us, because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational and policy issues at a senior level.

    Public Company Board Experience.  Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relations of a board to the company's chief executive officer and other senior management personnel, the importance of public-company corporate governance, including oversight matters, strategic decisions and operational and compliance-related matters.

    Business Combinations and Partnerships Experience.  Directors who have a background in mergers and acquisitions and strategic partnership transactions can provide insight into developing and implementing strategies for growing our business through combining and/or partnering with other organizations and helping to evaluate operational integration plans.

    Financial Expertise.  Knowledge of financial markets, financing operations, complex financial management and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing NortonLifeLock's capital structure, financing and investing activities, financial reporting, and internal control of such activities.

    Diversity.  In addition to a diverse portfolio of professional background, experiences, knowledge and skills, the composition of the Board should reflect the benefits of diversity as to gender, race, ethnic, cultural and geographic backgrounds that reflect the composition of our global investors, customers, employees and partners.

        The information provided under "Director Qualifications" below each of the brief biographical descriptions set forth under Proposal No. 1, "Election of Directors — Nominees for Director" below includes the key individual attributes, experience and skills of each of our directors that led to the conclusion that each director should serve as a member of the Board of Directors at this time.

Process for Identifying and Evaluating Nominees

        The Nominating and Governance Committee typically considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new perspectives, skills and experience. If the Nominating and Governance Committee determines that an opening exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC and Nasdaq.

        The Nominating and Governance Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill and expertise appropriate for the Board generally, as well as the candidate's

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integrity, business acumen, diversity, availability, independence of thought, and overall ability to represent the interests of NortonLifeLock's stockholders. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Nominating and Governance Committee uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. In addition, we do not have a formal written policy with regard to the consideration of diversity in identifying candidates; however, as discussed above, diversity is one of the numerous criteria the Nominating and Governance Committee reviews before recommending a candidate. We have from time to time engaged, for a fee, a third- party independent search firm to identify and assist the Nominating and Governance Committee with identifying, evaluating and screening Board candidates for NortonLifeLock and may do so in the future.

Stockholder Proposals for Nominees

        The Nominating and Governance Committee will consider potential nominees properly submitted by stockholders. Stockholders seeking to do so should provide the information set forth in our corporate Bylaws regarding director nominations. The Nominating and Governance Committee will apply the same criteria for candidates proposed by stockholders as it does for candidates proposed by management or other directors.

        To be considered for nomination by the Nominating and Governance Committee at next year's annual meeting of stockholders, submissions by stockholders must be submitted by mail and must be received by the Corporate Secretary no later than July 10, 2020 to ensure adequate time for meaningful consideration by the Nominating and Governance Committee. Each submission must include the following information:

    the full name and address of the candidate;

    the number of shares of NortonLifeLock common stock beneficially owned by the candidate;

    a certification that the candidate consents to being named in the proxy statement and intends to serve on the Board if elected; and

    biographical information, including work experience during the past five years, other board positions, and educational background, such as is provided with respect to nominees in this proxy statement.

        Information regarding requirements that must be followed by a stockholder who wishes to make a stockholder nomination for election to the Board for next year's annual meeting is described in this proxy statement under "Additional Information — Stockholder Proposals for the 2020 Annual Meeting."

        Pursuant to the proxy access provisions of our Bylaws, an eligible stockholder or group of stockholders may nominate one or more director candidates to be included in our proxy materials. The nomination notice and other materials required by these provisions must be delivered or mailed to and received by our Corporate Secretary in writing between June 10, 2020 and July 10, 2020 (or, if the 2020 annual meeting is called for a date that is not within 30 calendar days of the anniversary of the date of the 2019 Annual Meeting, by the later of the close of business on the date that is 180 days prior to the date of the 2019 annual meeting or within 10 calendar days after our public announcement of the date of the 2020 annual meeting) to the Corporate Secretary at the address listed below. When submitting nominees for inclusion in our proxy materials pursuant to the proxy access provisions of our Bylaws, stockholders must follow the notice procedures and provide the information required therein.

Contacting the Board of Directors

        Any stockholder who wishes to contact members of our Board may do so by mailing written communications to:

NortonLifeLock Inc.
60 E. Rio Salado Parkway, Suite 1000
Tempe, Arizona 85281
Attn: Corporate Secretary

        The Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with our policy regarding accounting complaints and concerns.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

        At the recommendation of the Nominating and Governance Committee, the Board has nominated the following eight persons to serve as directors for the term beginning at the Annual Meeting on December 19, 2019: Sue Barsamian, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Kenneth Y. Hao, David W. Humphrey, Vincent Pilette and V. Paul Unruh. Each director will be elected on an annual basis.

        In September 2018, we entered into an agreement with Starboard Value LP and certain of its affiliates, regarding, among other things, the membership and composition of the Company's Board of Directors (the "Board") and committees thereof. Pursuant to this agreement, among other things, we appointed Sue Barsamian to the Board in January 2019.

        Nora M. Denzel, a director nominee, was recommended by the Nominating and Governance Committee after an extensive and careful search was conducted by a global search firm, and numerous candidates were considered. Vincent Pilette, who has served as our CFO since May 2019 and as our CEO since November 2019, was recommended by the Nominating and Governance Committee in connection with his appointment as our new CEO.

        In addition, on November 4, 2019, the Company completed the sale of certain assets of its enterprise security business to Broadcom Inc. (the "Broadcom Sale"). In connection with this sale, the Board determined that it was the proper time to reduce the size of the Board, effective as of the Annual Meeting. Accordingly, Dale L. Fuller, a member of our Board of Directors since 2018, Richard S. Hill, a member of our Board since January 2019, David L. Mahoney, a member of our Board of Directors since 2003, Anita M. Sands, a member of our Board of Directors since 2013, Daniel H. Schulman, a member of our Board of Directors since 2000 and Suzanne M. Vautrinot, a member of our Board of Directors since 2013 are not standing for re-election at the Annual Meeting. The Board thanks Messrs. Fuller, Hill, Mahoney and Schulman and Mmes. Sands and Vautrinot for their leadership and years of service to NortonLifeLock.

        Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the election of each nominee named in this section. Proxies submitted to NortonLifeLock cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

Nominees for Director

        The names of each nominee for director, their ages as of October 25, 2019, after giving effect to the appointment of Mr. Pilette as our CEO as of November 8, 2019, and other information about each nominee is shown below.

Name
  Age  
Principal Occupation
  Director
Since
 
Sue Barsamian     60   Director     2019  
Frank E. Dangeard     61   Managing Partner, Harcourt     2007  
Nora M. Denzel     57   Nominee     n/a *
Peter A. Feld     40   Managing Member and Head of Research, Starboard Value LP     2018  
Kenneth Y. Hao     51   Managing Partner and Managing Director, Silver Lake Partners     2016  
David W. Humphrey     42   Managing Director, Bain Capital     2016  
Vincent Pilette     47   CEO     n/a *
V. Paul Unruh     71   Director     2005  

*
Director nominee.

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PHOTO
Sue Barsamian

Director

Age: 60

Director Since:
2019

Proposed Committee Memberships:

•  Compensation

•  Nominating &

Governance

(Chair)

Other Current Public Boards:

•  Box, Inc.














     

        Ms. Barsamian has served as a member of our Board since January 2019. Ms. Barsamian previously served as Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc, an infrastructure software company, from September 2017 through April 2018 and as Executive Vice President, Chief Sales and Marketing Officer of HPE Software at Hewlett Packard Enterprise from November 2016 until it was acquired by Micro Focus in September 2017. From 2006 to November 2016, Ms. Barsamian served in various executive roles at Hewlett-Packard, including Senior Vice President and General Manager of Enterprise Security Products and Senior Vice President of Worldwide Indirect Sales. Prior to joining Hewlett-Packard, Ms. Barsamian was Vice President, Global Go-to-Market at Mercury Interactive Corporation and held leadership positions at Critical Path, Inc. and Verity, Inc. Ms. Barsamian serves on the board of directors of Box, Inc. Ms. Barsamian served on the Board of the National Action Council for Minorities in Engineering (NACME), and she served as Chairman of the Board of NACME from 2016 to 2017. She received a Bachelor of Science degree in electrical engineering from Kansas State University and completed her post-graduate studies at the Swiss Federal Institute of Technology.

        Director Qualifications:

Industry and Technology Experience — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc and Executive Vice President, Chief Sales and Marketing Officer, HPE Software.

Global Experience — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc.

Leadership Experience — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc and Executive Vice President, Chief Sales and Marketing Officer, HPE Software.

Public Company Board Experience — member of the board of directors of Box, Inc.

   

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PHOTO
Frank E. Dangeard

Managing Partner, Harcourt

Age: 61

Director Since:
2007

Proposed Committee Memberships:

•  Audit

•  Compensation

•  Nominating &

Governance

Other Current Public Boards:

•  RBS Group














     

        Mr. Dangeard has served as a member of our Board since 2007. He has been the Managing Partner of Harcourt, an advisory firm, since 2008. Mr. Dangeard was Chairman and Chief Executive Officer of Thomson, a provider of digital video technologies, solutions and services, from 2004 to 2008. From 2002 to 2004, he was Deputy Chief Executive Officer of France Telecom, a global telecommunications operator. From 1997 to 2002, Mr. Dangeard was Senior Executive Vice President of Thomson and served as its Vice Chairman in 2000. Prior to joining Thomson, he was Managing Director of SG Warburg & Co. Ltd. from 1989 to 1997 in London, Paris and Madrid and Chairman of SG Warburg France from 1995 to 1997. Prior to that, Mr. Dangeard was a lawyer with Sullivan & Cromwell, in New York and London. He serves on the board of directors of Arqiva PLC ("Arqiva"), The Royal Bank of Scotland Group plc ("RBS Group") and as chairman of the board of directors of Nat West Markets plc, the investment bank of the RBS Group ("NatWest Markets"), and on a number of advisory boards. Mr. Dangeard has previously served as a director of a variety of companies, including Crédit Agricole CIB, Eutelsat, Home Credit, SonaeCom, Thomson, Electricité de France and Telenor. He graduated from the École des Hautes Études Commerciales, the Paris Institut d'Études Politiques and holds an LLM degree from Harvard Law School.

        Director Qualifications:

Industry and Technology Experience — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; and former member of the boards of directors of Eutelsat, SonaeCom and RPX Corporation.

Global Experience — member of the board of directors of RBS Group (UK) and Arqiva (UK) and chairman of NatWest Markets (UK); former Chairman and Chief Executive Officer of Thomson (France); former Deputy Chief Executive Officer of France Telecom (France); former Deputy Chairman of Telenor (Norway); and former member of the boards of directors of Crédit Agricole CIB (France), Eutelsat (France), Home Credit (Czech Republic), Electricité de France (France) and SonaeCom (Portugal).

Leadership Experience — managing partner of Harcourt; former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor and former Chairman of SG Warburg France and Managing Director of SG Warburg & Co. Ltd; and chairman of the board of directors of NatWest Markets.

Public Company Board Experience — member of the board of directors of RBS Group; former Deputy Chairman of Telenor; and former member of the boards of directors of Eutelsat, Electricité de France, Thomson, and SonaeCom.

Business Combinations and Partnerships Experience — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; former Chairman of SG Warburg France; and former lawyer at Sullivan & Cromwell LLP.

Financial Experience — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Chairman of the Audit Committee of Electricité de France and former Deputy Chairman of Telenor; member of the board of RBS Group; and Chairman of NatWest Markets.

   

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PHOTO
Nora M. Denzel

Director

Age: 57

Director Since:
N/A*

Proposed Committee Memberships:

•  Audit

Other Current Public Boards:

•  Advanced Micro

Devices, Inc.

•  Ericsson

•  Talend S.A.

*Director nominee.














     

        Ms. Denzel, a director nominee, previously served as interim Chief Executive Officer of Outerwall Inc, an automated retail solutions provider, from January to August 2015. Prior to Outerwall, Ms. Denzel held various executive management positions from February 2008 through August 2012 at Intuit Inc., a cloud financial management software company, including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise (formerly Hewlett-Packard Company), including Senior Vice President and General Manager, Software Global Business Unit from May 2002 to February 2006 and Vice President of Storage Organization from August 2000 to May 2002. Prior to that, Ms. Denzel held executive positions at Legato Systems Inc. and IBM Corporation. Ms. Denzel serves on the board of directors of Advanced Micro Devices, Inc., Ericsson and Talend S.A. She holds a Master of Business Administration degree from Santa Clara University and a Bachelor of Science degree in Computer Science from the State University of New York.

        Director Qualifications:

Industry and Technology Experience — Interim Chief Executive Officer of Outerwall Inc., executive positions at Intuit, Inc. and HP Enterprise.

Global Experience — Interim Chief Executive Officer of Outerwall Inc., executive positions at Intuit, Inc. and HP Enterprise; member of the board of directors of Advanced Micro Devices, Inc., Ericsson and Talend S.A.

Leadership Experience — Interim Chief Executive Officer of Outerwall Inc., executive positions at Intuit, Inc. and HP Enterprise.

Public Company Board Experience — member of the board of directors of Advanced Micro Devices, Inc., Ericsson and Talend S.A.

Business Combinations and Partnerships Experience — Interim Chief Executive Officer of Outerwall Inc., executive positions at Intuit, Inc. and HP Enterprise; member of the board of directors of Advanced Micro Devices, Inc., Ericsson and Talend S.A.

   

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PHOTO
Peter A. Feld

Managing Member and Head of Research, Starboard Value LP

Age: 40

Director Since:
2018

Proposed Committee Memberships:

•  Compensation

(Chair)

•  Nominating &

Governance

Other Current Public Boards:

•  Magellan

Health, Inc.















     

        Mr. Feld has served as a member of our Board since September 2018. Mr. Feld has served as a Managing Member and Head of Research of Starboard Value LP since 2011. Mr. Feld has served on the board of directors of Magellan Health, Inc. since April 2019. Mr. Feld previously served on the boards of directors of several companies, including Marvell Technology Group Ltd. from May 2016 to June 2018, The Brink's Company from January 2016 to November 2017, Insperity, Inc. from March 2015 to June 2017, Darden Restaurants, Inc. from October 2014 to September 2015, Xperi Corporation from 2013 to April 2014, Integrated Device Technology, Inc. from 2012 to February 2014 and Unwired Planet, Inc. (n/k/a Great Elm Capital Group, Inc.) from 2011 to March 2014 and as Chairman from 2011 to 2013. Mr. Feld received a Bachelor of Arts degree in economics from Tufts University.

        Director Qualifications:

Industry and Technology Experience — current or former member of the boards of directors of many public and private technology companies.

Global Expertise — Managing Member and the Head of Research of Starboard Value LP; former member of the boards of directors of Marvell Technology Group, Insperity, Inc., and Darden Restaurants,  Inc.

Leadership Experience — Managing Member and the Head of Research of Starboard Value LP.

Public Company Board Experience — member of the board of directors of Magellan Health Inc.; and former member of the boards of directors of Marvell Technology Group, Insperity, Inc., and Darden Restaurants, Inc.

Business Combinations and Partnerships Experience — Managing Member and the Head of Research of Starboard Value LP.

Financial Experience — over 10 years of capital markets and corporate governance experience.

   

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PHOTO
Kenneth Y. Hao

Managing Partner and Managing Director, Silver Lake Partners

Age: 51

Director Since:
2016

Proposed Committee Memberships:

•  None

Other Current Public Boards:

•  Smart Global

Holdings, Inc.

•  SolarWinds

Corporation














     

        Mr. Hao has served as a member of our Board since 2016. Mr. Hao joined Silver Lake Partners in 2000 and currently serves Silver Lake as a Managing Partner and Managing Director. Mr. Hao also serves on the boards of directors of SMART Global Holdings, Inc. and SolarWinds Corporation, as well as on the boards of directors of a number of private companies in Silver Lake's portfolio. Prior to joining Silver Lake, he was an investment banker with Hambrecht & Quist, where he served as a Managing Director in the Technology Investment Banking group. He also serves on the Executive Council for UCSF Health. Mr. Hao graduated from Harvard University with a Bachelor's degree in economics.

        Director Qualifications:

Industry and Technology Experience — over 25 years of technology investment experience; member of the boards of directors of many public and private technology companies.

Global Experience — extensive experience investing in large global businesses and established Silver Lake's Asia business.

Leadership Experience — Managing Partner and Managing Director of Silver Lake and member of the boards of directors of numerous major technology companies.

Public Company Board Experience — members of the board of directors of SMART Global Holdings, Inc. and SolarWinds Corporation; former board member of Broadcom Inc. and Netscout Systems, Inc.

Business Combinations and Partnerships Experience — Managing Partner and Managing Director of Silver Lake Partners and former investment banker with Hambrecht & Quist.

Financial Experience — over 25 years of investment experience in complex transactions.

   

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PHOTO
David W. Humphrey

Managing Director, Bain Capital

Age: 42

Director Since:
2016

Proposed Committee Memberships:

•  None

Other Current Public Boards:

•  Genpact

Limited












     

        Mr. Humphrey has served as a member of our Board since August 2016 when he joined in connection with Bain Capital's investment in NortonLifeLock, prior to which he served on Blue Coat's board of directors since May 2015. He is a Managing Director of Bain Capital, a private equity firm, where he co-leads the firm's investing efforts in technology, media and telecom investments and where he has worked since 2001. Prior to joining Bain Capital, Mr. Humphrey was an investment banker in the mergers and acquisitions group at Lehman Brothers from 1999 to 2001. He serves on the board of directors of Genpact Limited and on the board of directors of a number of private companies in Bain Capital's portfolio. Mr. Humphrey previously served on the boards of directors of Bright Horizons Family Solutions,  Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin' Brands, Inc. He received a Master of Business Administration degree from Harvard Business School and a Bachelor's degree from Harvard University.

        Director Qualifications:

Industry and Technology Experience — former member of the board of directors of Blue Coat; Managing Director of Bain Capital; and member of the boards of directors of BMC Software, Inc., Viewpoint Construction Software, Waystar and Genpact Limited.

Global Experience — extensive experience investing in large global businesses.

Leadership Experience — Managing Director of Bain Capital and leader of its technology, media and telecom vertical; and member of the boards of directors of BMC Software, Inc., Viewpoint Construction Software, Waystar and Genpact Limited.

Public Company Board Experience — member of the board of directors of BMC Software and Genpact Limited. and former member of the boards of directors of Bright Horizons Family Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin' Brands, Inc.

Business Combinations and Partnerships Experience — Managing Director of Bain Capital and former investment banker with Lehman Brothers.

Financial Experience — Managing Director of Bain Capital and former investment banker with Lehman Brothers.

   

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PHOTO
Vincent Pilette

Chief Executive Officer

Age: 47

Director Since:
N/A*

Proposed Committee Memberships:

•  None

Other Current Public Boards:

•  None

*Director nominee.











     

        Mr. Pilette has been appointed to serve as our Chief Executive Officer, effective November 8, 2019. From May 2019 to November 2019, he served as our Chief Financial Officer. Prior to joining us, he served as Chief Financial Officer of Logitech International S.A. from September 2013 to May 2019 and from January 2011 through August 2013, he was Chief Financial Officer of Electronics for Imaging, Inc. Prior to that, he served in a variety of capacities at Hewlett-Packard Company from 1997 to December 2010, including Vice President of Finance for the Enterprise Server, Storage and Networking and vice president of finance for the HP Software Group. Mr. Pilette received a Master of Business Administration degree from Kellogg School of Management at Northwestern University and Master's degree in engineering and business from Université Catholique de Louvain.

        Director Qualifications:

Industry and Technology Experience — former Chief Financial Officer of Logitech International S.A.; former Chief Financial Officer of Electronics for Imaging, Inc; served in a variety of capacities at Hewlett-Packard Company, including Vice President of Finance for the Enterprise Server.

Global Experience — former Chief Financial Officer of Logitech International S.A.; former Chief Financial Officer of Electronics for Imaging, Inc; served in a variety of capacities at Hewlett-Packard Company, including Vice President of Finance for the Enterprise Server.

Leadership Experience — former Chief Financial Officer of Logitech International S.A.; former Chief Financial Officer of Electronics for Imaging, Inc; former Vice President of Finance for the Enterprise Server at Hewlett-Packard Company.

Business Combinations and Partnerships Experience — former Chief Financial Officer of Logitech International S.A.; former Chief Financial Officer of Electronics for Imaging, Inc; former Vice President of Finance for the Enterprise Server at Hewlett-Packard Company.

Financial Experience — former Chief Financial Officer of Logitech International S.A.; former Chief Financial Officer of Electronics for Imaging, Inc; former Vice President of Finance for the Enterprise Server at Hewlett-Packard Company.

   

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PHOTO
V. Paul Unruh

Director

Age: 71

Director Since:
2005

Proposed Committee Memberships:

•  Audit (chair)

Other Current Public Boards:

•  None











     

        Mr. Unruh has served as a member of our Board since 2005 following the acquisition of Veritas, where he had served on the board of directors since 2003. Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc., a global engineering and construction services company, in 2003. During his 25-year tenure at Bechtel Group, he held a number of management positions including Treasurer, Controller and Chief Financial Officer. Mr. Unruh also served as President of Bechtel Enterprises, the finance, development and ownership arm from 1997 to 2001. He is a member of the board of directors of Aconex Ltd., which is traded on the Australian Stock Exchange, and a private company. Mr. Unruh is a Certified Public Accountant.

        Director Qualifications:

Global Experience — former Vice Chairman of and held various executive positions at Bechtel Group, Inc.; former President of Bechtel Enterprises and member of the board of directors of Aconex Ltd. (Australia).

Leadership Experience — former Vice Chairman of and held various executive positions at Bechtel Group, Inc. and former President of Bechtel Enterprises.

Public Company Board Experience — former member of the boards of directors of Heidrick & Struggles International Inc., Move, Inc., URS Corporation and Aconex Ltd. (Australia).

Business Combinations and Partnerships Experience — former member of the board of directors of Veritas Corporation, Move, Inc., and URS Corporation.

Financial Experience — certified public accountant; former Chief Financial Officer, Treasurer and Controller of Bechtel Group, Inc.; former President of Bechtel Enterprises; served on the Audit Committees of Heidrick & Struggles International,  Inc. and Move, Inc.

   

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Summary of Director Qualifications and Experience

        Our Board is comprised of directors with complementary skills and qualifications needed to effectively oversee our business strategy. The Nominating and Governance Committee annually reviews the skills and characteristics required of members of the Board in the context of the composition of the Board and the stage of the business of the Company.

Director Compensation

        The policy of the Board is that compensation for independent directors should be a mix of cash and equity-based compensation. NortonLifeLock does not pay employee directors for Board service in addition to their regular employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees from the Company. The Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to director compensation.

        Director Stock Ownership Guidelines: The Compensation Committee adopted the following stock ownership guidelines for our non-employee directors to better align our directors' interests with those of our stockholders:

    Directors must maintain a minimum holding of Company stock with a fair market value equal to ten times (10x) such director's total annual cash retainer;

    In the event the annual retainer (or any portion thereof) is paid to a non-employee director in equity instead of cash, the value of such annual retainer for purposes of calculating the minimum holding requirement means the grant date fair value of the annual equity award (or applicable portion thereof);

    New directors will have three years to reach the minimum holding level; and

    Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants.

        NortonLifeLock stock ownership information for each of our directors is shown under the heading "Security Ownership of Certain Beneficial Owners and Management" on page 35 of this proxy statement. As of October 25, 2019, our all our directors had either met their stock ownership requirement or had remaining time to do so.

        Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board determined the non-employee directors' compensation for fiscal 2019 as follows. In connection with its annual review of non-employee director fees, the Compensation Committee reduced the annual fee for Lead Independent Director/Independent Chairman from $100,000 in fiscal 2019 to $75,000 effective fiscal 2020.

    $50,000 annual cash retainer;

    $15,000 annual fee for committee membership ($20,000 for Audit Committee membership);

    $25,000 annual fee for chairing a committee of the Board ($15,000 for chairing the Nominating and Governance Committee); and

    $100,000 (reduced to $75,000 effective fiscal 2020) annual fee for the Lead Independent Director/Independent Chairman.

        The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the retainer payable to each director for serving as a member. We pay the annual retainer fee and any additional annual fees to each director at the beginning of the fiscal year. Directors who join the Company after the beginning of the fiscal year receive a prorated cash payment in respect of their annual retainer fee and fees. These payments are considered earned when paid. Accordingly, we do not require them to be repaid in the event a director ceases serving in the capacity for which he or she was compensated.

        Annual Equity Awards. Pursuant to a Non-Employee Director Grant Policy adopted by our Board, each non-employee member of the Board receives an annual award of fully-vested restricted stock units ("RSUs") under the 2013 Plan, having a fair market value on the grant date equal to a pre-determined dollar value, which was $275,000 for fiscal 2019.

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        The following table provides information for fiscal year 2019 compensation for all of our current and former non-employee directors:


Fiscal 2019 Director Compensation

Name
  Fees Earned
or Paid in
Cash
($)(1)(2)
  Stock
Awards
($)(3)(4)
  Total
($)
 

Susan P. Barsamian(5)

    3,383     73,210 (6)   76,593  

Frank E. Dangeard

    85,018     274,982     360,000  

Peter A. Feld(7)

    16,071     174,108 (8)   190,179  

Dale L. Fuller(7)

    34,821     147,321     182,142  

Kenneth Y. Hao

    21     324,979 (9)   325,000  

Richard S. Hill(5)

    15,772     61,948     77,720  

David W. Humphrey

    21     324,979 (9)   325,000  

Geraldine B. Laybourne(10)

    80,018     274,982     355,000  

David L. Mahoney

    105,024     274,976     380,000  

Robert S. Miller(10)(11)

    120,639     124,635     245,274  

Anita M. Sands

    70,018     274,982     345,000  

Daniel H. Schulman

    195,018     274,982     470,000  

V. Paul Unruh

    95,018     274,982     370,000  

Suzanne M. Vautrinot

    70,018     274,982     345,000  

(1)
Non-employee directors receive an annual retainer fee of $50,000 plus an additional annual fee of $15,000 (Compensation Committee and Nominating and Governance Committee) or $20,000 (Audit Committee) for membership on each committee. The chair of each committee receives an additional annual fee of $15,000 (Nominating and Governance Committee) or $25,000 (Audit Committee and Compensation Committee). The Lead Independent Director/Independent Chairman receives an annual fee of $100,000 (reduced to $75,000 for 2020).

(2)
Includes payments for fractional share(s) from stock awards granted to each non-employee director.

(3)
Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 for awards granted during FY19.

(4)
Each non-employee director, other than Ms. Barsamian and Messrs. Feld, Fuller, Hill and Miller, was granted 12,320 RSUs on May 17, 2018, with a per-share fair value of $22.32 and an aggregate grant date fair value of $274,982.40. Each such director's fees were paid in cash as reported in the "Fees Earned or Paid in Cash" column in the table above. No non-employee director had any outstanding stock awards as of March 29, 2019.

(5)
Ms. Barsamian and Mr. Hill were appointed to our Board on January 7, 2019 and received a pro-rated portion of non-employee director fees from the date of such director's appointment on January 7, 2019 through the end of FY19. Ms. Barsamian and Mr. Hill were each granted 2,717 RSUs on February 5, 2019, with a per-share fair value of $22.80 and an aggregate grant date fair value of $61,947.60. The balance of each such director's fees was paid in cash as reported in the "Fees Earned or Paid in Cash" column in the table above.

(6)
In lieu of cash, Ms. Barsamian elected to receive 100% of the pro-rated portion of her annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, Ms. Barsamian was granted 494 shares at a per share fair value of $22.80 and an aggregate grant date fair value of $11,263. The balance of Ms. Barsamian's fee was paid in cash as reported in the "Fees Earned or Paid in Cash" column in the table above.

(7)
Messrs. Feld and Fuller were appointed to our Board on September 16, 2018 and each received pro-rated portions of such director's non-employee director fees from the date of his appointment on September 16, 2018 through the end of FY19. Messrs. Feld and Fuller were granted 6,764 RSUs on December 7, 2018, with a per-share fair value of $21.78 and an aggregate grant date fair value of $147,320. The balance of each such director's fees was paid in cash as reported in the "Fees Earned or Paid in Cash" column in the table above.

(8)
In lieu of cash, Mr. Feld elected to receive 100% of the pro-rated portion of his annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, Mr. Feld was granted 1,229 shares at a per share fair value of $21.78 and an aggregate grant date fair value of $26,767. The balance of Mr. Feld's fee was paid in cash as reported in the "Fees Earned or Paid in Cash" column in the table above.

(9)
In lieu of cash, Messrs. Hao and Humphrey each received 100% of his respective annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, each was granted 2,240 shares at a per share fair value of $22.32 and an aggregate grant date fair value of $49,997. The balance of each such director's fee was paid in cash as reported in the "Fees Earned or Paid in Cash" column in the table above.

(10)
Ms. Laybourne and Mr. Miller served on the Board through December 3, 2018, the date of the Company's 2019 Annual Meeting of Stockholders.

(11)
Mr. Miller's non-employee director fees were prorated through December 3, 2018, the date of the Company's 2019 Annual Meeting of Stockholders. Mr. Miller was granted 5,584 RSUs on May 17, 2018, with a per-share fair value of $22.32 and an aggregate grant date fair value of $124,635. The balance in director's fees was paid in cash as reported in the "Fees Earned or Paid in Cash" column in the table above.

THE BOARD RECOMMENDS A VOTE "FOR" ELECTION OF
EACH OF THE EIGHT NOMINATED DIRECTORS.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee has appointed KPMG LLP ("KPMG") as our principal independent registered public accounting firm to perform the audit of our consolidated financial statements for fiscal 2020. As a matter of good corporate governance, the Audit Committee has decided to submit its selection of independent audit firm to stockholders for ratification. In the event that this appointment of KPMG is not ratified by a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter, the Audit Committee will review its future selection of KPMG as our independent registered public accounting firm.

        The Audit Committee first approved KPMG as our independent auditors in September 2002, and KPMG audited our financial statements for fiscal 2019. Representatives of KPMG are expected to attend the meeting with the opportunity to make a statement and respond to appropriate questions from stockholders present at the meeting with respect to this proposal.

Principal Accountant Fees and Services

        We regularly review the services and fees from our independent registered public accounting firm, KPMG. These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for our audit. Our Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.

        In addition to performing the audit of our consolidated financial statements, KPMG provided various other services during fiscal years 2019 and 2018. Our Audit Committee has determined that KPMG's provisioning of these services, which are described below, does not impair KPMG's independence from NortonLifeLock. The aggregate fees billed for fiscal years 2019 and 2018 for each of the following categories of services are as follows:

Fees Billed to NortonLifeLock
  FY19   FY18  

Audit fees(1)

  $ 12,464,329   $ 11,370,525  

Audit related fees(2)

    1,142,383     753,689  

Tax fees(3)

    161,685     469,449  

All other fees(4)

    0     311,000  

Total fees

  $ 13,768,398   $ 12,904,663  

        The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Exchange Act, and these categories include in particular the following components:

(1)
"Audit fees" include fees for audit services principally related to the year-end examination and the quarterly reviews of our consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with our acquisitions and divestitures and statutory audit fees.

(2)
"Audit related fees" include fees which are for assurance and related services other than those included in Audit fees.

(3)
"Tax fees" include fees for tax compliance and advice.

(4)
"All other fees" include fees for all other non-audit services, principally for services in relation to certain information technology audits.

        An accounting firm other than KPMG performs supplemental internal audit services for NortonLifeLock. Another accounting firm provides the majority of NortonLifeLock's outside tax services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

        The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

        All of the services relating to the fees described in the table above were approved by the Audit Committee.

THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL NO. 2

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PROPOSAL NO. 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        In accordance with Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement. Accordingly, you are being asked to vote on the following resolution at the Annual Meeting:

        "RESOLVED, that the compensation paid to NortonLifeLock Inc.'s named executive officers, as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby approved."

        As described more fully in the Compensation Discussion & Analysis section of this proxy statement, our named executive officers are compensated in a manner consistent with our pay-for-performance philosophy and corporate governance best practices. Our executive compensation programs for fiscal 2019 reflect these significant changes to our management team and to our business while promoting our pay-for-performance philosophy and corporate governance best practices. A few highlights, which are discussed further in the Compensation Discussion & Analysis, are:

GRAPHIC

                                                    
 
                   Component       Metric(1)       Achievement (as a
percent of target)
      Funding        
 
                   FY19 Executive Annual       FY19 Non-GAAP operating income       87.5%       0%        
 
                   Incentive Plan ("EAIP")       FY19 Non-GAAP revenue       97.2%       71.2%        
 
                   FY19 EAIP Total                       35.6%        
 
    FY19 Executive
Compensation
          FY19 Performance-based       FY19 earnings per share ("EPS")       88.3%       50.6%        
 
                   Restricted Stock Units       FY19 free cash flow       90.7%       91.2%        
 
                   FY18 Performance-based Restricted Stock Units       2-year total shareholder return ("TSR") relative to Nasdaq 100       -21.32%       0%        
 
                   Fiscal 2017 ('FY17') Performance-based Restricted Stock Units       FY18 Non-GAAP Operating Income       109.29%       268.2% (of which 250% vested and settled at the end of FY18, and the remaining 18.2% vested for eligible participants at the end of FY19).        
 
                  

(1) Please see discussion below in Compensation Discussion and Analysis for more detail regarding how these metrics are calculated.

       

        We believe that our compensation program balances the interests of all of our constituencies — our stockholders, our executive officers, the remainder of our employee base, our business partners and our community — by, among other things, focusing on achievement of corporate objectives, attracting and retaining highly-qualified executive management and maximizing long-term stockholder value. We encourage you to read the Compensation Discussion & Analysis, compensation tables and narrative discussion related to executive compensation in this proxy statement.

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        The vote to approve the compensation of our named executive officers is advisory and, therefore, not binding. Although the vote is non-binding, the Compensation Committee and the Board value your opinion and will consider the outcome of the vote in establishing its compensation philosophy and making future compensation decisions. Our current policy is to hold such an advisory vote each year, and we expect to hold another advisory vote with respect to approve to executive compensation at the 2020 annual meeting of stockholders.

THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL NO. 3

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PROPOSAL NO. 4

STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN

        Proposal 4 is a stockholder proposal. If the stockholder proponent, or representative who is qualified under state law, is present at the Annual Meeting and submits the proposal for a vote, then the proposal will be voted upon. The stockholder proposal is included in this proxy statement exactly as submitted by the stockholder proponent. The Board's recommendation on the proposal is presented immediately following the proposal. We will promptly provide you with the name, address and, to NortonLifeLock's knowledge, the number of voting securities held by the proponent of the stockholder proposal, upon receiving a written or oral request directed to: NortonLifeLock Inc., Attn: Scott C. Taylor, Corporate Secretary, 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281, telephone: (650) 527-8000.

Proposal 4 — Independent Board Chairman

        Shareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require that the Chairman of the Board be an independent member of the Board whenever possible. Although it would be better to have an immediate transition to an independent Board Chairman, the Board would have the discretion to phase in this policy for the next Chief Executive Officer transition.

        If the Board determines that a Chairman who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived in the unlikely event that no independent director is available and willing to serve as Chairman.

        Shareholders can vote in favor of this proposal to send a message that they are not satisfied with NortonLifeLock' s performance.

        Shares of NortonLifeLock fell 22% in May 2019, according to a Motley Fool article. NortonLifeLock stock sold off in the wake of disappointing earnings that were combined with the announcement that CEO Greg Clark had stepped down.

        Shares traded down 15% on the day of the news, marking NortonLifeLock's worst daily performance in over a year. The company had yet to name a permanent replacement by early July.

        Adjusted earnings per share for the fourth quarter were $0.39 down significantly from $0.44 in the prior-year quarter. Adjusted sales were also lower, dropping 2% year over year to $1.195 billion and missing the average analyst estimate for sales.

        NortonLifeLock shareholders have had to endure ups and downs tied to the 2018 audit and growth initiatives failing to live up to targets. In addition to this there was the uninspiring quarterly performance combined with the unexpected news of Clark's departure that sent the shares tumbling.

        The price of NortonLifeLock stock was also flat for the 5-years leading up to July 2019.

        This proposal will cost NortonLifeLock virtually nothing to adopt -yet can create an important incentive for management to improve company performance.

Please vote to enhance the oversight of our CEO:
Independent Board Chairman — Proposal 4


        Our Board of Directors' Statement in Opposition to Proposal 4

        NortonLifeLock's Board of Directors unanimously recommends a vote "AGAINST" the stockholder proposal.

        The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of NortonLifeLock and its stockholders.

For nearly seven years, NortonLifeLock has had an independent Chairman of the Board who has provided strong independent oversight during the Company's most transformative events.

        Since January 2013, Daniel H. Schulman, one of our independent directors, has served as non-executive Chairman of the Board. Prior to that, he served as Lead Independent Director from July 2012 to December 2012 while our prior non-executive Chairman of the Board was transitioning into the CEO role. Mr. Schulman has demonstrated strong leadership, independent thinking and a deep understanding of our business as a result of his tenure as an independent director since March 2000. Since being appointed as the Chairman of the Board, Mr. Schulman has worked with the rest of the Board to oversee multiple significant strategic and leadership changes at the Company, including the transformative divestiture of

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Veritas and acquisitions of Blue Coat and LifeLock. Although Mr. Schulman is not standing for re-election at the Annual Meeting, our board intends to nominate an independent member of our Board to serve as our non-executive Chairman of the Board effective as of the Annual Meeting.

While our Board's longstanding Board leadership structure reflects separation in the roles of Chairman and CEO, the Board believes that it should ultimately have the flexibility to tailor its Board leadership structure to fit NortonLifeLock's changing needs.

        As discussed above under "Board Leadership Structure," our Board retains the flexibility to determine on a case-by-case basis whether the Chief Executive Officer, or an independent director, should serve as Chairman. Our Board believes that it should retain the ability to choose the person best suited for the role at a particular time in accordance with its fiduciary duty to act in the best interests of the Company and stockholders as circumstances warrant. This flexibility has been important to our Board from time to time in the past and has increased importance today, as the Company is conducting a search for a permanent CEO while at the same time undergoing a major transition with the divestiture of its enterprise security business.

        Our Board's decisions in connection with the appointment of Mr. Schulman as our Lead Independent Director and subsequent appointment as our Chairman illustrate why our Board should retain flexibility to appoint the best person for the role. He was appointed to the position of non-executive Chairman after our prior non-executive Chairman served as both Chairman and CEO for six months in connection with a prior CEO transition. At that time, our Board believed appointing Mr. Schulman Lead Independent Director while Mr. Schulman's predecessor served as Chairman and CEO was in the best interest of our Company and stockholders since it provided independent Board leadership while providing the benefit of having our CEO chair regular Board meetings as our Board and CEO developed NortonLifeLock's new strategy and addressed the key business and strategic issues at that time. Following the initial phase of CEO transition, NortonLifeLock entered a new phase and the Board determined that Mr. Schulman's extensive management experience and deep knowledge of our company made him best-suited to lead our Board and provide independent oversight of our senior management team while our CEO focused on executing our new strategic plan and managing our operations and performance.

        The Board believes that this flexibility benefits NortonLifeLock and our stockholders because the Board is in the best position to determine its leadership structure given its knowledge of NortonLifeLock's leadership team, strategic goals, opportunities and challenges. Additionally, our Board believes limiting the Board's ability to determine the appropriate Board leadership structure could be harmful to NortonLifeLock's long-term prospects as our Board is currently conducting a CEO search and may decide our next CEO should also serve as our Chairman. We cannot rule out the possibility that our next CEO will also serve as Chairman as it does not serve the interests of the Company or its stockholders to limit the pool of CEO candidates based on this factor alone.

        Importantly, regardless of what leadership structure the Board may determine to adopt in the future, our Corporate Governance Guidelines provide for appointment of a Lead Independent Director in situations where the Chairman of the Board is not independent. The Board commitment to independent Board oversight at all times does not end there. All the members of the Board of Directors, other than the CEO, are independent. All the committees of the Board of Directors are composed entirely of independent directors. The Board also has been significantly refreshed as five of the six independent directors standing for election at the annual meeting have served since 2016 or later. Our Board believes that eliminating flexibility in the structure of Board leadership as facts and circumstances require, as the proponent requests, is unnecessary given the safeguards on Board independence already in place and could adversely impact our Company's ability to adapt to new challenges and attract suitable CEO candidates.

Our corporate governance policies and practices further promote effective, independent Board oversight.

        In addition to having an independent Chairman of the Board, our Board has adopted policies and practices that provide our stockholders with meaningful rights and further promote Board independence and effective oversight of management.

        As mentioned above, all members of our Board (other than any person serving on our Board who also serves as our CEO) and its committees are independent and our Board has been substantially refreshed in recent years. Additionally, if our Chairman is not independent in the future, the independent Directors of the Board will appoint a Lead Independent Director who will have well-defined powers and duties. Our Corporate Governance Guidelines require that our key Board committees be composed entirely of independent directors and that the independent directors meet in executive session without the presence of management for a portion of each regularly scheduled meeting of the Board.

        To ensure our Board remains robust and engaged, we engage in an annual self-evaluation process to determine whether the Board and its committees are functioning effectively. Our Nominating and Governance Committee also annually evaluates each individual director and recommends to our Board whether each Director should be nominated for election to a

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further one-year term. When nominated, our Directors are elected annually, with a majority voting standard for uncontested elections and a director resignation policy.

        Stockholders have meaningful proxy access and special meeting rights. We have no supermajority voting provisions. As evidenced by our discussions with stockholders representing approximately 55% of our outstanding shares in 2019, we are deeply committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable our Company to address them effectively. We also enable increased stockholder attendance and participation by utilizing a virtual meeting format for our annual meetings of stockholders.

Vote Required

        This Proposal No. 4 is advisory in nature and would constitute a recommendation to our Board if it is approved by stockholders. The affirmative vote of a majority of the stock having voting power present in person or represented by proxy and entitled to vote is required to approve this Proposal No. 4. Unless you indicate otherwise, your proxy will be voted "AGAINST" this proposal.

        For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of NortonLifeLock or our stockholders, and recommends that you vote "AGAINST" Proposal 4.

THE BOARD RECOMMENDS A VOTE "AGAINST" PROPOSAL NO. 4.
PROXIES RECEIVED BY THE COMPANY WILL BE VOTED "
AGAINST"
THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.

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OUR EXECUTIVE OFFICERS

        The names of our current executive officers, their ages as of October 25, 2019 and their positions, after giving effect to the appointment of Mr. Pilette as our CEO, Mr. Kapuria as our President and Mr. Brown as our Interim Chief Financial Officer as of November 8, 2019, are shown below.

Name
  Age  
Position
Vincent Pilette     47   CEO
Matthew Brown     39   Interim Chief Financial Officer
Amy L. Cappellanti-Wolf     54   Senior Vice President and Chief Human Resources Officer
Samir Kapuria     46   President
Scott C. Taylor     55   Executive Vice President, General Counsel and Secretary

        The Board chooses executive officers, who then serve at the Board's discretion. There is no family relationship between any of the directors or executive officers and any other director or executive officer of NortonLifeLock.

        For information regarding Mr. Pilette, please refer to Proposal No. 1, "Election of Directors" above.

        Mr. Brown has been appointed to serve as our Interim Chief Financial Officer, effective November 8, 2019. From January 2019 to November 2019, he served as our Vice President of Finance and Chief Accounting Officer. Prior to that, he served as our Vice President, Finance from August 2016 to January 2019 and as Vice President, Corporate Controller of Blue Coat, Inc. from October 2015 until we acquired that company in August 2016. Previously, he served in various positions at NETGEAR, Inc., a computer networking hardware company, from 2010 to October 2015, most recently as Senior Director, Assistant Controller. Mr. Brown holds a Bachelor of Science degree in business administration from the Walter A. Haas School of Business at U.C. Berkeley.

        Ms. Cappellanti-Wolf has served as our Senior Vice President and Chief Human Resources Officer since July 2014. Prior to joining us, she served as Chief Human Resources Officer at Silver Spring Networks, Inc., a smart grid products provider, from June 2009 to July 2014. From September 2001 to June 2009, Ms. Cappellanti-Wolf served as Vice President, Human Resources of Cisco Systems, Inc. From 2000 to 2001, she served as a Human Resources Director at Sun Microsystems, Inc. Ms. Cappellanti-Wolf served as Human Resources Director for The Walt Disney Company from 1995 to 2000 and held various roles in human resources with Frito-Lay, Inc., a division of PepsiCo, Inc., from 1988 to 1995. She has a Bachelor's degree in journalism from West Virginia University and a Master's degree in industrial and labor relations from West Virginia University.

        Mr. Kapuria has been appointed to serve as our President, effective November 8, 2019. From May 2018 to November 2019, he served as our Executive Vice President, Consumer Business Unit and Cyber Security Services. Prior to that, he served as our Senior Vice President and General Manager, Cyber Security Services from November 2014 to May 2018, as our Vice President, Products and Services from July 2012 to November 2014, and as our Vice President, Business Strategy and Security Intelligence from April 2011 to July 2012. From October 2004 to April 2011, Mr. Kapuria held numerous other director-level management positions with NortonLifeLock. Mr. Kapuria holds a Bachelor's degree in finance from the University of Massachusetts.

        Mr. Taylor has served as or Executive Vice President, General Counsel and Secretary since August 2008. From February 2007 to August 2008, he served as our Vice President, Legal. Prior to joining NortonLifeLock, Mr. Taylor held various legal and administrative positions at Phoenix Technologies Ltd., a provider of core systems software, from January 2002 to February 2007, including most recently as Chief Administrative Officer, Senior Vice President and General Counsel. From May 2000 to September 2001, he was Vice President and General Counsel at Narus, Inc., a venture-backed private company that designs IP network management software. Mr. Taylor is a director of Piper Jaffray Companies, a national advisory board member of the Stanford University Center for Comparative Studies on Race and Ethnicity and serves on the board of trustees of Menlo School. He holds a Juris Doctorate from George Washington University and a Bachelor's degree from Stanford University.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information, as of October 25, 2019 with respect to the beneficial ownership of NortonLifeLock common stock by (i) each stockholder known by NortonLifeLock to be the beneficial owner of more than 5% of NortonLifeLock common stock, (ii) each current member of the Board or director nominee, (iii) the named executive officers of NortonLifeLock included in the Summary Compensation Table appearing on page 60 of this Proxy Statement and (iv) all current executive officers and directors of NortonLifeLock as a group.

        Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Percentage ownership is based on 622,918,522 shares of NortonLifeLock common stock outstanding as of October 25, 2019. Shares of common stock subject to stock options and restricted stock units vesting on or before December 24, 2019 (within 60 days of October 25, 2019) are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.

        Unless otherwise indicated, the address of each of the individuals and entities named below is c/o NortonLifeLock Inc., 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281.

Name and Address of Beneficial Owner
  Amount and
Nature of
Beneficial
Ownership
  Percent
of Class
 

5% Beneficial Owners

             

Vanguard Group Inc.(1)

    66,828,879     10.7 %

T. Rowe Price Associates, Inc.(2)

    51,293,114     8.2 %

Starboard Value LP(3)

    43,600,796     7.0 %

BlackRock, Inc.(4)

    42,309,498     6.8 %

Capital World Investors(5)

    41,378,550     6.6 %

Total

    245,410,837     39.3 %

Directors and Named Executive Officers

   
 
   
 
 

Gregory S. Clark *(6)

    5,964,117     1.0 %

Nicholas R. Noviello *(7)

    1,347,260     **  

Vincent Pilette(8)

    785,906     **  

Scott C. Taylor

    408,724     **  

Amy L. Cappellanti-Wolf

    218,251     **  

David L. Mahoney(9)

    201,423     **  

Samir Kapuria(10)

    191,579     **  

Daniel H. Schulman

    170,989     **  

Frank E. Dangeard

    113,936     **  

V. Paul Unruh(11)

    101,711     **  

Anita M. Sands

    63,830     **  

Kenneth Y. Hao(12)

    60,670     **  

David W. Humphrey

    49,882     **  

Dale L. Fuller

    35,088     **  

Suzanne M. Vautrinot(13)

    32,269     **  

Richard S. Hill(14)

    32,072     **  

Peter A. Feld(15)

    24,685     **  

Susan P. Barsamian(16)

    19,903     **  

Total

    9,822,295     1.6 %

Current Directors and Executive Officers

   
 
   
 
 

As a group (18 people)(17)

    2,542,151     0.4 %

*
Former officer.

**
Less than 1%.

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(1)
Based solely on a Schedule 13G/A filing made by The Vanguard Group on February 13, 2019, The Vanguard Group has sole voting power over 736,173 shares, shared voting power over 135,657 shares, sole dispositive power over 65,971,054shares and shared dispositive power over 857,825 shares. This stockholder's address is 100 Vanguard Blvd., Malvern, PA 19355.

(2)
Based solely on a Schedule 13G/A filing made by T. Rowe Price Associates on October 10, 2019, T. Rowe Price Associates, Inc. has sole voting over 18,962,995 shares and sole dispositive power over 51,293,114 shares. This stockholder's address is 100 E. Pratt Street, Baltimore, MD 21202

(3)
Based solely on a Schedule 13D/A filing made by Starboard Value LP on August 15, 2019, Starboard Value LP has sole voting and sole dispositive power over 43,600,796 shares. This stockholder's address is 777 Third Avenue, 18th Floor, New York, New York 10017. Mr. Feld is a Managing Member of Starboard Value LP and may be deemed to share voting and dispositive power over these shares.

(4)
Based solely on a Schedule 13G/A filing made by the BlackRock, Inc. on February 6, 2019, BlackRock, Inc. has sole voting power over 37,349,816 and sole dispositive power over 42,309,498 shares. This stockholder's address is 55 East 52nd Street, New York, NY 10055.

(5)
Based solely on a Schedule 13G/A filing made by Capital World Investors on February 14, 2019, Capital World Investors has sole voting power over 41,358,274 shares and sole dispositive power over 41,378,550 shares. This stockholder's address is 333 South Hope Street, Los Angeles, CA 90071.

(6)
Beneficial ownership data is current through Mr. Clark's departure date of May 9, 2019 and includes 1,122,938 shares held by the Gregory S. Clark Living Trust for which Mr. Clark exercises voting and dispositive power and 3,604,101 shares subject to options that were fully exercisable as of his departure date.

(7)
Beneficial ownership data is current through Mr. Noviello's departure date of May 24, 2019 and includes 775,028 shares subject to options that were fully exercisable as of his departure date.

(8)
Includes 165,429 shares held by Vincent Pilette and 620,477 shares held by the VPJW Revocable Trust for which Mr. Pilette exercises voting and dispositive power.

(9)
Includes 16,959 shares held by the Winnifred C. Ellis & David L. Mahoney Trust for which Mr. Mahoney exercises voting and dispositive power.

(10)
Includes 4,844 shares issuable upon the settlement of RSUs as of December 1, 2019.

(11)
Shares held by the Unruh Family Living Trust for which Mr. Unruh exercises voting and dispositive power.

(12)
These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management LLC, certain of its affiliates and certain of the funds they manage ("Silver Lake") and pursuant to Mr. Hao's arrangement with Silver Lake, upon the sale of these securities, the proceeds are expected to be remitted to Silver Lake.

(13)
Shares held by the William C. Keller and Suzanne Vautrinot Living Trust for which Ms. Vautrinot exercises voting and dispositive power.

(14)
Includes 3,953 shares issuable upon the settlement of RSUs as of November 1, 2019 and 3,953 shares as of December 1, 2019.

(15)
Excludes 43,600,796 shares of common stock beneficially owned by Starboard Value LP and its affiliates. Mr. Feld is a Managing Member of Starboard Value LP and may be deemed to share voting and dispositive power over these shares.

(16)
Shares held by the S. Barsamian and W. Romans Revocable Trust for which Ms. Barsamian exercises voting and dispositive power.

(17)
Includes for Matthew C. Brown: 14,134 shares, 2,099 shares subject to RSUs that will vest on December 1, 2019, and 15,000 shares subject to fully exercisable options.

        NortonLifeLock has adopted a policy that executive officers and members of the Board hold an equity stake in the Company. The policy requires each executive officer to hold a minimum number of shares of NortonLifeLock common stock. Newly appointed executive officers are not required to immediately establish their position but are expected to make regular progress to achieve it. The Nominating and Governance Committee reviews the minimum number of shares held by the executive officers and directors from time to time. The purpose of the policy is to more directly align the interests of our executive officers and directors with our stockholders. See "Stock Ownership Requirements" under the Compensation Discussion & Analysis section for a description of the stock ownership requirements applicable to our executive officers.

Delinquent Section 16(a) Reports

        Section 16 of the Exchange Act requires NortonLifeLock's directors, executive officers and any persons who own more than 10% of NortonLifeLock's common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish NortonLifeLock with copies of all Section 16(a) forms that they file.

        Based solely on its review of the copies of such forms furnished to NortonLifeLock and written representations from the directors and executive officers, NortonLifeLock believes that all of its executive officers and directors filed the required reports on a timely basis under Section 16(a), except for (i) Mr. Schulman who did not timely report on a Form 4, the distribution of shares held by DHS 2017 Annuity Trust Agreement II (for which Mr. Schulman exercises voting and dispositive power) to his individual account on April 19, 2019, which transaction was reported on a Form 5 that was filed on May 10, 2019, and (ii) Mr. Brown, who inadvertently omitted ownership of 5,393 shares of common stock on a Form 3 that was filed on February 7, 2019, which was subsequently amended on March 8, 2019 to include the correct number of shares.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

        This compensation discussion and analysis ("CD&A") summarizes our executive compensation philosophy, our fiscal 2019 ("FY19") executive compensation program and the FY19 compensation decisions made by the Compensation Leadership and Development Committee (the "Compensation Committee") with respect to the following named executive officers ("NEOs"):

    Gregory S. Clark, Former President and Chief Executive Officer ("CEO");

    Nicholas R. Noviello, Former Executive Vice President and Chief Financial Officer ("CFO");

    Amy L. Cappellanti-Wolf, Senior Vice President and Chief Human Resources Officer;

    Samir Kapuria, President (effective November 8, 2019); and

    Scott C. Taylor, Executive Vice President, General Counsel and Secretary.

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FY19 Financial Results, Compensation and New Leadership

                        
 
             
(In millions, except for per share amounts)
  Fiscal 2019 ("FY19")   Fiscal 2018 ("FY18")    
 
           Net revenues   $4,731   $4,834    
 
  FY19 Financial Results     Operating income   380   49    
 
           Net income   31   1,138    
 
           Net income per share — diluted   0.05   1.70    
 
           Net cash provided by operating activities   1,495   950    
 
                        
  FY19 Challenges   While we saw improvements in some areas of our business, our overall performance and stock price was negatively impacted by several significant factors:

Revenue and business momentum in our former Enterprise Security segment declined in FY19.

The Company was subject to an internal investigation, which was commenced and completed by the Audit Committee of the Board (the "Audit Committee") in connection with concerns raised by a former employee.

We announced a restructuring plan pursuant to which we targeted reductions of our global workforce of up to approximately 8%.

Our executive leadership team was in transition with announced executive officer departures in November 2018 and January 2019.

 
 
  Commitment to Pay-For-Performance  

Mr. Clark, our former CEO, did not receive a FY19 equity award.

None of our NEOs received an annual base salary increase for FY19, except for those executives who were promoted.

Our former CEO did not receive a payment under his annual cash incentive award.

 
 
                            
 
           Component   Metric(1)   Achievement (as a
percent of target)
  Funding    
 
           FY19 Executive Annual   FY19 Non-GAAP operating income   87.5%   0%    
 
           Incentive Plan ("EAIP")   FY19 Non-GAAP revenue   97.2%   71.2%    
 
           FY19 EAIP Total           35.6%    
 
  FY19 Executive Compensation     FY19 Performance-based   FY19 earnings per share ("EPS")   88.3%   50.6%    
 
           Restricted Stock Units   FY19 free cash flow   90.7%   91.2%    
 
           FY18 Performance-based Restricted Stock Units   2-year total shareholder return ("TSR") relative to Nasdaq 100   -21.32%   0%    
 
           Fiscal 2017 ("FY17") Performance-based Restricted Stock Units   FY18 Non-GAAP Operating Income   109.29%   268.2% (of which 250% vested and settled at the end of FY18, and the remaining 18.2% vested for eligible participants at the end of FY19).    
 
          

(1) Please see discussion below for more detail regarding how these metrics are calculated.

   
  New Leadership  

The composition of our Board changed materially with the appointment of four new independent directors, two of whom replaced long-tenured directors, and with the further changes reflected herein to occur at the Annual Meeting.

In November 2018, Michael Fey resigned as President and COO.

In May 2019, Richard S. "Rick" Hill became our Interim President and CEO, replacing Gregory S. Clark.

In May 2019, Vincent Pilette became our CFO, replacing Nicholas R. Noviello.

In November 2019, Mr. Pilette was named our permanent CEO and Samir Kapuria became our President, replacing our interim President and CEO, Mr. Hill.

In November 2019, Matthew Brown became our interim CFO.

 

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        Despite the challenges we faced in FY19, we remain confident in our business strategies and our competitive product portfolio. We will continue to execute on multiple initiatives to drive revenue growth. With industry-leading solutions, we believe that we are well positioned to participate in a growing opportunity in the cyber defense market. We have an opportunity to enhance stockholder value by building on the leadership and momentum of our business.

Our Compensation Philosophy and Practices

    Drive Business Success

Our executive compensation program is designed to drive our success as a market leader in cybersecurity.

  Pay for Performance

We believe that executive compensation should be tied to our short and long-term performance. It is important to reward outstanding individual performance, team success, and Company-wide results.

   

 

 

Attract and Retain

We focus on corporate and individual performance objectives and aim to attract and retain highly-qualified executive officers while maximizing long-term stockholder value.


 

Balancing and Aligning Interests with Stockholders

We are sensitive to our need to balance and align the interests of our executive officers with those of our stockholders, especially when compensation decisions might increase our cost structure or stockholder dilution.


 

 

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Compensation Policies and Practices

 
 
What We Do:
   
 
What We Do Not Do:
GRAPHIC   The majority of pay for our CEO and other NEOs is at risk.   GRAPHIC   We do not pay performance-based cash or equity awards for unsatisfied performance goals.

GRAPHIC

 

We provide that short-term incentive compensation is linked directly to our financial results and also takes into account individual performance.

 

GRAPHIC

 

Our compensation plans do not have minimum guaranteed payout levels.

GRAPHIC

 

We reward performance that meets our predetermined goals.

 

GRAPHIC

 

We do not provide for automatic salary increases or equity awards grants in offer letters or employment agreements.

GRAPHIC

 

We cap payouts under our plans to discourage excessive or inappropriate risk taking by our NEOs.

 

GRAPHIC

 

We generally do not permit short-sales, hedging or pledging of our stock.

GRAPHIC

 

We have a relevant peer group and reevaluate the peer group annually.

 

GRAPHIC

 

We do not provide "golden parachute" excise tax gross-ups.

GRAPHIC

 

We have robust stock ownership guidelines for our executive officers and directors.

 

GRAPHIC

 

We do not provide excessive severance.

GRAPHIC

 

We have adopted a comprehensive "clawback" policy, applicable to all performance-based compensation granted to our executive officers.

 

GRAPHIC

 

We do not provide executive pension plans or SERPs.

GRAPHIC

 

We only provide for double-trigger change in control benefits.

 

GRAPHIC

 

We do not provide excessive perquisites.

GRAPHIC

 

We limit any potential cash severance payments to not more than 1x our executive officers' total target cash compensation and 2x our CEO's total base salary.

 

GRAPHIC

 

We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.

GRAPHIC

 

Our Compensation Committee retains an independent compensation consultant.

 

GRAPHIC

 

We do not permit the payment of dividend or dividend equivalents on unvested equity awards.

GRAPHIC

 

We hold an annual advisory vote on executive compensation.

 

GRAPHIC

 

We do not provide single-trigger change of control benefits to executive officers.

GRAPHIC

 

We seek feedback on executive compensation through stockholder engagement.

 

 

 

 

 

 

 

 

 

 

 

GRAPHIC

 

We generally require one-year minimum vesting on stock options and stock appreciation rights.

 

 

 

 

Strong stockholder support on say-on-pay and Stockholder Engagement

        At our 2018 annual meeting of stockholders, we requested that our stockholders cast a non-binding advisory vote on the compensation of our NEOs, also known as "say-on-pay" vote. This proposal passed with approximately 90% of the votes cast in favor. In evaluating our compensation practices in FY19, the Compensation Committee was mindful of the support our stockholders expressed for our philosophy of linking compensation to financial objectives and the enhancement of stockholder value. In addition, management met with or spoke to institutional stockholders representing approximately 55% of outstanding shares and listened to any feedback regarding executive compensation program. As a result, the Compensation Committee retained its general approach to executive compensation and continued to apply the same general philosophy and objectives as in the prior fiscal year in determining executive compensation.

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FY19 EXECUTIVE COMPENSATION

        The total mix of our NEO compensation, including the portion at risk, is reflected in the graphs below. The major components of target compensation for our NEOs during FY19 were: (i) base salary, (ii) target annual incentive awards and (iii) grant date fair value of long-term equity incentive awards, with the exception of our CEO who did not receive any equity awards for FY19.

GRAPHIC

Analysis of Compensation Components

        The elements of the FY19 compensation for our NEOs was as follows:


 


Compensation Component


Form of Award


Percent at Risk


Performance vs
Time-Based


 
  Base Salary Cash 0 % NA  
  Executive Annual Incentive Plan Cash(1) 100 % Performance-Based  
  Equity Incentive Awards — Restricted Stock Units ("RSUs") RSUs(2) 100 % Time-Based  
  Equity Incentive Awards — Performance-based Restricted Stock Units ("PRUs") PRUs(2) 100 % Performance-Based  
(1)
For FY19, except for Mr. Noviello, this award was payable in RSUs, which were granted on May 20, 2019 and vested June 1, 2019. Beginning in fiscal 2020 ("FY20"), the award will be payable in cash.

(2)
For FY19, our former CEO did not receive any equity awards.

I. Base Salary

    2019 Base Salary        

 

 

Philosophy

 

Considerations

 

 
   

Provide fixed compensation to attract and retain key executives.

 

Salary reviewed and set annually.

The factors used to determine the amount of salaries include skill set, experience performance contribution levels, the executive officer's role, positioning relative to peer group and market and our overall salary budget.

Recommendations of the CEO for other executive officers based upon his annual review of performance.

   

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        The following table presents each NEO's base salary for FY19.

 

 

NEO

   

FY18
Annual Salary ($)

   

Change in
Salary (%)

   

FY19
Annual Salary

   

 

 

Gregory S. Clark

    1,000,000         1,000,000    

 

 

Nicholas R. Noviello

    650,000         650,000    

 

 

Amy L. Cappellanti-Wolf

    440,000         440,000    

 

 

Samir Kapuria(1)

    390,000 (1)   60,000 (1)   450,000    

 

 

Scott C. Taylor

    600,000         600,000    
(1)
Mr. Kapuria was named an executive officer during FY19 and received a salary increase in connection with his promotion. His salary increased from $390,000 to $440,000 effective May 8, 2018.

        As presented in the table above, our named executive officers did not receive an increase in annual base salary other than in connection with a promotion for Mr. Kapuria. Our former CEO determined that none of our other NEOs would receive a base salary increase for FY19. In addition, our Board also determined that Mr. Clark would not receive a salary increase in FY19.

II. Executive Annual Incentive Plan

    FY19 Annual Cash Incentive Awards    

 

 

Philosophy

 

Target Amount Considerations

 

Award Design Considerations

 

Performance Conditions

 

 
   

Establish appropriate short-term performance measures that the Compensation Committee believes will drive our future growth and profitability.

Reward achievement of short-term performance measures.

Payout tied to Company performance consistent with FY19 financial plan.

Offer market competitive incentive opportunities.

 

Factors used to determine target amounts included: (i) relevant market data; (ii) internal pay equity; and (iii) desired market position role of each NEO.

 

Non-GAAP Operating Income and Non-GAAP Revenue were the financial metrics selected because we believe: (i) they strongly correlate with stockholder value creation, are transparent to investors and are calculated on the same basis as described in our quarterly earnings releases and supplemental materials, and balance growth and profitability, and (ii) our executive team can have a direct impact on these metrics through skillful management and oversight.

Metrics established based on a range of inputs, including external market economic conditions, growth outlooks for our product portfolio, the competitive environment, our internal budgets and market expectations.

 

Non-GAAP Operating Income Metric (50% weighing). Non-GAAP Operating Income is defined as GAAP operating income, adjusted, as applicable, to exclude, among other things, stock-based compensation expense, charges related to the amortization of intangible assets, restructuring, separation, transition and other related expenses and contract liabilities fair value adjustment, calculated under 2019 plan exchange rates

Non-GAAP Revenue Metric (50% weighing). Non-GAAP Revenue is defined as GAAP revenue adjusted to exclude contract liabilities fair value adjustment calculated under 2019 plan exchange rates.

   

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    FY19 Annual Cash Incentive Awards    

 

 

Philosophy

 

Target Amount Considerations

 

Award Design Considerations

 

Performance Conditions

 

 
           

Performance payout curves set to drive increased revenue and operating income and in accordance with our FY19 financial plan.

Goals established in first 90 days when performance is indeterminable.

Payable in fully vested RSUs for FY19.

CEO performance should be completely tied to Company financial performance.

 

Individual performance assessment modifier (0-140%) except for CEO.

Employment through payout date.

See below for more information.

   

        Executive Annual Incentive Plan Target Opportunities: The following table presents each NEO's target incentive opportunity for FY19 under the FY19 Executive Annual Incentive Plan (the "FY19 EAIP"):

 

NEO

FY19 Individual
Annual
Incentive Target (%)

FY19
Target ($)

 

 

Gregory S. Clark

150 1,500,000  

 

Nicholas R. Noviello

100 650,000  

 

Amy L. Cappellanti-Wolf

70 308,000  

 

Samir Kapuria(1)

100 450,000  

 

Scott C. Taylor

100 600,000  
(1)
In connection with Mr. Kapuria's promotion, his FY19 Individual Annual Incentive Target under the FY19 EAIP increased from 60% to 100% effective May 8, 2018. Mr. Kapuria's prorated target annual incentive value for FY19 is $427,451.

        FY19 EAIP Payout Formula: The determination of each NEO's payout amount under the FY19 EAIP is based on the following formula. The Compensation Committee has discretion to adjust individual awards downward as appropriate by up to 25% of the amount of the incentive award that would otherwise be earned.

GRAPHIC

        The payout curves for each of our metrics for FY19 are set forth in the table below. The non-GAAP operating income and non-GAAP revenue metrics are funded independently of each other and are weighted equally. Except for our CEO, the actual

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individual payouts could be further modified based on an individual performance factor generally in the range of 0% to 140% based on performance achievement against pre-established individual goals for FY19.

 

Non-GAAP Operating
Income Metric

 

Non-GAAP Revenue
Metric

 
 

 
 

  Non-GAAP
Operating Income
($ millions)
Funding
(%)
  Non-GAAP
Revenue
($ millions)
Funding
(%)
  Individual
Performance
Modifier (%)
Total Payout
as a Percentage
of Target (%)
 

Threshold

  $ 1,428 40   $ 4,760 40   35 14  

Target

  $ 1,630 100   $ 4,943 100   100 100  

Maximum

  $ 1,793 200   $ 5,141 200   140 280  

Individual Performance Assessment

        Individual performance is evaluated, and taken into account in determining the FY19 EAIP payout for NEOs other than the CEO based on both quantitative and qualitative results in the following key areas:

    Individual Performance Assessment Components    
   

Financial and operational goals for the executive's area of responsibility and the entire Company.

Leadership qualities as well as functional competencies and knowledge for the executive's area of responsibility.