NortonLifeLock Inc.
Shareholder Annual Meeting in a DEF 14A on 07/28/2021   Download
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DEF 14A 1 tm2120797-1_def14a.htm DEF 14A tm2120797-1_def14a - none - 15.5157042s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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60 E. Rio Salado Parkway, Suite 1000
Tempe, Arizona 85281
NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
to be held on:
September 14, 2021
9:00 a.m. Pacific Time
Dear Stockholder:
You are cordially invited to attend our 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held at 9:00 a.m. (Pacific Time) on Tuesday, September 14, 2021. 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/NLOK2021. You will also be able to vote your shares electronically at the Annual Meeting. 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/NLOK2021 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 nine 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 2021 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 July 28, 2021, 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 July 19, 2021 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, as well as online during the Annual Meeting. If you would like to view this stockholder list, please contact Investor Relations at (650) 527-8000.
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 “2021 Annual Meeting of Stockholders Meeting Information” section of the proxy statement for additional information.
BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Bryan Ko
BRYAN KO
Chief Legal Officer and Secretary
Tempe, Arizona
July 28, 2021
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 14, 2021.   The proxy statement and NortonLifeLock’s Form 10-K for the 2021 fiscal year are available at http://investor.nortonlifelock.com/ About/Investors/financial-information/Annual-Reports/default.aspx.
 

 
TABLE OF CONTENTS
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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.
   2021 Annual Meeting of Stockholders Information
Date and Time:
Tuesday, September 14, 2021 at 9:00 a.m. Pacific Time
Location: Meeting live via the internet by visiting www.virtualshareholdermeeting.com/NLOK2021
Record Date: July 19, 2021
Admission: To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NLOK2021. 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. If your shares are held in an account with a brokerage firm, bank or other nominee, then you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
   Voting Matters
Proposals
Board
Recommendation
Page Number for
Additional
Information
20
28
29
30
   Our Director Nominees
Director
Since
Committee Memberships*
Other
Public
Boards
Name
Age
Occupation
Independent
Diversity
AC
CC
NGC
Tech
Susan P. Barsamian
62
2019
Director
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W
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1
Eric K. Brandt
59
2020
Director
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3
Frank E. Dangeard
63
2007
Managing Partner, Harcourt
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3
Nora M. Denzel
58
2019
Director
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W
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3
Peter A. Feld
42
2018
Managing Member and Head of Research, Starboard Value LP
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2
Kenneth Y. Hao
52
2016
Chairman and Managing Partner, Silver Lake Partners
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D
2
Emily Heath
47
2021
SVP, Chief Trust & Security Officer, DocuSign
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W D
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0
Vincent Pilette
49
2019
Chief Executive Officer
   
0
Sherrese M. Smith
49
2021
Partner, Paul Hastings
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W D
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AC = Audit Committee
CC = Compensation and Leadership Development Committee
NGC = Nominating and Governance Committee
Tech = Technology and Cybersecurity Committee W = Woman D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+)
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= Member
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= Chair
*
Reflects our Board and committee composition following the Annual Meeting.
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   Sound Corporate Governance Practices
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Separate Independent Chairman and CEO
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Majority Voting for Directors
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Board Committees Consist Entirely of Independent Directors
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Stockholder Ability to Call Special Meetings (15% threshold)
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All Current Directors Attended at least 75% of Meetings Held
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Stockholder Ability to Act by Written Consent
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Independent Directors Meet Regularly in Executive Session
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Proxy Access Subject to Standard Eligibility Requirements
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Director Age Limit of 72
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Robust Cybersecurity Program.
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Annual Board and Committee Self-Evaluations
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Comprehensive ESG program and Board oversight of ESG
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Risk Oversight by Full Board and Committees
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Extensive Stockholder Outreach/Engagement Program
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Annual Election of All Directors
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No Dual-Class or Multi-Class Stock
   Executive Compensation Philosophy and Practices
Fiscal year 2021 (FY21) marked the first full year as a stand-alone pure consumer Cyber Safety company. Our Compensation and Leadership Development Committee (Compensation Committee) of our Board of Directors (Board) recognized this important milestone for NortonLifeLock in designing and adopting its executive compensation philosophy and program for FY21: provide a simple, investor friendly mix of short and long-term compensation that promotes value creation for NortonLifeLock and our stockholders and real rewards or consequences for our executive team for actual performance. Nothing more, nothing less.
The compensation received by our Named Executive Officers (NEOs) in for FY21 reflects the positive business results and highlights from this past year:
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Note: Pro-Forma growth excludes impact of extra week in Q1 fiscal year 2020 (FY20), ID Analytics (divested in Q4 FY20). All results presented are non-GAAP, continuing operations and exclude enterprise dedicated revenues and costs. See Annex A for reconciliation of non-GAAP operating margin from GAAP to non-GAAP and definitions of Bookings, Direct Customer Count, Retention Rate and ARPU.
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Our Compensation Committee designed our FY21 compensation program to be consistent with leading corporate governance and executive compensation practices:
   What We Do
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At risk pay
The majority of pay for our CEO and other NEOs is at risk and/or performance-based.
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Link to results
Our short-term incentive compensation is linked directly to our financial results and is modified by individual performance, except in the case of our CEO, whose compensation is entirely based on company performance. A significant portion of our long-term incentive compensation is linked directly to multi-year financial results or relative total shareholder return (TSR).
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Predetermined goals
We reward performance that meets our predetermined short and long-term goals.
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Capped payouts
We cap payouts under our incentive plans to discourage excessive or inappropriate risk taking by our NEOs.
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Peer group
We have a relevant peer group and reevaluate the peer group annually.
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Ownership guidelines
We have robust stock ownership guidelines for our executive officers and directors.
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Clawback policy
We have a comprehensive “clawback” policy, applicable to all performance-based compensation granted to our executive officers.
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Double-trigger acceleration
We only provide for “double-trigger” change-in-control payments and benefits for our executive officers.
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Capped severance
We limit any potential cash severance payments to not more than 1x our executive officers’ target total cash compensation and 2x our CEO’s total base salary.
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Independent consultant
Our Compensation Committee retains an independent compensation consultant.
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Say-on-pay
We hold an annual advisory vote on named executive officer compensation.
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Stockholder engagement
We seek feedback on executive compensation through stockholder engagement.
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Minimum vesting
We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions.
   What We Don’t Do
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No performance, no pay
We do not pay out performance-based cash or equity awards for unsatisfied performance goals.
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No minimum payouts
Our compensation plans do not have minimum guaranteed payout levels.
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No auto increases
We do not provide for automatic salary increases or equity awards grants in offer letters or employment agreements.
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No short sales, hedging
With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock.
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No golden parachutes
We do not provide “golden parachute” excise tax gross-ups.
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No excessive severance
We do not provide excessive severance payments.
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No SERPs
We do not provide executive pension plans or SERPs.
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No excessive perks
We do not provide excessive perquisites.
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No repricing
We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.
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No unvested dividends
We do not permit the payment of dividend or dividend equivalents on unvested equity awards.
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   Compensation Components
Our FY21 compensation philosophy is reflected in the three key pillars of executive compensation: (i) base salary, (ii) short-term annual cash incentive awards and (iii) long-term equity incentive awards.
FY21 Component
Form of
Compensation
Performance Period
Metrics and Performance Criteria
Details
Base Salary Cash Annual NEO base salary changes reviewed annually by CEO (or Board for CEO changes).
Page 42
Executive Annual Incentive Plan Cash Annual Bookings with non-GAAP profit margin as operating gate; individual performance goal modifier for NEOs other than CEO.
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Equity Incentive Awards Restricted Stock Units (RSUs) Vests annually over three years Service and time-based vesting.
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Performance-based Restricted Stock Units (PRUs) Vests at the end of a three-year period
50% of PRUs vest in full in May 2023 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index.
50% of PRUs vest in full in May 2023 based on achievement of compound annual growth rate (CAGR) for revenue measured over a multi-year period.
   Meeting Information
We provide information about NortonLifeLock’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), voting and additional information starting on page 69.
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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 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 NortonLifeLock, 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 sustainable long-term stockholder value. The Board is responsible for ensuring that NortonLifeLock 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 Financial Code of Ethics 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
With limited exceptions for pre-existing arrangements, our Insider Trading Policy prohibits all directors and employees, including executive officers, from short-selling NortonLifeLock stock or engaging in transactions involving NortonLifeLock stock-based derivative securities, including, but not limited to, trading in NortonLifeLock-based option contracts or engaging in other hedging transactions (for example, buying and/or writing puts and calls, equity swaps, collars, exchange funds, transacting in straddles and the like; however, holding and exercising options or other derivative securities granted under NortonLifeLock’s stock option or equity incentive plans is not prohibited by this policy.) Our policy also prohibits pledging NortonLifeLock stock as collateral for a loan or holding company securities in a margin account. Waivers may be granted with respect to arrangements that were in existence before becoming a director or employee. Since our settlement with Starboard Value LP in September 2018, we have agreed to waive these requirements with respect to certain forward contracts held by Starboard 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, nonpublic information. It also requires that our Chief Executive Officer 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10b5-1 allows insiders to sell and diversify their holdings in our stock over a designated period by adopting prearranged 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 NortonLifeLock at the time of the sale. All other executives and our non-employee directors are strongly encouraged to trade using Exchange Act Rule 10b51 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
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and Experience” on page 25, and details of our executive officers’ stock ownership guidelines are disclosed under “Stock Ownership Requirements” in the “Compensation Discussion & Analysis” section on page 36. The Compensation Committee determines the stock ownership guidelines and the Nominating and Governance Committee monitors compliance under such guidelines.
   Stockholder Outreach and 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 NortonLifeLock to address them effectively. During 2020, we reached out to 15 of our top stockholders, representing nearly 49% of our outstanding capital stock to discuss NortonLifeLock’s prospects, including our executive compensation. Of those stockholders, we held meetings with 10 of them in which we discussed matters such as NortonLifeLock’s business model, NortonLifeLock’s executive compensation programs and goal settings and metrics. The remaining stockholders either confirmed they had no concerns, did not desire to have a meeting or did not respond. Our FY21 executive compensation philosophy and programs reflect the feedback we received from our engagement with stockholders and investors during FY20 and FY21. Please see the “Compensation Discussion & Analysis” section for more information. At NortonLifeLock, we have an open line of communication with our stockholders and investors and continue to engage them for feedback on our programs.
   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
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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. Frank Dangeard, one of our long-standing independent directors, currently serves as Chairman of the Board.
The Board believes that separating the roles of Chief Executive Officer and Chairman is the appropriate leadership structure for NortonLifeLock 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 NortonLifeLock’s strategic plan and managing NortonLifeLock’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:
Duties of the Chairman of the Board
Duties of the CEO

Sets the agenda of Board meetings

Sets strategic direction for NortonLifeLock

Presides over meetings of the full Board

Creates and implements NortonLifeLock’s vision and mission

Contributes to Board governance and Board processes

Leads the affairs of NortonLifeLock, 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

Leads executive sessions of independent directors
   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 NortonLifeLock 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 and former directors and director nominees are independent: Susan P. Barsamian, Eric K. Brandt, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Kenneth Y. Hao, Emily Heath, David W. Humphrey, Sherrese M. Smith and V. Paul Unruh.
   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 NortonLifeLock 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
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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.
   Board’s Role in Risk Oversight
The Board executes its risk management responsibility directly and through its committees.
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The Board is kept abreast of its committees’ risk oversight and other activities via reports of the committee chairs 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.
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   Board’s Role in COVID-19 Response
Additionally, in connection with the recent COVID-19 pandemic, the Board, together with the Audit Committee, the Compensation Committee, and management, has overseen our efforts to mitigate financial and human capital management risk exposures associated with the pandemic.
Key COVID-19 Actions
COVID-19 Response for Colleagues in India

Closed non-essential worker sites and implemented travel restrictions and cancelled or shifted our conferences and other marketing events to virtual-only.

Vaccine reimbursement for employees and family members in India.

Maintain Covid-19 employee website to provide up-to-date resources, data and education, including CDC guidance, and benefits, ergonomic and wellness information.

Launched vaccination clinics in Pune and Chennai.

Regular employee communications.

Created a social channel for all India team members to share information and support one other.

Increased our collaboration tools for remote offices.

Special 2:1 match for ActionAid India for COVID Relief — shared with all of our NLOK community to ensure that those who are able to, have the opportunity to participate in giving this much needed support.

Frequent marketing and communication of our global Employee Assistance Program to enable quick support for employees and their families.

Home isolation coverage and telemed consultations are now included under our Health Plan.

100% coverage for testing, vaccinations and telemed consultation under our US medical plans.

Stipend to assist with remote office set up and provisioned surplus equipment for home office deployment.

Social distancing measures, enhanced cleaning and safety protocols for open sites.
   Board’s Role in Oversight of Company Strategy
One of the Board’s most important responsibilities is collaborating with management to establish NortonLifeLock’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 NortonLifeLock’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 NortonLifeLock is an employer of choice for the most talented employees in our industry. While the full Board regularly discusses human capital management with regards to its role in overseeing our overall long-term strategy, our 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.
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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. 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 eight directors who were elected to the Board at our 2020 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, the Compensation and Leadership Development Committee, and the Nominating and Governance Committee. Recently, the Board also established a fourth Committee, the Technology and Cybersecurity 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, Nominating and Governance Committee and the Technology and Cybersecurity Committee was appointed by the Board. Each of the Board committees has a written charter approved by the Board and the key committee charters are 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.
Director
Since
Committee Memberships*
Other
Public
Boards
Name
Age
Occupation
Independent
Diversity
AC
CC
NGC
Tech
Susan P. Barsamian
62
2019
Director
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
W
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_chairbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
1
Eric K. Brandt
59
2020
Director
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
[MISSING IMAGE: tm2025328d48-icon_chairbw.jpg]
3
Frank E. Dangeard
63
2007
Managing Partner, Harcourt
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
3
Nora M. Denzel
58
2019
Director
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
W
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
3
Peter A. Feld
42
2018
Managing Member and Head of Research, Starboard Value LP
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
[MISSING IMAGE: tm2025328d48-icon_chairbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
2
Kenneth Y. Hao
52
2016
Chairman and Managing Partner, Silver Lake Partners
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
D
2
Emily Heath
47
2021
SVP, Chief Trust & Security Officer, DocuSign
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
W D
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_chairbw.jpg]
0
Vincent Pilette
49
2019
Chief Executive Officer
   
0
Sherrese M. Smith
49
2021
Partner, Paul Hastings
[MISSING IMAGE: tm2025328d48-icon_tick4c.jpg]
W D
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
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AC = Audit Committee
CC = Compensation and Leadership Development Committee
      NGC = Nominating and Governance Committee
Tech = Technology and Cybersecurity Committee W = Woman
D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+)
[MISSING IMAGE: tm2025328d48-icon_memberbw.jpg]
= Member
[MISSING IMAGE: tm2025328d48-icon_chairbw.jpg]
= Chair
* Reflects our Board and committee composition following the Annual Meeting.
During FY21, our Board of Directors held 13 meetings, the Audit Committee held 9 meetings, the Compensation Committee held 7 meetings and the Nominating and Governance Committee held 7 meetings. The Board established the Technology and Cybersecurity Committee in late FY21 and it did not hold any formal meetings in that year. During this time, no current 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.
   Audit Committee
Our Audit Committee is currently comprised of Mr. Brandt, who is the chair, and Memes. Denzel and Heath and Mr. Dangeard. Our Audit Committee oversees NortonLifeLock’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 NortonLifeLock’s quarterly and annual financial statements.
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Reviewing the adequacy and effectiveness of NortonLifeLock’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 NortonLifeLock.

Reviewing and approving processes and procedures to ensure the continuing independence of NortonLifeLock’s independent auditors.

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

Reviewing NortonLifeLock’s practices with respect to risk identification, assessment, monitoring and risk management and mitigation, including financial, privacy, operational, compliance, physical security, legal and other key business risks.

Reviewing NortonLifeLock’s adequacy and effectiveness of NortonLifeLock’s cyber security and information security policies and practices.

Reviewing NortonLifeLock’s business continuity and disaster preparedness planning.

Reviewing any regulatory developments that could impact NortonLifeLock’s risk identification, assessment, monitoring and risk management and mitigation.

Reviewing NortonLifeLock’s ethics compliance program, including policies and procedures for monitoring compliance, and the implementation and effectiveness of NortonLifeLock’s ethics and compliance program.

Directing and supervising investigations into any matters within the scope of its duties.

Retaining 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 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. Brandt 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, and Memes. Barsamian and Denzel. Our Compensation Committee oversees our compensation policies and practices so that they align with the interests of our stockholders; encourage a focus on NortonLifeLock’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 NortonLifeLock’s executive and leadership development practices, which 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 and overseeing NortonLifeLock’s human capital management practices.

Reviewing NortonLifeLock’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 NortonLifeLock and the interests of stockholders; (iii) are consistent with a competitive framework; and (iv) support the achievement of NortonLifeLock’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 NortonLifeLock’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.
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Reviewing and approving policies and procedures relating to the perquisites of our executive officers.

Reviewing NortonLifeLock’s compensation policies and practices to confirm that such policies and practices are not likely to have a material adverse effect on NortonLifeLock 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.
Each member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.
   Nominating and Governance Committee
Our Nominating and Governance Committee is currently comprised of Ms. Barsamian, who is the chair, and Ms. Smith and Messrs. Dangeard and Feld. Our Nominating and Governance Committee oversees NortonLifeLock’s corporate governance procedures and policies, and ensures that they represent best practices and are in the best interests of NortonLifeLock 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 recommending 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 developing and recommending 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 recommending modifications to the Board as appropriate.

Overseeing and reviewing NortonLifeLock’s policies and programs concerning: (i) corporate social responsibility; (ii) public policy; (iii) philanthropy; (iv) political activities and expenditures; (v) NortonLifeLock’s participation and visibility as a global corporate citizen; and (vi) NortonLifeLock’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 NortonLifeLock’s governance structures and processes.
   Technology and Cybersecurity Committee
Our Technology and Cybersecurity Committee is currently comprised of Ms. Heath, who is the chair, and Memes. Barsamian, Denzel and Smith. Our Technology and Cybersecurity Committee assists our Board in its oversight of management’s responsibilities to regularly assess NortonLifeLock’s key risks and engage in enterprise-wide risk management as it relates to cybersecurity and NortonLifeLock’s technology and information systems, including with respect to strategies, objectives, capabilities, initiatives, policies and investments. Its duties and responsibilities include, among other things:

Overseeing the quality and effectiveness of NortonLifeLock’s information security team, and policies and procedures with respect to its information technology systems.
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Providing advice to the Board on cyber-related matters.

Reviewing and providing oversight on NortonLifeLock’s data footprint, policies and procedures, and strategy.

Reviewing with management, NortonLifeLock’s disaster recovery capabilities.

Overseeing NortonLifeLock’s major innovation efforts, technology plans, and strategies including from partnerships and acquisitions.

Monitoring the performance of NortonLifeLock’s technology development in support of its overall business strategy and advise on strategic technological focus.

Overseeing the identification, monitoring, and evaluation of existing and emerging trends in technology that may affect NortonLifeLock’s strategic plans, including monitoring of overall industry trends, competitors and technologies in adjacent areas and providing guidance on these areas.

Reviewing the key technical talent, skills, and organizational structure of NortonLifeLock’s workforce supporting its cybersecurity and technology efforts.
 
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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.
[MISSING IMAGE: tm2120797d1-fc_criteria4c.jpg]
The information provided under Proposal No. 1, “Election of Directors — Nominees for Director” below includes the key attributes, experience and skills of each of our director nominees that led to the conclusion that each director nominee 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
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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 SEC and Nasdaq requirements.
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 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 March 30, 2022 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 2022 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 February 28, 2022 and March 30, 2022 (or, if the 2022 annual meeting is called for a date that is not within 30 calendar days of the anniversary of the date of the 2021 Annual Meeting, by the later of the close of business on the date that is 180 days prior to the date of the 2021 annual meeting or within 10 calendar days after our public announcement of the date of the 2022 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
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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.
   Human Capital Management
At NortonLifeLock, our vision is to protect and empower people to live their digital lives safely. Our success in helping achieve this mission depends, in a large part, on the success of our employees. We strive to be a diverse, vibrant community with strong values and a shared commitment to each other, the work we do, and the world we all share.

Board and Committee Oversight: We are focused on attracting, developing, rewarding and retaining a diverse global team. Our Board is invested in us; the Compensation and Leadership Development Committee of our Board oversees workforce and senior management compensation and development, and our Board of Directors is invested in our talent management strategies, culture, leadership quality development and overall engagement.

Diversity, Equity and Inclusion (DEI): Our mission is to increase our global representation of underrepresented groups at all levels (diversity), where everyone has an opportunity for development and advancement (equity) and is able to bring their whole selves to work and feel valued every day (inclusion). This mission is built upon four foundational pillars: (1) measurement and accountability; (2) fostering an inclusive environment; (3) diversifying our workforce; and (4) employee development and retention, which are designed to support our ability to attract, retain and develop the best talent in cybersecurity.
Diversifying our workforce was a strategic talent goal for fiscal year 2021, and we have made progress in increasing representation. As of April 2, 2021, women represented 33% of our workforce and held positions in 30% of our leadership. In addition, as of April 2, 2021, women represented 44% of our Board.
In support of our Diversifying Our Workforce pillar, we became approved as a Work180 partner company, a women-focused recruitment site that only lists career opportunities from employers that support diversity, inclusion, and flexibility. In addition to WORK180, we post positions on several diverse recruiting sites, including Black Tech Jobs, Jobs for Her, and Women Who Code.
As part of ongoing focus on employee and development, we have participated in McKinsey & Company’s Black Leadership Academy since November 2020 to help accelerate the progression of Black leaders in the company. Participants attended either a three-month Black Executive Leadership Program, designed for senior leaders looking to further develop their leadership capabilities, or a six-month Management Accelerator, designed to support ongoing career progression for high performing early to mid-career managers.

NLOK Communities: In FY21, we launched seven employee resource groups, called NLOK Communities, as a platform for communities of employees to come together as allies, to learn, support, mentor, and celebrate with one another. We believe these groups play a vital role in helping create an inclusive work culture where everyone feels seen, heard, respected, and valued.

Employee Development, Engagement and Training: Feedback from our employees is critical in designing and refining our human capital management strategy. We regularly seek both candid and structured input from our employees by conducting a quarterly Ngage pulse survey on a targeted topic. We are invested in providing a productive, supportive, and inclusive environment for our teams with a focus on learning and development across all levels where flexibility and choice are guiding principles.

Human Capital Governance: We partner closely with our Board and the Compensation and Leadership Development Committee on our strategies and objectives related to talent management, talent acquisition, leadership development, retention and succession, DEI, and employee engagement.
   Environmental, Social and Governance (ESG)
NortonLifeLock’s commitment to corporate responsibility is a critical anchor of the NortonLifeLock’s corporate mission and operating philosophy. We strive to bring together our people, passions, and powerful technology to support social and environmental priorities that foster a safer and more sustainable future for consumers, their digital information, and the world.

ESG Oversight: The Nominating and Governance Committee of our Board has oversight of ESG issues, and receives quarterly updates on topics such as diversity, ethics, environmental stewardship, and community investment.
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Our Head of Corporate Responsibility serves as the central coordinator for our corporate responsibility and ESG efforts and reports regularly to the Nominating and Governance Committee of the Board.

ESG Program: NortonLifeLock is committed to conducting its business with attention to, and respect for, ethical operations, a diverse and inclusive workforce, the environment, and positive societal impact. The outputs of a diligent environmental, social, and governance issue prioritization analysis, as well as ongoing engagement with our customers, employees, communities, shareholders, and other stakeholders, helps us to identify our ESG priorities, opportunities, and risks, and guides our ESG strategy and disclosures. Our ESG priorities include the below examples.

Environmental Stewardship: Protecting our planet is key to ensuring a safe and sustainable future. NortonLifeLock focuses its efforts across the following pillars: climate and energy; sustainable products and supply chain; engagement; and reporting. We work to reduce greenhouse gas (GHG) emissions by creating efficiencies and by utilizing renewable energy. We achieved an 18% reduction in GHG emissions between FY20 and FY21 and in FY21, 21% of our electricity was renewable via Renewable Energy Credits. We also work to reduce the environmental footprint of our products across their life cycle and promote high standards for environmental stewardship in our supply chain. We engage with our employees and partner with nongovernmental organizations in an effort to accelerate and amplify our environmental impact and seek to be transparent on our progress and commitments.

Human Capital Management and Diversity, Equity and Inclusion: NortonLifeLock is committed to building a strong and passionate team, which is inclusive and diverse. Please see the section Human Capital Management, above, for our combined efforts on these important topics.

Community Impact: We support the communities where our team members live and work. Our community impact program includes donating products to nonprofit organizations; corporate giving to charitable organizations furthering digital safety education, diversity, equity, and inclusion, environmental action, and disaster response; and leveraging our unique expertise in signature programs that increase digital safety and online privacy literacy, including helping protect families, women peacebuilders, and domestic violence survivors. In FY21, approximately 9,900 nonprofits received product donations.

Ethics: NortonLifeLock is committed to conducting its business in an ethical and lawful manner. Our reputation is a valuable business asset, and ethical and legal conduct at all levels of our business is essential for our continued success. The NortonLifeLock Code of Conduct aligns our business practices with our values and defines what we expect of all directors, officers, employees, interns, and contractors of NortonLifeLock, as well as third parties acting on behalf of the company. It is offered in four languages (English, French, German and Japanese).

Product Innovation: As cyberthreats evolve, we work to deliver a portfolio that helps protect each aspect of our customers’ digital lives. To do this, we embrace innovation and have developed a global research and development strategy across our Cyber Safety platform. Our Engineering and Product Management teams are focused on delivering new versions of existing offerings, as well as developing entirely new offerings to drive the company’s global leadership in Cyber Safety.
We are proud to be named to many of the world’s leading environmental, social, and governance benchmarks.
[MISSING IMAGE: tm2120797d1-ph_prod4c.jpg]
More information is available in our 2020 Corporate Responsibility Report, and we plan to release our 2021 Environmental, Social, and Governance report in September 2021.
 
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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 nine persons to serve as directors for the term beginning at the Annual Meeting on September 14, 2021: Susan P. Barsamian, Eric K. Brandt, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Kenneth Y. Hao, Emily Heath, Vincent Pilette and Sherrese M. Smith. Each director will be elected on an annual basis. Emily Heath and Sherrese M. Smith, directors who were both appointed in January 2021, were recommended by the Nominating and Governance Committee after an extensive and careful search was conducted by the Committee and numerous candidates were considered.
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 July 1, 2021, and other information about each nominee is shown below.

Name
Age
Principal Occupation
Director
Since
Susan P. Barsamian 62 Director 2019
Eric K. Brandt 59 Director 2020
Frank E. Dangeard 63 Managing Partner, Harcourt 2007
Nora M. Denzel 58 Director 2019
Peter A. Feld 42
Managing Member and Head of Research, Starboard Value LP
2018
Kenneth Y. Hao 52 Chairman and Managing Partner, Silver Lake Partners 2016
Emily Heath 47 SVP, Chief Trust & Security Officer, DocuSign 2021
Vincent Pilette 49 CEO 2019
Sherrese M. Smith 49 Partner, Paul Hastings 2021
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[MISSING IMAGE: ph_suebarsamian-4c.jpg]
Susan P. Barsamian
Director
Age: 62
Director Since: 2019
Committee Memberships: Compensation | Nominating & Governance (Chair) | Technology and Cybersecurity
Other Current Public Boards: Box, Inc.
From 2006 to 2016, Ms. Barsamian served in various executive roles at Hewlett Packard including Chief Sales and Marketing Officer for HPE Software and General Manager of the Enterprise Cybersecurity Products business. Prior to joining Hewlett Packard, Ms. Barsamian was Vice President, Global Go-to-Market for high growth Mercury Interactive, Senior Vice President Marketing for Critical Path and held various leadership roles at Verity where she was based in London for four years. Ms. Barsamian serves on the board of directors of Box, Inc and Five9, Inc. She received a Bachelor of Science degree in Electrical Engineering from Kansas State University and completed post-graduate studies at the Swiss Federal Institute of Technology.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combination and Partnership Experience

Financial Experience

Sales, Marketing and Brand Management Experience
[MISSING IMAGE: ph_ericbrandt-4c.jpg]
Eric K. Brandt
Director
Age: 59
Director Since: 2020
Committee Memberships: Audit (Chair)
Other Current Public Boards: Dentsply Sirona Inc. | LAM Research Corporation | The Macerich Company
Eric K. Brandt served as the Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, from February 2010 until February 2016, and he served as its Senior Vice President and Chief Financial Officer from March 2007 until February 2010. From September 2005 until March 2007, Mr. Brandt served as CEO and President and member of the Board of Avanir Pharmaceuticals, Inc. Beginning in 1999, he held various positions at Allergan, Inc., a global specialty pharmaceutical company, including Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, Mr. Brandt spent ten years with The Boston Consulting Group, a privately-held global business consulting firm, most recently serving as Vice President and Partner.
Mr. Brandt serves as the Chairman of the Board of Directors of Dentsply Sirona Inc., a dental product solutions company, and as a member of the Board of Directors of LAM Research Corporation, a semiconductor equipment company and The Macerich Company, a real estate investment trust. Mr. Brandt also previously served on the Board of Directors of Altaba Inc. (formerly Yahoo! Inc.) from 2016 to 2017. Mr. Brandt also currently serves as a member of the Georgia Tech President’s Advisory Board. Mr. Brandt earned an M.B.A. degree from the Harvard Graduate School of Business and a B.S. degree in chemical engineering from the Massachusetts Institute of Technology.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience

Sales, Marketing and Brand Management Experience
 
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[MISSING IMAGE: ph_frankdangeard-4c.jpg]
Frank E. Dangeard
Chairman of the Board
Managing Partner, Harcourt
Age: 63
Director Since: 2007
Committee Memberships: Audit | Nominating & Governance
Other Current Public Boards: NatWest Group plc (U.K.) | Arqiva Group Limited (U.K.) | IHS Holding Limited (Mauritius)
Frank E. Dangeard joined NortonLifeLock’s Board of Directors in January 2007. He was appointed Chairman of the Board of Directors of NortonLifeLock in December 2019. He is Managing Partner of Harcourt. From September 2004 to February 2008 he was Chairman and CEO of Thomson SA (France)). From 2002 to September 2004, he was Deputy CEO of Orange S.A. (formerly France Télécom S.A. (France)). He joined Thomson SA (France) in 1997 as Deputy CEO and was appointed Vice Chairman in 2000. Prior to joining Thomson SA, Mr. Dangeard was Managing Director of SG Warburg & Co. Ltd. (U.K.) and Chairman of SG Warburg France. Before joining SG Warburg, Dangeard was a lawyer with Sullivan & Cromwell LLP in New York and London.
Mr. Dangeard also serves on the Board of Directors of the NatWest Group (ex. RBS Group, U.K.), Arqiva Group Limited (U.K.) and IHS Holding Limited (Mauritius). He is Chairman of NatWest Markets (U.K.), the investment banking arm of NatWest Group. He graduated from the Ecole des Hautes Etudes Commerciales, the Paris Institut d’Etudes Politiques and from Harvard Law School. Mr. Dangeard splits his time between Europe and the United States.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience

Sales, Marketing and Brand Management Experience
[MISSING IMAGE: ph_noradenzel-4c.jpg]
Nora M. Denzel
Director
Age: 58
Director Since: 2019
Committee Memberships: Audit | Compensation | Technology and Cybersecurity
Other Current Public Boards: Advanced Micro Devices, Inc. (AMD) | Telefonaktiebolaget LM Ericsson | SUSE SA
Nora M. Denzel previously served as interim CEO of Outerwall Inc, an automated retail solutions provider, from January to August 2015. Prior to Outerwall, Ms. Denzel held senior executive management positions from February 2008 through August 2012 at Intuit Inc., a consumer/SMB 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., and Telefonaktiebolaget LM Ericsson (Sweden) and SUSE SA. She serves on the non-profit board of the National Association of Corporate Directors. 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:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience

Sales, Marketing and Brand Management Expertise
 
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[MISSING IMAGE: ph_peterfeld-4c.jpg]
Peter A. Feld
Director
Managing Member and Head of Research, Starboard Value LP
Age: 42
Director Since: 2018
Committee Memberships: Compensation (Chair) | Nominating and Governance
Other Current Public Boards: Magellan Health, Inc. | GCP Technologies Inc.
Peter A. Feld has served as a Managing Member and Head of Research of Starboard since April 2011. Mr. Feld currently serves as Chair of the board of directors of GCP Applied Technologies Inc., and as a member of the board of directors of Magellan Health, Inc., a healthcare company, since March 2019. Mr. Feld previously served on the boards of directors of a number of companies including AECOM, from November 2019 to June 2020, 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, Tessera Technologies, Inc. (n/k/a Xperi Corporation) from June 2013 to April 2014 and Integrated Device Technology, Inc. from June 2012 to February 2014. Mr. Feld received a Bachelor of Arts degree in Economics from Tufts University.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience

Sales, Marketing and Brand Management Experience
[MISSING IMAGE: ph_kennethhao-4c.jpg]
Kenneth Y. Hao
Director
Chairman and Managing Partner, Silver Lake Partners
Age: 52
Director Since: 2016
Committee Memberships: None
Other Current Public Boards: SolarWinds Corporation | Splunk Inc.
Kenneth Hao joined NortonLifeLock’s Board of Directors in March 2016. He is Chairman and Managing Partner of Silver Lake. Prior to joining Silver Lake Partners in 2000, Mr. Hao was with Hambrecht & Quist, where he served as a Managing Director. Mr. Hao serves as a director on the Boards of Directors of Silver Lake’s portfolio companies including SolarWinds Corporation and Splunk Inc. He also serves on the Executive Council for UCSF Health. Mr. Hao graduated from Harvard College with an A.B. in Economics.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience

Sales, Marketing and Brand Management Experience
 
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[MISSING IMAGE: ph_emilyheath-4c.jpg]
Emily Heath
Director
SVP, Chief Trust & Security Officer, DocuSign
Age: 47
Director Since: 2021
Committee Memberships: Audit | Technology and Cybersecurity (Chair)
Other Current Public Boards: None
Emily Heath joined NortonLifeLock’s Board of Directors in January 2021. Ms. Heath has served as Senior Vice President, Chief Trust and Security Officer at DocuSign, Inc. since October 2019. Prior to that, Ms. Heath served as Vice President, Chief Information Security Officer at United Airlines, Inc. from February 2017 through October 2019. Before joining United Airlines, Ms. Heath held numerous positions at AECOM, an infrastructure consulting firm, from 2013 through 2017, most recently as its Vice President, Chief information Security Officer. Ms. Heath is a former Detective with the British Police where she led investigations into large scale investment frauds, identity theft and money laundering cases working with London’s Serious Fraud Office, the FBI and the SEC. Ms. Heath currently serves on the Board of Directors of LogicGate, Inc., a private cloud-based governance, risk and compliance management company. She went to school in the United Kingdom and is trained in multiple areas of investigations, risk and security.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience

Sales, Marketing and Brand Management Experience
[MISSING IMAGE: ph_vincentpilette-4c.jpg]
Vincent Pilette
CEO & Director
Age: 49
Director Since: 2019
Committee Memberships: None
Other Current Public Boards: None
Vincent Pilette has substantial expertise at technology companies, with over 20 years of management experience in the U.S. and EMEA. As Chief Financial Officer, Mr. Pilette played a key role in the sale of the Enterprise Security assets to Broadcom and led key restructuring initiatives at NortonLifeLock. Upon the closing the Broadcom transaction, Mr. Pilette was named Chief Executive Officer of NortonLifeLock by the Board and led the Company to become a leader in Consumer Cyber Safety. Prior to joining NortonLifeLock in May 2019, Mr. Pilette served as Chief Financial Officer of Logitech International S.A. (Switzerland), a consumer electronics company listed on the Nasdaq Global Market and the SIX Swiss Exchange. From September 2013 to May 2019 he was responsible for the company’s financial strategies and worldwide finance organization, managing consolidated revenues of almost three billion dollars. In addition, Mr. Pilette was a key partner to Logitech’s CEO to shape and direct the implementation of all aspects of the company’s business strategies. Prior to Logitech, Mr. Pilette served as Chief Financial Officer of Electronics for Imaging (EFI), a global technology imaging company, and as Vice President of Finance for Hewlett Packard Enterprise’s multi-billion-dollar server, storage and networking business.
Mr. Pilette holds an M.S. in engineering and business from Université Catholique de Louvain in Belgium and an M.B.A. from Kellogg School of Management at Northwestern University in Chicago.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience
 
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[MISSING IMAGE: ph_sherrese-4c.jpg]
Sherrese M. Smith
Director
Partner, Paul Hastings LLC
Age: 49
Director Since: 2021
Committee Memberships: Nominating & Governance | Technology and Cybersecurity
Other Current Public Boards: Cable One, Inc.
Sherrese Smith joined NortonLifeLock’s Board of Directors in January 2021. Ms. Smith has served as a corporate partner at Paul Hastings LLP, a global law firm, since 2013, where she is a member of the firm’s media, technology and telecommunications practice and currently serves as Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith regularly counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response issues across various jurisdictions (including the U.S., EU, and Asia). Prior to joining Paul Hastings, Ms. Smith served as Chief Counsel to Chairman Julius Genachowski at the Federal Communications Commission from 2009 to 2013, before which she was Vice President and General Counsel of Washington Post Digital, and served in other leadership positions from 2002 to 2009. Ms. Smith also currently serves as a member of the Board of Directors of Cable One, Inc., a broadband communications provider. Ms. Smith holds a bachelor’s degree in Finance from the University of South Carolina and a Juris Doctor from the Northwestern University Pritzker School of Law.
Director Qualifications:

Cyber Safety, Technology Expertise

Leadership Experience

Public Company Board Experience

Strategic Transformation Experience

Business Combinations and Partnerships Experience

Financial Experience

Sales, Marketing and Brand Management Experience
   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 NortonLifeLock.
   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 NortonLifeLock. 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 five 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 34 of this proxy statement. As of July 1, 2021, all our directors had either met their stock ownership requirement or had remaining time to do so.
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Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board determined the non-employee directors’ compensation for FY21 as follows.
2021 Annual Retainers:
All Non-Employee Directors $ 50,000
Lead Independent Director/Independent Chairman $ 75,000
Audit Committee Chair $ 15,000
Compensation Committee Chair $ 15,000
Nominating and Governance Committee Chair $ 10,000
Technology and Cybersecurity Committee Chair $ 10,000
Audit Committee Membership $ 15,000
Compensation Committee Membership $ 10,000
Nominating and Governance Committee Membership $ 5,000
Technology and Cybersecurity Committee Membership $ 5,000
Committee chairs are entitled to receive the committee membership retainer in addition to the committee chair retainer.
The payment of the annual cash retainer is subject to the terms of NortonLifeLock’s 2013 Equity Incentive Plan and the 2000 Director Equity Incentive Plan, as amended, which allow 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 NortonLifeLock 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 our 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 predetermined dollar value, which was $260,000 for FY21.
2021 Annual Equity Awards:
All Non-Employee Directors $ 260,000
   Fiscal 2021 Director Compensation
The following table provides information for FY21 compensation for all of our current and former non-employee directors:
Fees Earned or
Paid in Cash ($)
Stock Awards
($)(1)(2)(3)
Total ($)
Susan P. Barsamian 25,016 309,984 335,000
Eric K. Brandt 23,505 309,984 333,489
Frank E. Dangeard 95,016 309,984 405,000
Nora M. Denzel 75,004 259,996 335,000
Peter A. Feld 30,016 309,984 340,000
Kenneth Y. Hao 16 309,984 310,000
Emily Heath 12,651 52,844 65,495
David W. Humphrey 16 309,984 310,000
Sherrese M. Smith 841 63,005 63,846
V. Paul Unruh*(4) 13,053 134,530 147,582
*
Former Director
(1)
The aggregate full grant date fair value for each directors’ annual stock award and retainer fee elected to be paid in stock was calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for awards granted during FY21.
(2)
Each non-employee director, other than Ms. Heath, Ms. Smith and Mr. Unruh, was granted 12,852 RSUs on May 19, 2020, with a per share fair value of $20.23 and an aggregate grant date fair value of $259,996. Ms. Heath and Ms. Smith was granted 2,543 RSUs on January 19, 2021, with a per-share fair value of $20.78 and an aggregate grant date fair value of $52,844. See footnote 4 with respect to Mr. Unruh.
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(3)
In lieu of cash, each non-employee director, other than Ms. Denzel and Ms. Heath, elected to receive 100% of his or her annual retainer fee in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, each was granted 2,471 shares at a per share fair value of $20.23 and an aggregate grant date fair value of $ 49,988, except for Ms. Smith who received 489 shares at a per share fair value of $20.78 and an aggregate grant date fair value of $10,161. See footnote 4 with respect to Mr. Unruh.
(4)
Mr. Unruh’s fees and stock award were prorated to reflect his service as an independent director from April 4, 2020 through September 8, 2020, Mr. Unruh’s last date of service as a director. Mr. Unruh was granted 5,578 RSUs on May 19, 2020 with a per-share fair value of $20.23 and an aggregate grant date fair value of $112,843. Mr. Unruh elected to receive his annual retainer fee in the form of common stock and received 1,072 shares at a per share value of $20.23 and an aggregate grant date fair value of $21,687.
THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NINE 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 year 2022. 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 year 2021. Representatives of KPMG are expected to attend the Annual Meeting with the opportunity to make a statement and respond to appropriate questions from stockholders present at the Annual 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 2021 and 2020. 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 2021 and 2020 for each of the following categories of services are as follows:
Fees Billed to NortonLifeLock
FY21
FY20
Audit fees(1)
$ 7,021,702 $ 11,256,727
Audit related fees(2)
67,366
Tax fees(3)
238,925 45,059
All other fees(4)
Total fees
$ 7,260,627 $ 11,369,152
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 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 year 2021 reflect these significant changes to our management team and to our business while promoting our pay-for-performance philosophy and corporate governance best practices.
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.
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 2021 Annual Meeting of Stockholders.
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3
 
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PROPOSAL NO. 4
STOCKHOLDER PROPOSAL
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: Bryan Ko, Corporate Secretary, 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281, telephone: (650) 527-8000.
Proposal 4 — Independent Board Chairman
Shareholders request that the Board of Directors to adopt as policy, and amend the bylaws if necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy could be phased in for the next CEO transition.
If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is temporarily waived if in the unlikely event no independent director is available and willing to serve as Chair.
This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. NortonLifeLock shareholders gave 40% support to this proposal topic in 2019. This impressive support may have represented a near majority vote from the NLOK shares that have access to independent proxy voting advice.
In spite of management text claiming that management is committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them, NLOK management rolled out the unwelcome mat for the 2019 proposal by including a management electioneering statement on the ballot itself. And NLOK management discouraged shareholders from even reading the 2019 proposal.
The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

The role of the CEO and management is to run the company.

The role of the Board of Directors is to provide independent oversight of management and the CEO.

There is a potential conflict of interest for a CEO to have the oversight role of Chairman.
The 2020 Lowe’s (LOW) annual meeting proxy said Lowe’s directors determined that having a separate Chairman and Chief Executive Officer affords the CEO the opportunity to focus his time and energy on managing the business and allows the Chairman to devote his time and attention to Board oversight and governance.
It is also important to have an independent board chairman as the shareholder watchdog and help make up for the 2020 silencing of shareholders at shareholder meetings with the widespread substitution of online shareholder meetings. Online shareholder meetings, which are a shareholder engagement and transparency wasteland, are so easy for management that management will never want to return to in-person shareholder meetings.
With tightly controlled online shareholder meetings everything is optional. For instance management reporting on the status of the company and answers to shareholder questions are both optional. And the managements of hundreds of companies do not even announce the voting percentages for ballot items during online shareholder meetings.
Please vote yes:
Independent Board Chairman — Proposal 4
 
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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 of Directors 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 a decade, NortonLifeLock has, as a practice, maintained a separate independent Board chair and continues to do so.
Our current independent Chair of the Board has provided strong independent oversight during NortonLifeLock’s most transformative events.
Since January 2013, one of our independent directors, has served as non-executive Chair of the Board. Frank E. Dangeard has served as Chair of the Board of NortonLifeLock since December 2019. Prior to that, Daniel H. Schulman served as non-executive Chair from January 2013 to December 2019. Mr. Dangeard has and continues to demonstrate strong leadership, independent thinking and a deep understanding of our business due to his tenure as an independent director since January 2007. Since being appointed as the Chair of the Board, Mr. Dangeard has worked with the rest of the Board of Directors to oversee our transformation into a pure-play consumer Cyber Safety company following the sale of our Enterprise Security assets to Broadcom.
While our Board’s longstanding Board leadership structure reflects separation in the roles of Chair and CEO and our practice has been to maintain a separate independent Board chair, 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,” the Board of Directors retains the flexibility to determine on a case-by-case basis whether the CEO, or an independent director, should serve as Chair. The Board of Directors 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 NortonLifeLock and stockholders as circumstances warrant. The Board of Directors 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.
Our corporate governance policies and practices further promote effective, independent Board oversight.
In addition to having an independent Chair of the Board, the Board of Directors has adopted policies and practices that provide our stockholders with meaningful rights and further promote Board independence and effective oversight of management.
Regardless of what leadership structure the Board of Directors may determine to adopt in the future, our Corporate Governance Guidelines provide for appointment of a Lead Independent Director who will have well-defined powers and duties in situations where the Chair of the Board is not independent. The Lead Independent Director will perform such duties as may be specified by the Board, which will include, but are not limited to; (i) presiding at all meetings of the Board of Directors at which the Chair is not present, including executive sessions of the independent directors; (ii) facilitating communication and serving as liaison between the Chair and the independent directors; (iii) approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; and (iv) calling meetings of the independent directors and communicating with major stockholders.
Our commitment to independent Board oversight does not end there. All the members of the Board of Directors, other than the CEO, are independent. Our Corporate Governance Guidelines also 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.
The Board of Directors also has been significantly refreshed as seven of the eight independent directors standing for election at the Annual Meeting have served since 2016 or later, and five of these directors have served since 2018 or later.
The Board of Directors 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 NortonLifeLock’s ability to adapt to new challenges and implement long-term leadership transitions.
 
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Vote Required
This Proposal No. 4 is advisory in nature and would constitute a recommendation to the Board of Directors 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 of Directors unanimously believes that this proposal is not in the best interests of NortonLifeLock or its stockholders, and recommends that you vote “AGAINST” Proposal 4.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” PROPOSAL 4
WITH RESPECT TO INDEPENDENT BOARD CHAIRMAN.
PROXIES RECEIVED BY NORTONLIFELOCK WILL BE VOTED “AGAINST
THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.
 
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OUR EXECUTIVE OFFICERS
The names of our executive officers at July 1, 2021, their ages as of July 1, 2021 and their positions are shown below.
Name
Age
Position
Vincent Pilette 49 Chief Executive Officer
Natalie M. Derse 43 Chief Financial Officer
Bryan Ko 50
Chief Legal Officer, Secretary and Head of Corporate Affairs
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.
Ms. Derse has served as our Chief Financial Officer since July 2020. Ms. Derse previously served in numerous financial capacities with eBay, Inc., a global commerce marketplace, from July 2011 through July 2020, most recently as its Vice President and Chief Financial Officer, Global Product, Platform, Payments, Risk and Trust and previously as Vice President of Finance, Chief Audit Executive, Vice President, CFO Americas, Vice President, Americas Business Operations & General Manager Rest of Americas, and Senior Director, Global FP&A. Prior to joining eBay, Ms. Derse served in a variety of capacities at Stanley Black & Decker, Inc., a manufacturer of hand and power tools, from February 2008 through July 2011. Before that, Ms. Derse spent over ten years in numerous financial roles with General Electric Company, a global digital industrial company. Ms. Derse holds a Bachelor of Science degree in finance from the University of Dayton, Ohio.
Mr. Ko has served as our Chief Legal Officer, Secretary and Head of Corporate Affairs since January 2020. Before joining NortonLifeLock, Mr. Ko served as Logitech International’s general counsel, corporate secretary and head of corporate development from January 2015 through January 2020. Prior to joining Logitech, he was general counsel and corporate secretary for Fuhu, Inc., a late stage startup in 2014. From 2000 to 2014, he served in a variety of legal roles at Electronics For Imaging, Inc., including the last six years as general counsel and vice president of strategic relations. Prior to joining EFI, Bryan was an associate at Shearman & Sterling in the firm’s Mergers & Acquisitions and Real Property groups. He received his M.B.A. and Bachelor of Arts degrees from UC Berkeley and his J.D. from Rutgers University School of Law.
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of July 1, 2021, 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 56 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 581,266,565 shares of NortonLifeLock common stock outstanding as of July 1, 2021. Shares of common stock subject to stock options and restricted stock units vesting on or before August 30, 2021 (within 60 days of July 1, 2021) 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.
   Five Percent Owners of Common Stock
Shares Beneficially Owned
Name and Mailing Address
Number
Percent
Vanguard Group Inc.(1)
PO Box 2600, V26, Valley Forge, PA 19482-2600
63,109,995 10.9%
Capital World Investors(2)
333 South Hope Street, Los Angeles, CA 90071
62,704,639 10.8%
BlackRock, Inc.(3)
55 East 52nd Street, New York, NY 10055
48,373,601 8.3%
FMR LLC(4)
245 Summer Street, Boston, MA 02210
34,846,767 6.0%
(1)
Based solely on a Schedule 13G/A filing made by The Vanguard Group on February 10, 2021, The Vanguard Group has shared voting power over 1,063,555 shares, sole dispositive power over 60,442,986 shares and shared dispositive power over 2,667,009 shares.
(2)
Based solely on a Schedule 13G/A filing made by Capital World Investors on February 16, 2021, Capital World Investors has sole voting and sole dispositive power over 62,704,639 shares.
(3)
Based solely on a Schedule 13G filing made by the BlackRock, Inc. on February 5, 2021, BlackRock, Inc. has sole voting power over 41,949,175 and sole dispositive power over 48,373,601 shares.
(4)
Based solely on a Schedule 13D/A filing made by FMR LLC and Abigail P. Johnson, a Director and the Chairman and the Chief Executive Officer of FMR LLC on February 8, 2021, FMR LLC has sole voting over 2,731,323 shares and sole dispositive power over 34,846,767 shares
   Security Ownership of Executive Officers and Directors
Shares Beneficially Owned
Name
Number
Percent
Peter A. Feld(1) 16,756,680 2.9%
Vincent Pilette(2) 1,292,024 **
Samir Kapuria(3)* 370,818 **
Frank E. Dangeard 141,477 **
Kenneth Y. Hao(4) 88,211 **
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Shares Beneficially
Owned
Name
Number
Percent
Bryan S. Ko 48,709 **
Susan P. Barsamian(5) 47,444 **
Matthew C. Brown(6)* 38,336 **
Eric K. Brandt(7) 29,326 **
Natalie M. Derse 28,508 **
Nora M. Denzel 26,148 **
Sherrese M. Smith 15,250 **
Emily Heath 14,761 **
All Current Directors and Executive Officers as a Group (11 Persons) 18,488,538 3.2%
*
Former officer
**
Less than 1%
(1)
Includes 16,704,454 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. This stockholder’s address is 777 Third Avenue, New York, New York 10017.
(2)
Includes 620,477 shares held by the VPJW Revocable Trust for which Mr. Pilette exercises voting and dispositive power.
(3)
Beneficial ownership data is current through Mr. Kapuria’s departure date of November 6, 2020 and includes 328,410 shares issued as settlement of RSUs and PRUs after his departure date.
(4)
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.
(5)
Shares held by the Romans-Barsamian Revocable Trust for which Ms. Barsamian exercises voting and dispositive power.
(6)
Beneficial ownership data is current through Mr. Brown’s departure date of November 6, 2020 and includes 15,000 shares issued as settlement of options and 23,336 shares issued as settlement of RSUs up to and after his departure date.
(7)
Shares held by The Brandt Family Trust for which Mr. Brandt exercises voting and dispositive power.
NortonLifeLock has adopted a policy that executive officers and members of the Board hold an equity stake in NortonLifeLock. 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 Mr. Brown who filed a late From 4 on June 2, 2020 to report the sale of shares acquired through NortonLifeLock’s 2008 Employee Stock Purchase Plan, which were sold through a quick sale program on August 16, 2019.
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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 year 2021 (“FY21”) executive compensation program and the FY21 compensation decisions made by the Compensation Leadership and Development Committee (the “Compensation Committee”) with respect to the executive officers and former executive officers who are identified in the “Summary Compensation Table” below (“NEOs”):
   NEOs
Named Executive Officer
Title
Vincent Pilette Chief Executive Officer (“CEO”)
Natalie Derse(1) Chief Financial Officer (“CFO”)
Bryan Ko
Chief Legal Officer, Corporate Secretary and Head of Corporate Affairs
Matthew Brown(2) Former Interim Chief Financial Officer
Samir Kapuria(3) Former President
(1)
Ms. Derse was appointed CFO on July 8, 2020.
(2)
Mr. Brown ceased serving in his position as Interim Chief Financial Officer and Chief Accounting Officer on November 6, 2020.
(3)
Mr. Kapuria ceased serving in his position as President on November 6, 2020.
Executive Compensation Summary
   About NortonLifeLock
NortonLifeLock has the largest Consumer Cyber Safety platform in the world, empowering nearly 80 million users in more than 150 countries. Our business is built around consumers, as we are the trusted and number one top of mind brand in consumer Cyber Safety.1
Today’s world is increasingly digital, and this digital world has changed the way we live our lives every day. Between the massive shift to working and learning from home, and the ever-growing utility and opportunities to play and transact online, people’s digital lives have become the norm. With each new digital interaction comes increased risk for consumers, as cyber criminals look to take advantage of this accelerating trend. This is why we view ourselves as a trusted ally for our customers in a complex digital world and are committed to advancing our mission of protecting each element of their digital lives.
We maintain a global, multi-channel direct acquisition and brand marketing program. This program is designed to grow our customer base by increasing brand awareness and understanding of our products and services, and maximizing our global reach to prospective customers.
We help prevent, detect and restore potential damages caused by many cyber criminals. We also make it easy for consumers to find, buy and use our products and services. To this end, we sell subscription-based Cyber Safety solutions primarily direct-to-consumer through our Norton and Avira websites, and indirectly through partner relationships with retailers, telecom service providers, hardware original equipment manufacturers (OEMs), and employee benefit providers. Most of our subscriptions are sold on either annual or monthly terms. As of April 2, 2021, we have nearly 80 million total users, which come from direct, indirect, and freemium channels. Of the total users, we have 23 million direct customers with whom we have a direct billing relationship, and we have 30 million free users.
   Executive Compensation Philosophy and Practices
FY21 marked the first full year as a stand-alone pure consumer Cyber Safety company. Our Compensation Committee recognized this important milestone for our company in designing and adopting its executive compensation philosophy and program for FY21: provide a simple, investor friendly mix of short and long-term compensation that promotes value
1
Based on 2020 NortonLifeLock brand tracking study.
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creation for our company and our stockholders and real rewards and consequences for our executive team for actual performance. Nothing more, nothing less.
   Our Compensation Philosophy
Drive Business Success
Our executive compensation program is designed to drive our success as a market leader in cybersecurity.
Pay for Performance
Our focus is to reward for outstanding company and individual performance, team success, and quantitative results that drive our short- and long-term company objectives; we aim to closely align the majority of our executive officers’ overall target total compensation via long-term performance-based incentives.
Attract and Retain
We aim to attract and retain high performing and talented executive officers while maximizing long-term stockholder value.
Balancing and Aligning Interests with Stockholders
Equity awards with multi-year vesting and performance requirements help align our executive officers’ pay with the creation of long-term shareholder return. In addition, we are sensitive to how equity investments will impact our cost structure and stockholder dilution.
The compensation received by our NEOs in for FY21 reflects the positive business results and highlights from this past year:
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Note: Pro-Forma bookings growth excludes impact of extra week in Q1 FY20, ID Analytics (divested in Q4 FY20). All results presented exclude enterprise dedicated revenues and costs. See Annex A for reconciliation of non-GAAP operating margin from GAAP to non-GAAP and definitions of Bookings, Direct Customer Count, Retention Rate and ARPU.
The following table presents a summary of the FY21 executive compensation program and results.
Component
Metric(1)
Achievement (as
a percentage of target)
Funding
FY21 Executive Annual Incentive Plan (EAIP)
FY21 Non-GAAP Profit Margin Operating Gate 51.2%(2) Operating Gate Achieved
FY21 Bookings 105% 171%
FY21 EAIP Total (reduced)(3)
150%
FY21 Performance-based Restricted Stock Units(4)
50% based on 3-year total shareholder return (“TSR”) relative to the Nasdaq NA NA
50% based on CAGR for revenue NA NA
FY20 Performance-based Restricted Stock Units(4)
3-year total shareholder return (“TSR”) relative to the S&P 500 NA NA
(1)
Please see discussion in the CD&A section of this proxy statement below for more detail regarding how these metrics are calculated.
(2)
Excludes stranded costs.
(3)
CLDC used negative discretion to reduce actual achievement and funding of 171% to 150% at management’s request.
(4)
Achievement certified by CLDC at end of three-year period.
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Our Compensation Committee designed our FY21 compensation program to be consistent with leading corporate governance and executive compensation practices:
   What We Do
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At risk pay
The majority of pay for our CEO and other NEOs is at risk and/or performance-based.
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Link to results
Our short-term incentive compensation is linked directly to our financial results and is modified by individual performance, except in the case of our CEO, whose compensation is entirely based on company performance. A significant portion of our long-term incentive compensation is linked directly to multi-year financial results or relative total shareholder return (TSR)
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Predetermined goals
We reward performance that meets our short and long-term predetermined goals.
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Capped payouts
We cap payouts under our incentive plans to discourage excessive or inappropriate risk taking by our NEOs.
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Peer group
We have a relevant peer group and reevaluate the peer group annually.
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Ownership guidelines
We have robust stock ownership guidelines for our executive officers and directors.
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Clawback policy
We have a comprehensive “clawback” policy, applicable to all performance-based compensation granted to our executive officers.
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Double-trigger acceleration
We only provide for “double-trigger” change-in-control payments and benefits for our executive officers.
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Capped severance
We limit any potential cash severance payments to not more than 1x our executive officers’ target total cash compensation and 2x our CEO’s total base salary.
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Independent consultant
Our Compensation Committee retains an independent compensation consultant.
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Say-on-pay
We hold an annual advisory vote on named executive officer compensation.
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Stockholder engagement
We seek feedback on executive compensation through stockholder engagement.
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Minimum vesting
We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions.
   What We Don’t Do
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No performance, no pay
We do not pay performance-based cash or equity awards for unsatisfied performance goals.
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No minimum payouts
Our compensation plans do not have minimum guaranteed payout levels.
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No auto increases
We do not provide for automatic salary increases or equity awards grants in offer letters or employment agreements.
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No short sales, hedging
With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock.
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No golden parachutes
We do not provide “golden parachute” excise tax gross-ups.
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No excessive severance
We do not provide excessive severance payments.
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No SERPs
We do not provide executive pension plans or SERPs.
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No excessive perks
We do not provide excessive perquisites.
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No repricing
We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.
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No unvested dividends
We do not permit the payment of dividend or dividend equivalents on unvested equity awards.
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   Say-On-Pay and Stockholder Engagement
At our 2020 Annual Meeting of Stockholders, we requested that our stockholders cast a non-binding advisory vote on the compensation of our fiscal year 2020 (“FY20”) NEOs, also known as a “say-on-pay” vote. This proposal passed with approximately 87.5% of the votes cast (excluding abstentions). The level of support at our 2020 Annual Meeting of Stockholder was considerably higher than in 2019; nevertheless, we conducted an extensive engagement effort in 2019 and 2020 with our stockholders. During 2020, we reached out to 15 of our top stockholders, representing nearly 49% of our outstanding capital stock to discuss our company prospects, including our executive compensation. Of those stockholders, we held meetings with 10 of them in which we discussed matters such as NortonLifeLock’s business model, NortonLifeLock’s executive compensation programs and goal settings and metrics. The remaining stockholders either confirmed they had no concerns, did not desire to have a meeting, or did not respond. Our FY21 executive compensation philosophy and programs reflect the feedback we received from our engagement with stockholders and investors during FY20 and FY21. For example, in light of the feedback we received in connection with the special compensation programs announced with the Broadcom transaction as disclosed in our FY20 CD&A, our FY21 compensation program does not include any special one-time awards or special vesting of equity awards outside of our standard practices.
At NortonLifeLock, we have an open line of communication with our stockholders and investors and continue to engage them for feedback on our programs.
   Compensation Components
Our FY21 compensation philosophy is reflected in the three key pillars of executive compensation: (i) base salary, (ii) short-term annual cash incentive awards and (iii) long-term equity incentive awards.
FY21 Component
Form of
Compensation
Performance Period
Metrics and Performance Criteria
Details
Base Salary Cash Annual NEO base salary changes reviewed annually by CEO (or Board for CEO changes). Page 42
Executive Annual Incentive Plan Cash Annual Bookings with non-GAAP profit margin as operating gate; individual performance goal modifier for NEOs other than CEO. Page 42
Equity Incentive Awards Restricted Stock Unit (RSU)
Vests annually over three years
Vests at the end of a three-year period
Service and time-based vesting.
50% of PRUs vest in full in May 2023 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index.
Page 45
Performance-based Restricted Stock Unit (PRU) 50% of PRUs vest in full in May 2023 based on achievement of compound annual growth rate (CAGR) for revenue measured over a multi-year period.
   Base Salary
Philosophy
Provide fixed compensation to attract and retain key executives.
Considerations
Salary reviewed and set annually by the Compensation Committee.
Salary levels include skill set, experience performance contribution levels, role, positioning relative to peer group and market and our overall salary budget.
Annual review by CEO for other executives.
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   Annual Cash Incentive Award
Philosophy
Establish appropriate, market competitive, short-term performance measures to help drive future growth and profitability.
Reward achievement of short-term performance measures consistent with financial plan
Target Amount Considerations
Relevant market and peer data.
Internal pay equity.
Desired market position for each NEO.
Operating Metrics Used
Bookings with non-GAAP profit margin operating gate.
Award Design Considerations
Metrics 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.
Direct impact on these metrics through skillful management and oversight.
Metrics established based on a range of inputs, including short-term growth objectives for our products, external market economic conditions, the competitive environment, our internal budgets and market expectations.
Performance payout curves set to substantially drive increased customer subscriptions and profit and in accordance with our FY21 financial plan.
CEO award payout is solely based on company financial performance.
Performance Conditions
Bookings with non-GAAP profit margin gate. Bookings are defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of bookings because it reflects customers’ demand for our products and services and to assist readers in analyzing our performance in future periods.
Non-GAAP profit margin is defined as GAAP profit, excluding stranded costs.
Individual performance assessment modifier (0-150%) except for CEO.
Employment through payout date.
   Equity Incentive Awards
Philosophy
Establish appropriate, market competitive, performance measures to substantially drive future short- and long-term growth and profitability.
Multi-year vesting and performance requirements that help align our NEOs’ pay with the creation of long-term shareholder return.
Provide meaningful and appropriate incentives for our short- and long-term success to attract and retain talent in a highly competitive market for talent.
Reward NEOs for creating stockholder value over long term.
Grant Mix
Equity awards are a mix of RSUs and PRUs.
For our current NEOs, the mix was 60% PRUs and 40% RSUs.
Target Amount Considerations
Factors used to determine target award amounts included: (i) relevant market and peer data; (ii) internal pay equity; and (iii) desired market position for each NEO.
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Award Consideration Amounts
NEOs’ responsibilities and anticipated future contributions.
NEOs’ past award amounts and amount of unvested equity held by each NEO.
Competitive market assessment.
Gains recognizable by the NEO from equity awards made in prior years.
Award Design Consideration
NEOs’ ability to drive long-term financial performance, including share price appreciation.
Metrics should align with long-term financial and operational goals and short-term strategy.
Performance of our peers.
Attract and retain valuable NEOs.
Vesting Conditions
100% of RSUs are time-based and generally vest annually over three years:
(33%/ 33% / 33%).
50% of PRUs vest in full in May 2023 based on achievement of 3-year relative TSR versus the Nasdaq Composite Index.
50% of PRUs vest in full in May 2023 based on achievement of CAGR for revenue.
   Appropriate Pay Mix
Our FY21 compensation philosophy is designed around “pay-for-performance” so that a large portion of our NEOs total direct compensation is “at-risk” or variable. In determining the mix of the various reward elements and the value of each component, the Compensation Committee takes into account the executive’s role, the competitiveness of the market for executive talent, company performance, individual performance, internal pay equity and historical compensation. The percentage of an executive officer’s compensation opportunity that is “at-risk,” or variable instead of fixed, is based primarily on the officer’s level of influence at NortonLifeLock. Executive officers generally have a greater portion of their pay at risk through short- and long-term incentive programs than the rest of our employee population because of their relatively greater responsibility and ability to influence NortonLifeLock’s performance.
As illustrated by the following charts, for FY21, approximately 92% of our current CEO’s target total direct compensation was at-risk and approximately 58% is performance-based, and on average approximately 89% of our other named executive officers’ compensation opportunity was at-risk compensation and approximately 51% is performance-based.
[MISSING IMAGE: tm2120797d1-pc_fiscal4c.jpg]
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   Base Salary
The following table presents each NEO’s annual base salary for FY21.
Named Executive Officer
FY20
Annual Salary
($)
Change in
Salary
(%)
FY21
Annual
Salary ($)
Vincent Pilette 650,000 26.9% 825,000
Natalie Derse NA 475,000
Bryan Ko 480,000 480,000
Former Executive Officers
Matthew Brown 330,000 330,000
Samir Kapuria 550,000 550,000
As presented in the table above, none of our NEOs received an increase in annual base salary other than Mr. Pilette. In May 2020, our Compensation Committee, recognizing that Mr. Pilette had not received an increase to his salary since being initially hired as our Chief Financial Officer in May 2019, determined that this increase for Mr. Pilette was appropriate given his increased responsibilities as CEO and his impact in improving NortonLifeLock’s financial performance following the Broadcom transaction.
   Executive Annual Incentive Plan (EAIP)
The following table presents each NEO’s target incentive opportunity for FY21 under the FY21 Executive Annual Incentive Plan (the “FY21 EAIP”) expressed as a percentage of base salary:
Named Executive Officer
FY21 Individual
Incentive Target (%)
FY21
Target
($)
Vincent Pilette 120 990,000
Natalie Derse 80 380,000
Bryan Ko 80 384,000
Former Executive Officers
Matthew Brown 40 132,000
Samir Kapuria 100 550,000
The amount of each NEO’s actual payout amount under the FY21 EAIP is generally based on the following formula. The Compensation Committee had discretion to adjust individual awards downward as appropriate by up to 25% of the amount of the incentive award that would otherwise be earned.
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Executive Annual Incentive Plan — Company Performance Metrics
The Compensation Committee selected NortonLifeLock performance metrics under the FY21 EAIP to create strong alignment between company performance and NEO annual incentive payouts.
Measure
Definition
Purpose
Bookings “Bookings,” as described in “Appendix A — Reconciliations” in this proxy statement.” Bookings aligns to NortonLifeLock’s growth objectives by incentivizing our executives to drive new customer subscriptions.
Profit Margin (%) — Operating Gate “Non-GAAP Profit Margin,” as described in “Appendix A — Reconciliations” in this proxy statement.” Non-GAAP profit margin aligns to our long-term business model to increase NortonLifeLock’s profitability.
The Non-GAAP profit margin served as the operating gate for the FY21 EAIP; a minimum of 50% or greater profit margin would need to be attained before any payout was made. If the minimum operating gate was attained, payout under the FY21 EAIP was achieved once a threshold level of bookings was achieved. The maximum possible payout for NortonLifeLock performance portion of the FY21 EAIP was 200%. The Compensation Committee established threshold, target and maximum performance goals for the bookings metric based primarily on NortonLifeLock’s financial plan for FY21. In addition, except for our CEO, the actual individual payouts could be further modified based on an individual performance factor that generally ranges from 0% to 150% based on the performance achievement against pre-established individual goals for FY21.
Bookings
Percent of Plan(1)
Funding (%)
Threshold
97% 0%
Target
100% 100%
Max
107% 200%
(1)
Funding based on linear interpolation for performance between threshold and target and target and maximum performance. We do not disclose actual dollar performance goals for competitive reasons.
Executive Annual Incentive Plan — Company Results
For FY21, the Compensation Committee confirmed that the Non-GAAP Profit Margin Operating Gate was achieved at 51.2%, excluding stranded costs. With respect to the Bookings metric, the Compensation Committee approved FY21 company achievement at 105% of plan, which would have resulted in funding at 171%. At the recommendation of the CEO, with the approval of the Compensation Committee, the payout amount was capped at 150% to align with the maximum
 
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funding under NortonLifeLock’s Annual Incentive Plan for non-executives to ensure internal equity. The following graph shows the threshold, target and maximum payouts under the FY21 EAIP, along with actual company performance and funding:
[MISSING IMAGE: tm2120797d1-lc_payout4c.jpg]
Executive Annual Incentive Plan — Individual Performance Assessment
Individual performance was evaluated, and taken into account when determining the FY21 EAIP payout for NEOs other than the CEO, and is based on both quantitative and qualitative results in the following key areas:

Financial and operational goals for the executive’s area of responsibility and the entire company.

Development and management of the executive’s team of employees.

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

Leadership qualities, alignment to our cultural values, as well as functional competencies and knowledge for the executiv