NortonLifeLock DEF

2022 Annual Report

Our Vision is to protect and empower people to live their digital

lives safely

Our Mission is to build a comprehensive and easy-to-use integrated

portfolio that prevents, detects and responds to cyber threats and

cybercrimes in today’s digital world

Dear Investors,

Fiscal year 2022 was a year of great progress towards our long-term objectives.

NortonLifeLock’s double-digit non-GAAP revenue growth was the result of an ambitious

team working to build and sustain a great business. Together, we continued our

relentless focus on execution to achieve our long-term vision.

Expansion and Value Creation

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billion in non-GAAP revenue and grew our non-GAAP

revenue over 10% year-over-year. This was our third

consecutive year of bookings growth and customer

expansion. Our top-line growth was supported by strong

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for the year.

We meaningfully scaled our business globally and delivered

an international revenue growth of 16%, while maintaining

an industry-leading direct customer retention rate above

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our overall customer satisfaction in the last 12 months and

increased our Net Promoter Score to over 45.

900K+

FY22

Year in review

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towards long-term objectives

14M+

10+ 16%

23% $8.90

85%+ 45+

Net New Customers

(600K Direct + Indirect*)

*Mobile & Employee

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Norton 360

Members

New Products &

Features Launched

International

Revenue Growth

Partners

Revenue Growth

$538

Direct customer

retention rate

Net Promoter

Score

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Non-GAAP Financial Information” section for reconciliation.

(600KDitIdit*)

10%

53%

$1.75

$968M

Revenue* $2.8B Op. Margin*

+22% Growth

Free Cash Flow

Growth EPS*

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cash to shareholders in the form of

regular dividends of approximately

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year 2022, we had

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remaining in the share buyback

program, as we did not deploy any

buybacks due to the pending

acquisition of Avast.

Fiscal year 2022 was an

important year for us, as it

delivered great progress

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year long-term objectives,

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We are proud of what our team has accomplished

and look forward to continuing our path to make

Cyber Safety available to everyone.

A Disruptor in Cyber Safety

Our continuous investments in product innovation

and go-to-market activities accelerated our Cyber

Safety footprint globally.

NortonLifeLock has one of the largest consumer

Cyber Safety platforms in the world, empowering

nearly 80 million users in more than 150

countries. Our full portfolio provides protection

across three Cyber Safety categories in multiple

channels and geographies, including security,

identity protection, and online privacy.

Aiming for simplicity and peace of mind for

consumers, we created the Norton 360

technology platform to bring software and

service capabilities into a comprehensive and

easy-to-use integrated platform. Launched less

than three years ago, we now have over 14 million

members in more than 50 countries

worldwide, trusting us to help protect

them. We are expanding our

comprehensive integrated Cyber

Safety platform and complementing

this by offering adjacent trust-based

digital solutions.

We believe Cyber Safety will continue to be

an evolving and growing market, fueled by the

increase in activities online for the years ahead.

The digitization of the world and the overlap

between the physical and digital world is growing

at a fast pace and is here to stay. New

technologies, smart devices, digital identities and

an increasingly more connected world means

consumers will encounter a range of new Cyber

Safety challenges, even more complicated than

before, increasing the risk to their digital lives.

Committed to Innovation

Our business is built around consumers. We are

committed to our innovation and research and

development efforts to help ensure we continue

to address their needs. Fiscal year 2022 was

an important year as our

complete product offering

became more relevant

globally and our customers’

needs broadened.

We accelerated the pace

of product innovation and

introduced more than 10

new products and features

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line to incremental privacy and identity solutions.

Additionally, we increased our

Nearly

$1 billion

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Great progress

towards our

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long-term objectives

We accelerated

the pace of product

innovation and

introduced more

than 10 new

products and

features.

international reach by expanding our new and

existing products into new countries.

Trusted Brand for Consumers

We are a trusted brand for consumers. We have

deployed a multi-brand strategy, supported by

marketing dollars towards a combination of digital

and traditional media – with the intention of driving

brand awareness and consideration, to increase

brand trust and loyalty. Moving forward, we will

continue to seek to balance these investments

through different channels and craft impactful

storytelling to make Cyber Safety more relatable to

consumers’ day-to-day activities.

Growing Our Customer Base

and the Value We Deliver

We have multiple go-to-market channels globally

to reach new customers, including

direct-to-consumer, indirect partnerships and

freemium. Our global customer universe is

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Total direct customers

are now over 23.5

million, with nearly

600,000 net new

customers added

year-over-year. Our

direct customer base

also has reached a

50% international mix

as we continue to focus

on making our product

offering available

around the world. Our indirect partnerships

business delivered a record 23% revenue growth

as a result of adding new customers and signing

up new accounts in our telco, mobile, and

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and both of these indirect channels grew double

digits in customer count each quarter in the year.

Our customers recognize the value we provide,

which is supported by our strong direct customer

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sequentially each quarter in the year, and we

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and to educate more of our customer cohorts on

the need for more comprehensive cyber

protection. We believe that incrementally, the

value and comprehensive protection from our

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expansion opportunity for us. The majority of our

platform members are subscribed to the lower

tiers of Norton 360. As the need for higher level of

protection continues to grow, we will look to drive

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higher tiers of the platform.

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environment, including direct acquisition,

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retail/e-tail, OEMs, service providers, and new

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the freemium channel.

Environmental, Social and

Governance (ESG) is Core to Our

Business Strategy

NortonLifeLock’s commitment to ESG is a critical

anchor of the Company’s mission and operating

philosophy. Our focus in this area helps us earn

trust from our users,

23.5 million

direct customers

80 million users

employees, and shareholders. As such, ESG

topics are core to our business strategy. Setting

strategic, achievable, and business-aligned

ESG objectives help to guide our work and

improves our company performance. We align our

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focus on the unique positive social and

environmental impacts that our business model

can have on the world. We bring together our

team, expertise, and powerful technology to build

a safe, inclusive, and sustainable future for people,

their personal information, and the digital world.

Driving the Transformation of

Consumer Cyber Safety

We believe we are well positioned for the future

and to drive the transformation of consumer Cyber

Safety. As we move our business forward with a

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generation ability, we remain intensely focused on

achieving our long-term objectives while

maximizing long-term shareholder value.

We are still in the early days of our growth

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go-to-market channels, a multi-brand strategy

and customer insights and satisfaction are key

priorities and critical components of our

strategy to scale up the best Cyber Safety

platform for people everywhere.

We have an experienced leadership bench,

combined with multiple growth levers and a strong

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stewards, especially when it comes to capital

allocation and usage. We remain committed to

consistent operational execution and long-term

value creation for all shareholders.

We look forward to writing the next chapter and we

will continue our pursuit to realize our vision and

achieve the three ambitious long-term goals we set

out a year ago:

• Double Net Promoter Score to world-class,

greater than 70;

• Double customers to 100 million, and;

• Double non-GAAP EPS to $3 with double-digit

revenue growth potential

We know we have a lot of work ahead. While we

recognize that geo-political events and macro-level

headwinds can create bumps along our journey, our

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know that consumers will continue to need

comprehensive protection for their digital lives.

It is a privilege to lead this company towards our

vision of protecting and empowering people to live

their digital lives safely.

Sincerely,

Vincent, Natalie, and the NortonLifeLock team

We want Cyber Safety to have the biggest

reach – to make Cyber Safety mainstream.

Forward-Looking Statements

This letter contains statements which may be considered forward-looking within the meaning of the

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use of terms such as “expect,” “will,” “continue,” or similar expressions, and variations or negatives of

these words, but the absence of these words does not mean that a statement is not forward-looking. All

statements other than statements of historical fact are statements that could be deemed forward-looking

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statements relating to consumers and customers and market trends, our ESG initiatives and any other

statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.

These statements are subject to known and unknown risks, uncertain ties and other factors that may

cause our actual results, levels of activity, performance or achievements to differ materially from results

expressed or implied in this supplemental information. Such risk factors include, but are not limited

to, those related to: the consummation of the Avast transaction; the current and future impact of the

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operating model for the consumer Cyber Safety business; lower than anticipated returns from the

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expenses and monetizing underutilized assets; general business and economic conditions; matters

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NortonLifeLock to successfully execute strategic plans; the ability to maintain customer and partner

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in tax rates and foreign currency exchange rates; tax legislation and judicial or administrative

interpretation of new tax regulations; the timing and market acceptance of new product releases and

upgrades; and the successful development of new products and the degree to which these products gain

market acceptance. Additional information concerning these and other risk factors is contained in the Risk

Factors sections of NortonLifeLock’s most recent reports on Form 10-K and Form 10-Q. NortonLifeLock

assumes no obligation, and does not intend, to update these forward-looking statements as a result of

future events or developments.

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This letter includes the non-GAAP measures of revenue, operating margin, and earnings per share, which

are adjusted from results based on GAAP and exclude certain expenses, gains and losses. We also

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computed according to GAAP and the methods we use to compute them may differ from the methods

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NORTONLIFELOCK INC.

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Reconciliation of Selected GAAP Measures to Non-GAAP Measures (1) (2) (continued)

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60 E. Rio Salado Parkway, Suite 1000

Tempe, Arizona 85281

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

to be held on:

September 13, 2022

9:00 a.m. Pacific Time

Dear Stockholder:

You are cordially invited to attend our 2022 Annual Meeting of Stockholders (the Annual Meeting), which will be held at 9:00 a.m.

(Pacific Time) on Tuesday, September 13, 2022. 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/NLOK2022. 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/NLOK2022 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.Weare

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

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

2. To ratify the appointment of KPMG LLP as NortonLifeLock’s independent registered public accounting firm for the 2023 fiscal

year;

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

4. To approve the amendment of NortonLifeLock’s 2013 Equity Incentive Plan;

5. To consider and vote on a stockholder proposal described in the proxy statement, if properly presented at the Annual Meeting; and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement

thereof.

We are fur nishing 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 August 3, 2022, we expect to send to our

stockholders (other than those who previously requested electronic or paper delivery), a Notice of Internet Availability of Proxy Materia ls

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 18, 2022 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 a t 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 Ma terials 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 “2022 Annual Meeting of Stockholders Meeting Information” section

of the proxy statement for additional information.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Bryan Ko

BRYAN KO

Chief Legal Officer and Secretary

Tempe, Arizona

August 3, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 13,

2022: The proxy statement and NortonLifeLock’s Form 10-K for the 2022 fiscal year are available at http://investor.nortonlifelock.com/

financials/annual-reports/default.aspx

(This page has been left blank intentionally.)

TABLE OF CONTENTS

Page

PROXY SUMMARY ...................................................................... 1

CORPORATE GOVERNANCE .............................................................. 7

Corporate Governance Guidelines .......................................................... 7

Code of Conduct and Code of Ethics ........................................................ 7

Insider Trading, Hedging and Pledging Policies ................................................. 7

Stock Ownership Guidelines .............................................................. 7

Stockholder Outreach and Engagement ...................................................... 8

Majority Vote Standard and Director Resignation Policy ........................................... 8

Proxy Access ......................................................................... 8

Board Leadership Structure ............................................................... 8

Board Independence ................................................................... 9

Change in Director Occupation ............................................................ 9

Board and Committee Effectiveness ........................................................ 10

Board’s Role in Risk Oversight ............................................................ 10

Board’s Role in COVID-19 Response ........................................................ 11

Board’s Role in Oversight of Company Strategy ................................................ 11

Board’s Role in Oversight of Human Capital Management ........................................ 11

Outside Advisors ...................................................................... 12

Board Structure and Meetings ............................................................. 12

Executive Sessions ..................................................................... 12

Succession Planning ................................................................... 13

Attendance of Board Members at Annual Meetings ............................................. 13

THE BOARD AND ITS COMMITTEES ........................................................ 14

Audit Committee ....................................................................... 14

Compensation and Leadership Development Committee .......................................... 15

Nominating and Governance Committee ..................................................... 16

Technology and Cybersecurity Committee .................................................... 17

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS .............................. 18

Criteria for Nomination to the Board ......................................................... 18

Process for Identifying and Evaluating Nominees ............................................... 18

Stockholder Proposals for Nominees ........................................................ 19

Contacting the Board of Directors .......................................................... 19

Human Capital Management .............................................................. 20

Environmental, Social and Governance (ESG) ................................................. 21

PROPOSAL NO. 1 ELECTION OF DIRECTORS ................................................. 23

Nominees for Director ................................................................... 23

Board Diversity Matrix as of July 18, 2022 .................................................... 28

Summary of Director Qualifications and Experience ............................................. 28

Director Compensation .................................................................. 29

Fiscal 2022 Director Compensation ......................................................... 30

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM ................................................................... 32

Principal Accountant Fees and Services ...................................................... 32

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

Public Accounting Firm ................................................................ 32

Page

PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ...................... 33

PROPOSAL NO. 4 AMENDMENT OF THE 2013 EQUITY INCENTIVE PLAN ............................ 34

Background of Amendment ............................................................... 34

Plan History .......................................................................... 34

Promotion of Compensation Governance Best Practices ......................................... 35

Summary of our 2013 Equity Incentive Plan, as Amended ........................................ 36

Summary of Federal Income Tax Consequences of Awards Granted under the 2013 Equity Incentive Plan, as

Amended .......................................................................... 38

ERISA Information ..................................................................... 39

Accounting Treatment ................................................................... 39

New Plan Benefits ..................................................................... 40

Equity Compensation Plan Information ...................................................... 41

PROPOSAL NO. 5 STOCKHOLDER PROPOSAL ON TERMINATION PAY ............................. 42

Resolution Proposed by Stockholder ........................................................ 42

Our Board of Directors’ Statement in Opposition to Proposal No. 5 .................................. 43

OUR EXECUTIVE OFFICERS .............................................................. 46

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .................... 47

Five Percent Owners of Common Stock ...................................................... 47

Security Ownership of Executive Officers and Directors .......................................... 47

EXECUTIVE COMPENSATION AND RELATED INFORMATION ..................................... 49

Compensation Discussion & Analysis (CD&A) ................................................. 49

Compensation Committee Interlocks and Insider Participation ...................................... 71

Compensation Committee Report .......................................................... 71

Executive Compensation Tables ........................................................... 72

CEOPayRatio........................................................................ 78

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................................... 80

Related-Person Transactions Policy and Procedure ............................................. 80

Certain Related Person Transactions ........................................................ 80

REPORT OF THE AUDIT COMMITTEE ....................................................... 81

INFORMATION ABOUT SOLICITATION AND VOTING ............................................ 82

ABOUT THE ANNUAL MEETING ........................................................... 82

ADDITIONAL INFORMATION .............................................................. 86

Stockholder Proposals for the 2023 Annual Meeting ............................................. 86

Available Information ................................................................... 86

Householding — Stockholders Sharing the Same Last Name and Address ............................ 86

OTHER MATTERS ...................................................................... 87

Note About Forward-Looking Statements ..................................................... 87

Information Referenced in This Proxy Statement ............................................... 87

ANNEXA—Reconciliation of Non-GAAP Financial Measures and Explanation of Key Performance

Indicators ........................................................................... 88

ANNEX B — NortonLifeLock 2013 Equity Incentive Plan, as Amended .............................. 90

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.

2022 Annual Meeting of Stockholders Information

Date and Time: Tuesday, September 13, 2022 at 9:00 a.m. Pacific Time

Location: Meeting live via the internet by visiting www.virtualshareholdermeeting.com/NLOK2022

Record Date: July 18, 2022

Admission: To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NLOK2022.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

1. Election of Directors FOR 23

2. Ratification of Independent Registered Public Accounting Firm FOR 32

3. Advisory Vote to Approve Executive Compensation FOR 33

4. Amendment of the 2013 Equity Incentive Plan FOR 34

5. Stockholder Proposal on Termination Pay AGAINST 42

Our Director Nominees

Director

Since

Committee Memberships*

Other

Public

Boards**Name Age Occupation Independent Diversity AC CC NGC Tech

Susan P. Barsamian 63 2019 Director

WD 2

Eric K. Brandt 60 2020 Director

Frank E. Dangeard 64 2007 Managing Partner, Harcourt

Nora M. Denzel 59 2019 Director

W 3

Peter A. Feld 43 2018

Managing Member and Head of

Research, Starboard Value LP

Emily Heath 48 2021 Director

WD 0

Vincent Pilette 50 2019 Chief Executive Officer 0

Sher rese M. Smith 50 2021 Managing Partner, Paul Hastings

WD 1

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+)

= Member = Chair

* Reflects our Board and committee composition following the Annual Meeting.

** Reflects membership on boards of companies publicly traded in the U.S.

Director

Nominees

88%

Independent

(all but CEO)

50%

Diverse

New Directors

Since 2016

<5 Years

Average Director

Tenure

Sound Corporate Governance Practices

Separate Independent Chair and CEO Majority Voting for Directors

Board Committees Consist Entirely of

Independent Directors

Director Resignation Policy

All Current Directors Attended at least 75% of

Meetings Held

Stockholder Ability to Call Special Meetings

(15% threshold)

Independent Directors Meet Regularly in

Executive Session

Stockholder Ability to Act by Written Consent

Director Age Limit of 72 Proxy Access Subject to Standard Eligibility

Requirements

Annual Board and Committee Self-Evaluations Robust Cybersecurity Program

Risk Oversight by Full Board and Committees Comprehensive ESG program and Board

oversight of ESG

Annual Election of All Directors Extensive Stockholder Outreach/Engagement

Program

Director Overboarding Limits No Dual-Class or Multi-Class Stock

FY22 Executive Compensation at a Glance

Fiscal year 2022 (FY22) marked our second full year as a stand-alone pure consumer Cyber Safety company, which

brought with it new challenges as well as opportunities. Our Compensation and Leadership Development Committee

(Compensation Committee) of our Board of Directors (Board) once again a pproved an executive compensation

program that was intended to drive enterprise value creation for NortonLifeLock and our stockholders and reward

actual performance. In addition, our FY22 compensation program took into account the critical retention concerns that

we faced due to top 100 leaders being aggressively approached and recruited by other companies in the highly

competitive talent market in which we compete, which concerns were exacerbated by our increased retention needs

stemming from our proposed acquisition of Avast.

Our Executive Compensation Program Continues to Reflect Best Governance Practices

Our Compensation Committee designed our FY22 compensation program to be consistent with leading corporate

governance and executive compensation practices:

WhatWeDo

At risk pay

The majority of pay for our CEO and other NEOs is at risk and/or performance-based.

Link to results

Our short-term incentive compensation is linked directly to our financial results and may be 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).

Predetermined goals

We reward performance that meets our short and long-term predetermined goals.

Capped payouts

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

NEOs.

Peer group

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

Ownership guidelines

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

Clawback policy

We have a comprehensive “clawback” policy, applicable to all performance-based compensation

granted to our executive officers.

Double-trigger acceleration

We only provide for “double-trigger” change-in-control payments and benefits for our executive

officers.

Capped severance

We do not provide for any potential cash severance payments that exceed more than 1x our

executive officers’ base salary and target bonus, and we maintain a policy requiring stockholder

approval of any cash severance benefits exceeding 2.99 times the sum of an executive officer’s base

salary plus target bonus.

Independent consultant

Our Compensation Committee retains an independent compensation consultant.

Say-on-pay

We hold an annual advisory vote on named executive officer compensation.

Stockholder engagement

We seek feedback on executive compensation through stockholder engagement.

Minimum vesting

We require one-year minimum vesting on all stock award grants to employees, with very limited

exceptions.

What We Don’t Do

No performance, no pay

We do not pay performance-based cash or equity awards for unsatisfied perfor mance goals.

No minimum payouts

Our compensation plans do not have minimum guaranteed payout levels.

No automatic increases

We do not provide for automatic salary increases or equity award grants in offer letters or

employment agreements.

No short sales, hedging

With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock.

No golden parachutes

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

No excessive severance

We do not provide excessive severance payments.

No SERPs

We do not provide executive pension plans or SERPs.

No excessive perks

We do not provide excessive perquisites.

No repricing

We do not permit the repricing or cash-out of stock options or stock a ppreciation rights without

stockholder approval.

No unvested dividends

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

Compensation Components

Our FY22 compensation philosophy is reflected in the following key elements of executive compensation: (i) base

salary, (ii) short-term annual cash incentive awards and (iii) long-term equity incentive awards.

FY22 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 56

Executive Annual

Incentive Plan

Cash Annual Bookings with non-GAAP operating

income as a threshold goal.

Page 57

Annual Equity

Incentive Awards

Performance-

based Restricted

Stock Unit (PRU)

Vests at the end of

a three-year

period

50% of PRUs vest in full at end of FY24

based on achievement of our 3-year

relative TSR versus the Nasdaq

Composite Index.

50% of PRUs vest in full at end of FY24

based on achievement of compound

annual growth ra te (CAGR) for revenue

measured over a multi-year period.

Page 59

Restricted Stock

Unit (RSU)

Vests annually

over three years

Service and time-based vesting. Page 62

Value Creation

Program (VCP)

Equity Incentive

Awards for Top

100 Leaders

(Excluding CEO

for FY22)

Performance-

based Restricted

Stock Unit (PRU);

75% of Total VCP

Award

Vests at the end of

a four-year period

Vests in full at end of FY26 based on

achievement of certain challenging

share price appreciation targets, ranging

from $35 to $50 per share, over the

performance period, subject to

performance gates related to our

relative TSR versus the Nasdaq

Composite Index.

Page 62

Restricted Stock

Unit (RSU); 25%

of Total VCP

Award

Cliff Vests at the

end of vesting

period

Service and time-based cliff vesting on

December 1, 2023.

Page 64

Pay for Performance Alignment

FY22 validated our long-term strategy and we showed good progress in our transformation journey with accelerated

pace of product innovation, global expansion, and a relentless focus on customer experience as we saw all our key

financial metrics increase, as reflected in the table below.

Operating Margin

(Non-GAAP, total company)

Operating Margin

(GAAP)

FY21 FY22

50%

53%

Cash Flow from

Operations

(in millions; GAAP)

FY21 FY22

$706

$974

Free Cash Flow

(in millions; Non-GAAP)

FY21 FY22

$712

$968

FY21 FY22

35%

36%

EPS

(Non-GAAP)

FY21 FY22

$1.44

$1.75

FY22

$1.41

EPS

(GAAP)

FY21

$0.92

Net Revenues

(in millions; GAAP)

FY21 FY22

$2,551

$2,796

We also saw our key performance metrics remain stable year over year.

Retention Rate

(Unit Based)

FY21 FY22

85% 85%

ARPU

(Monthly)

FY21 FY22

$9 $9

Direct Customer

Count

(in millions)

FY21 FY22

23.0

23.5

FY21 FY22

Bookings Growth

(Pro-forma, constant currency)

We also saw our stock price increase from $21.42 to $26.94 in FY22, prior to reflecting any adjustments for dividends.

We believe that the compensation received by our NEOs for FY22 reflects our performance and accomplishments

this past year as well as the rigor of our performance goals. Further, as discussed elsewhere in this proxy statement,

we have undertaken a number of strategic actions to drive our long-term business objectives.

Component Metric

(1)

Achievement (as

a percentage of target) Funding

FY22 Executive

Annual Incentive Plan

(EAIP)

FY22 non-GAAP operating income

threshold goal

113.1% Threshold Goal

Achieved

FY22 Bookings 100.3% 105%

FY22 Performance-

based Restricted

Stock Units

(2)

50% based on 3-year total shareholder

return (TSR) relative to the Nasdaq

Composite Index

NA NA

50% based on CAGR for revenue NA NA

FY21 Performance-

based Restricted

Stock Units

(2)

50% based on 3-year TSR relative to the

Nasdaq Composite Index

NA NA

50% based on CAGR for revenue NA NA

FY20 Performance-

based Restricted

Stock Units

(2)

3-year TSR relative to the S&P 500 193.06% NA

Value Creation

Program (VCP)

Performance-based

Restricted Stock

Units

(3)

Share price appreciation targets, subject

to applicable TSR gates relative to the

Nasdaq Composite Index, measured

over a 4-year period

0% to date 0% to date

(1)

Please see discussion in the CD&A section of this proxy statement below for more detail regarding how these metrics are calculated.

(2)

Achievement certified by the Compensation Committee at end of three-year period.

(3)

Achievement certified by the Compensation Committee at end of four-year period.

Meeting Information

We provide information about NortonLifeLock Inc.’s 2022 Annual Meeting of Stockholder s (the Annual Meeting),

voting and additional information starting on page 82.

CORPORATE GOVERNANCE

NortonLifeLock Inc. (NortonLifeLock or the Company) is strongly committed to good cor porate 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 extraordinar y 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 a t least annually by our Nominating and Governance Committee, and c hanges are recommended

to our Board for approval as appropriate. Our Board represents the interests of the stockholder s 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 a t 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 ca lls, 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 Rule 10b5-1 plans.

Stock Ownership Guidelines

Our Board adopted stock ownership guidelines to better a lign our directors’ and officers’ interests with those of our

stockholders. Details of our directors’ stock ownership guidelines are disclosed under “Summary of Director Qualifications

and Experience” on page 28, and details of our executive officers’ stock ownership guidelines are disclosed under “Stock

Ownership Guidelines” in the “Compensation Discussion & Analysis” section on page 66. 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 stockholder s to gain valuable insight into the issues that matter

most to them and to enable NortonLifeLock to address them effectively. During 2021, we engaged with 70% of our top

20 stockholders, representing over 40% of our outstanding capital stock. In these meetings, we discussed matters such as

NortonLifeLock’s prospects, business model, corporate governance, and executive compensation programs and goal

settings and metrics. Following such discussions and after considering the voting preferences of our stockholders, we

revised our Corporate Governance Guidelines to forma lly provide that the Chair of the Board should be an independent

director separate from the Chief Executive Officer. At NortonLifeLock, we have an open line of communication with our

stockholders and investors and continue to engage them for feedback on our prog rams.

Majority Vote Standard and Director Resignation Policy

Our Bylaws and Corpora te 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 resigna tion 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

As set forth in our Corporate Governance Guidelines, it is our general policy that the Chair of the Board should be an

independent director separate from the Chief Executive Officer. In the event the Chair leaves the Board or ceases to be

independent, the Board must appoint a new independent Chair from among the remaining independent directors within a

reasonable amount of time. Currently, the roles of Chief Executive Officer and Chair are separate. Frank Dangeard currently

serves as Chair of the Board.

The Board believes that separating the roles of Chief Executive Officer and Chair is the appropriate leadership structure

for NortonLifeLock because it results in an effective balancing of responsibilities, experience and perspectives that meets the

current corporate governance needs and over sight 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 Chair of the Board to focus on the effectiveness of the Board and independent

oversight of our senior management team.

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

Duties of the Chair 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 director s on key issues and

concerns outside of Board meetings

• Presides over meetings of stockholder s

• 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 dea lings 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 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, and Sherrese M. Smith.

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 considera tion, 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.

Director Overboarding Limits

It is the policy of the Board that given the demands of the duties undertaken by directors, directors should limit their

participation to no more than five public company boards (including our Board) in order to ensure sufficient attention and

availability to NortonLifeLock’s business. In addition, a director who is currently serving as an executive officer of a publicly

traded company may serve on no more than two public company boards, excluding our Board. However, the Board

recognizes that the demands of such participation may vary substantially, and may deem an exception appropriate so

long as the director maintains sufficient attention and availability to fulfill the director’s duties to NortonLifeLock and complies

with NortonLifeLock’s conflict of interest policies.

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

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.

Board of Directors

Risk Management Responsibility

Audit Committee

Compensation and

Leadership Development

Committee

Nominating and

Goverance Committee

Technology &

Cybersecurity Committee

• Oversees internal

controls and

disclosure controls.

• Oversees enterprise

risk management.

• Oversees financial

risk management

and reporting.

• Key liason with

external Auditor.

• Oversees Company’s

technology strategy,

initiatives and

investments.

• Oversees Company’s

key cybersecurity

information

technology risks.

• Oversees corporate

governance procedures

and polices.

• Oversees Board

compositions,

nomination and

evaluation.

• Oversees Company

ESG matters.

• Oversees Company

public policy and

political activities

and expenditures.

• Oversees risk

associated with

compensation policies

and practices.

• Oversees executive

development and

succession.

• Oversees Company

benefits plans and

programs.

• Oversees Company’s

human capital

Board Committees

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 str ucture, 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 Chair

and each independent committee chair, to participate actively in the oversight of management’s actions.

Board’s Role in COVID-19 Response

Additionally, in connection with the ongoing COVID-19 pandemic, the Board, together with the Audit Committee, the

Compensation Committee, and management, has overseen our ef forts 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 c hannel 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 globa l

Employee Assistance Pro gram 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 Chair, has responsibility for overseeing overall company strategy, each of our key Committees

provides input to the full Board on strategic and execution-oriented issues rela ted 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 can effectively perform

its oversight responsibilities.

Board’s Role in Oversight of Human Capital Management

The Board has long recognized tha t 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 is tasked with overseeing specific initiatives on a regular basis.

Our Compensation Committee is responsible for, among other tasks:

• Overseeing compensation philosophies and incentive plans across our workforce with a focus on Executive

Compensation & Retention; and

• Monitoring talent management and organizational effectiveness on a regular basis.

Our Compensation Committee also has regular touchpoints with management on the following topics:

• Employee engagement, performance management and culture; and

• Workforce demographics including diversity, equity and inclusion strategies and representation.

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 a pproving 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 member s 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 Chair.

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 nine of our directors attended our 2021

Annual Meeting.

THE BOARD AND ITS COMMITTEES

There are four committees of the Board: the Audit Committee, the Compensation and Leadership Development Committee,

the Nominating and Governance Committee, and the Technolo gy 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 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 63 2019 Director

WD 2

Eric K. Brandt 60 2020 Director

Frank E. Dangeard 64 2007 Managing Partner, Harcourt

Nora M. Denzel 59 2019 Director

W 3

Peter A. Feld 43 2018 Managing Member and Head of

Research, Starboard Value LP

Emily Heath 48 2021 Director

WD 0

Vincent Pilette 50 2019 Chief Executive Officer

Sher rese M. Smith 50 2021 Managing Partner, Paul Hastings

WD 1

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+)

= Member = Chair

* Reflects membership on boards of companies publicly traded in the U.S.

During FY22, our Board held 15 meetings, the Audit Committee held 9 meetings, the Compensation Committee held 5

meetings, the Nominating and Governance Committee held 5 meetings and the Technology and Cybersecurity Committee

held 4 meetings. During this time, no current directors attended fewer than 87% 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.

• Reviewing the adequacy and effectiveness of NortonLifeLock’s accounting and financial reporting processes.

Kenneth Y. Hao was not re-nominated by the Board.

• 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 coordina tion of NortonLifeLock’s inter nal 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 implementa tion 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 U.S. Securities and Exchange Commission (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, develop and retain 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.

• 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 proposa ls 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, backg rounds, 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 esta blished 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 prog rams 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.

• Overseeing and reviewing NortonLifeLock’s programs, policies and practices and relevant risks and opportunities

relating to environmental, social and governance issues and related disclosures, and make recommendations to the

Board regarding the Company’s overall strategy with respect to ESG matters.

• 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. Hea th, 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 technolo gy and informa tion 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.

• 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 inc luding 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.

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.

Criteria for Nomination to the Board

The key attributes, experiences, and skills we consider important for our directors.

Cyber Safety,

Technology Expertise

As a Cyber Safety and

technology company, having

experience in Cyber Safety

(including identity threat

protection), consumer

technology, privacy and related

or emerging technologies,

industry trends or regulatory

shifts is useful in understanding

our business and the market

segments in which we compete,

our research and development

efforts, competing technologies,

the various products and

processes that we develop, and

evolving customer requirements.

Leadership

Experience

Directors who serve or have

served as a public company

CEO or in a senior leadership

position, as a general manager

of a business, or as the

functional leader of a large scale

sales, marketing or product

development organization,

including global operating

expertise, are important to us,

because they bring experience

and perspective in analyzing,

shaping, and overseeing the

execution of important strategic,

operational and policy issues at

a senior level.

Public Company

Board Experience

Directors who have served on

other public company boards can

offer advice and insights with

regard to the dynamics and

operation of a board of directors,

the relations of a board to the

company’s chief executive ofﬁcer

and other senior management

personnel, the importance of

public-company corporate

governance, including oversight

matters, strategic decisions and

operational and compliance-

related matters.

Business Combinations

and Partnership Experience

Directors who have a

background in mergers and

acquisitions and strategic

partnership transactions can

provide insight into developing

and implementing strategies for

growing our business through

combining and/or partnering with

other organizations and helping

to evaluate operational

integration plans.

Financial Experience

Knowledge of ﬁnancial markets,

ﬁnancing operations, complex

ﬁnancial management and

accounting and ﬁnancial

reporting processes is important

because it assists our directors

in understanding, advising, and

overseeing NortonLifeLock’s

capital structure, ﬁnancing and

investing activities, ﬁnancial

reporting, and internal control

of such activities.

Sales, Marketing and

Brand Management

Extensive career experience in

consumer-focused sales

management, marketing

campaign management,

marketing/advertising or public

relations.

Strategic Transformation

Experience

As NortonLifeLock transitions

into a comprehensive consumer

cyber safety company that

empowers and enables people to

live their digital lives safety, we

need leaders with experience

successfully leading and

navigating companies through

business transformations.

Diversity

In addition to a diverse portfolio

of professional background,

experiences, knowledge and

skills, the composition of the

Board should reﬂect the beneﬁts

of diversity as to gender, race,

ethnic, cultural and geographic

backgrounds that reﬂect the

composition of our global

investors, customers, employees

and partners.

The information provided under 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 at this time.

Process for Identifying and Evaluating Nominees

The Nominating and Governance Committee typically consider s candidates by first evaluating the current members of the

Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new

perspectives, skills and experience. If the Nominating and Governance Committee determines that an opening exists, it

identifies the desired skills and experience of a new nominee, including the need to satisfy 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 our Corporate Secretary

no later than April 5, 2023 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 2023 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 March 6, 2023

and April 5, 2023 (or, if the 2023 annual meeting is called for a date that is not within 30 calendar days of the anniversary

of the date of the 2022 Annual Meeting, by the later of the close of business on the date that is 180 days prior to the date of

the 2022 annual meeting or within 10 calendar days after our public announcement of the date of the 2023 annual

meeting) to the Corpora te 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

Our Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual

directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such

correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting,

internal controls or auditing matters will be handled in accordance with our policy regarding accounting complaints and

concerns.

Human Capital Management

Our human capital management strategy reflects our unique values and growth mindset. Working in close partnership with

our Board on our talent management strategy, we work hard to lead, develop and grow our diverse, global team. 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.

At NortonLifeLock, our mission is to build a comprehensive and easy-to-use integrated portfolio that prevents, detects and

responds to cyber threats and cybercrimes in today’s digital world. Our success in helping achieve this mission depends,

in large part, on the success of our employees.

• 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: (i) measurement and accountability; (ii) fostering an inclusive environment; (iii) diversifying our

workforce; and (iv) employee development and retention, which are designed to support, attract, develop and retain

the best talent.

Clear and actionable multi-year representation goals are set at the leadership level, and tracking the data regularly

to assess our progress and drive accountability go hand in hand. We ask applicants, new hires and employees to self-

identify not only their demographics, but also important characteristics to help us better measure the diversity of

our applicant pool and of our team to derive insights and actionable people strategies. In fiscal 2022, we publicly

disclosed our most recent US Equal Employment Opportunity Commission EEO-1 Component 1 Data Collection

Report on our investor relations website located at https://investor.nortonlifelock.com/governance/governance-

documents/.

Inclusion is something we strive for and invest in. Raising awareness and appreciation of various diversity topics via

our learning curriculum, global all employee conversations, published blogs and active employee engagement. We

measure belonging as a key metric in our quarterly NGage employee surveys. We are proud to support our several

employee resource groups communities for people to come together as allies, to learn, support, mentor, and

celebrate with one another and to provide an environment where everyone feels seen, heard, respected and valued.

Diversity is a key pillar of our talent management strategy. As of April 1, 2022, women represented 33% of our

workforce and held 33% of our leadership positions. In addition, as of April 1, 2022, women represented 44% of

our Board and half of our independent board membership. We partner with Work180, a women-focused recruitment

site that only lists career opportunities from employers that support diversity, inclusion and flexibility. We post

positions on several diverse recruiting sites, including Black Tech Jobs, Jobs for Her and Women Who Code.

As part of our ongoing focus on employee development, we extended our participation in McKinsey & Company’s

Connected Leaders Academy for our Asian, Black and Hispanic-Latino leaders. Additionally, we had women globally

attend the Women in Tech conference and several employees attended the Out & Equal Global Workplace Summit.

• Employee Development, Engagement and Training: We increased our investment in learning and development

in fiscal 2022, launching Nvest Learning programs for all employees, leveraging an extensive breadth of content and

learning opportunities. This umbrella of offerings includes Nvest Mentorship, Nvest eLearning and Nvest NLOK

University.

Our homegrown Nvest Mentorship program and platfor m continued to grow and now boasts several hundred active

mentors and mentees. Nvest eLearning, a collection of digital, on-demand modules categorized around leadership,

health and wellness, business skills, and technical skills, launched in the second quarter of FY22 with a steady

increase in participation during the year and a user base that continues to grow. We also provide group learning

designed around TED Talks on topics including leadership, change management and further diversity, equity and

inclusion efforts.

Nvest NLOK University (Nvest NU) launched in the third quarter of FY22 and is a leadership program that offers best-

in-class content from Harvard ManageMentor that inspires, engages and invests in current and emerging leaders

by leveraging over forty specific course options and g roup learning opportunities. Hundreds of recognition badges

and certificates have been awarded to recognize various levels of achievement.

Feedback from our employees is critical, and we have developed an ongoing dialogue with our teams via our

quarterly Ngage pulse survey on a targeted topic that drives actions and improvements.

• 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)

Building a brand centered on trust is critically important, and our focus on corporate responsibility helps us earn trust from

consumers, employees, investors and shareholders. As such, environmental, social and governance topics are core to

our business strategy:

• Environment: Protecting our planet is fundamental to ensuring a safe and sustainable future. We are working to

reduce greenhouse gas emissions from our operations through operational efficiencies, reduce the environmental

footprint of our products across their lifecycle through innovative approaches to product development and packaging,

promote high standards for environmental stewardship in our supply chain and engage with employees and

environmental partners to amplify our work. We believe we can contribute to a future where the natural world is

thriving and call these efforts Environmental Stewardship.

• Social: We are proud to support the communities where our team members live and work. Our community impact

programs include employee volunteering and giving, product donations, signature programs that leverage our unique

expertise in increasing digital safety literacy, and corporate philanthropic giving focused on digital safety education;

diversity, equity, and inclusion and environmental action. We also support diversity, equity, and inclusion and employee

engagement, as discussed in more detail in the Human Capital Management subsection.

• Governance: Governance covers many core operating principles overseen by the Nominating and Governance

Committee of our Board. This committee has oversight of Corporate Responsibility and ESG issues and receives

quarterly updates on topics such as diversity, ethics, environmental stewardship and community investment. We

believe our global culture of responsibility, and the positive contributions we make to the customers, employees,

communities, and other stakeholders that we serve drives value for our business.

Setting strategic, achievable, and business-aligned corporate responsibility objectives helps to guide our work and

improves our company performance. We align our objectives with the Company’s financial goals and focus on the unique

positive social and environmental impacts that our business model can have on the world.

Our objectives include:

• Data Privacy and Protection: We safeguard our customer, partner and employee data and offer products, including

Norton Privacy Monitor Assistant that help consumers protect their personal data wherever it is found.

• Cyber Safety: We leverage our leading expertise and technology in Cyber Safety to protect communities. Malicious

phone and computer applications, known as sta lkerware, are used to harass, control and harm people. We are a

founding member of the Coalition Against Stalkerware and donate products to victims to help keep their personal data

protected. We also provide Cyber Safety training to help empower victims and survivors to reduce their vulnerability.

Additional examples of our efforts include our partnership with the World Associa tion of Girl Guides and Girl

Scouts on the Surf Smart program to empower girls to keep themselves and others safe online and The Smart

Talk, a free tool co-created in partnership with National PTA.

• Diversity, Equity & Inclusion in Technology: We are focused on bringing more women and under-represented

groups into cybersecurity and tech. We do this by investing in high-impact, nonprofit organizations. We have made a

three-year commitment to the Reboot Representation tech coalition, which is dedicated to doubling the number of

Black, Latina and Native American women graduating with computing degrees by 2025. We also support

Women4Cyber in Europe and the NASSCOM Founda tion’s Cyber Security Skills Development Initiative for Women

in India. In FY22, approximately 62% of NortonLifeLock Foundation grants across a ll objectives had a focus on

Diversity, Equity and Inclusion.

• Employee Volunteering & Giving: We have created a variety of opportunities for employee volunteering and

giving and work to increase employee participation rates. We sponsor a virtual volunteer program with team building

opportunities and joint events with our Diversity and Inclusion Communities. We offer employees paid time off to

volunteer, have an employee matching gift program and provide dollars-for-doers grants to encourage volunteer

service. Our employee participation rate in our volunteering and giving program was 41% in FY22. In addition, 62%

of all grants made from the NortonLifeLock Foundation had a component of Diversity, Equity & Inclusion.

• Environmental Stewardship: We have a robust environmental stewardship program, which focuses on climate

and energy, sustainable products, our supply chain, engagement with employees and nonprofit partners and being

transparent about our progress and commitments. Recently, we launched a Sustainable Homes Program to provide

employees an opportunity for a credit for sustainable improvements to their homes.

Our annual ESG and Corporate Responsibility Report can be found via the NortonLifeLock website at

https://www.nortonlifelock.com/about/corporate-responsibility.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

At the recommendation of the Nominating and Governance Committee, the Board has nominated the following eight

persons to serve as directors for the term beginning at the Annual Meeting on September 13, 2022: Susan P. Barsamian,

Eric K. Brandt, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Emily Heath, Vincent Pilette and Sherrese M. Smith. Each

director will be elected on an annual basis.

Kenneth Y. Hao expressed a preference not to be re-nominated to pursue and focus on other business opportunities.

Mr. Hao intends to serve on the Board through the date of the Annual Meeting and, effective as of the end of his term as a

director at the opening of the polls at the Annual Meeting, our authorized number of directors will be reduced to eight. The

Board is grateful to Mr. Hao for his dedication, service, and contributions as a director of the Company.

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 stockholder s 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 18, 2022, and other information about each nominee is

shown below.

Name Age Principal Occupation

Director

Since

Susan P. Barsamian 63 Director 2019

Eric K. Brandt 60 Director 2020

Frank E. Dangeard 64 Managing Partner, Harcourt 2007

Nora M. Denzel 59 Director 2019

Peter A. Feld 43 Managing Member and Head of Research, Starboard Va lue LP 2018

Emily Heath 48 Director 2021

Vincent Pilette 50 CEO 2019

Sherrese M. Smith 50 Managing Partner, Paul Hastings 2021

Susan P. Barsamian

Director

Age: 63

Director Since: 2019

Committee Memberships: Compensation | Nomina ting & Governance (Chair) | Technology and

Cybersecurity

Other Current Pub lic Boards: Box, Inc. | Five9, Inc.

Other Public Boards in the Last Five Years: None

From 2006 to 2016, Ms. Barsamian served in various executive roles at Hewlett Packard including Chief Sales and Marketing

Officer for Hewlett Packard Enterprise 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 at 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 B.S. 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, Mar keting and Brand Management Experience

Eric K. Brandt

Director

Age: 60

Director Since: 2020

Committee Memberships: Audit (Chair)

Other Current Public Boards: Dentsply Sirona Inc. | LAM Research Corporation | The Macerich

Company

Other Public Boards in the Last Five Years: Altaba Inc.

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 Cor poration, a semiconductor equipment company and The Macerich

Company, a real estate investment trust. Mr. Brandt also previously served on the Board of Directors of Yahoo! Inc. from 2016 to

2017 and of Altaba Inc. (formerly Yahoo! Inc.) from 2017 to 2019. 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 Combination and Partnership Experience

• Financial Experience

• Sales, Mar keting and Brand Management Experience

Frank E. Dangeard

Chair of the Board

Managing Partner, Harcourt

Age: 64

Director Since: 2007

Committee Memberships: Audit | Nominating & Governance

Other Current Public Boards: NatWest Group plc (U.K.) | IHS Towers (Cayman) | IHS Holding

Limited (Mauritius) | Spear Investments, B.V. (the Netherlands)

Other Public Boards in the Last Five Years: RPX Corp.

Frank E. Dangeard joined NortonLifeLock’s Board of Director s in January 2007, and was appointed Chair 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, Mr. Dangeard was a lawyer with

Sullivan & Cromwell LLP in New York and London.

Mr. Dangeard also serves on the Board of Directors of the Na tWest Group (ex. RBS Group, U.K.), IHS Holding Limited

(Mauritius), and IHS Towers (Cayman). He is Chairman of NatWest Markets (U.K.), the investment banking arm of NatWest

Group and chairman of Spear Investments, B.V. (the Netherlands). 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 Combination and Partnership Experience

• Financial Experience

• Sales, Mar keting and Brand Management Experience

Securities of Spear Investments, B.V. are traded on the Euronext Amsterdam stock exchange and IHS Towers is a subsidiary of IHS Holding

Limited.

Nora M. Denzel

Director

Age: 59

Director Since: 2019

Committee Memberships: Audit | Compensation | Technology and Cybersecurity

Other Current Public Boards: Advanced Micro Devices, Inc. (AMD) | Telefonaktiebolaget LM

Ericsson | SUSE SA

Other Public Boards in the Last Five Years: Talend S.A.

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 (for merly 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.,

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 B.S. 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 Combination and Partnership Experience

• Financial Experience

• Sales, Mar keting and Brand Management Experience

Peter A. Feld

Director

Managing Member and Head of Research, Starboard Value LP

Age: 43

Director Since: 2018

Committee Memberships: Compensation (Chair) | Nominating and Governance

Other Current Pub lic Boards: GCP Technologies Inc. | Green Dot Corporation

Other Public Boards in the Last Five Years: Magellan Health, Inc. | AECOM |

Marvell Technology Group Ltd. | The Brink’s Company | Insperity, Inc.

Peter A. Feld has served as a Managing Member, Portfolio Manager and Head of Research of Star board Value LP since

April 2011. Prior to founding Starboard in 2011, Mr. Feld was a Managing Director and Head of Research at Ramius LLC for

funds that comprised the Value and Opportunity investment platfor m. Prior to joining Ramius in February 2005, Mr. Feld was an

analyst in the Technology Investment Banking group at Banc of America Securities LLC. 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 Green Dot Corporation, a

payments company. Mr. Feld previously served on the boards of directors of a number of companies including Magellan Health,

Inc., from March 2019 to January 2022, 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 A pril 2014 and Integrated Device Technology, Inc. from June 2012 to February 2014. Mr. Feld received a B.A. degree

in Economics from Tufts University.

Director Qualifications:

• Cyber Safety, Technology Expertise

• Leadership Experience

• Public Company Board Experience

• Strategic Transformation Experience

• Business Combination and Partnership Experience

• Financial Experience

• Sales, Mar keting and Brand Management Experience

Emily Heath

Director

Age: 48

Director Since: 2021

Committee Memberships: Audit | Technology and Cybersecurity (Chair)

Other Current Pub lic Boards: None

Other Public Boards in the Last Five Years: None

Emily Heath served as Senior Vice President, Chief Trust and Security Officer at DocuSign, Inc. from October 2019 through

March 2022. 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 fir m, 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 and Wiz,

a private cloud security 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, Mar keting and Brand Management Experience

Vincent Pilette

CEO & Director

Age: 50

Director Since: 2019

Committee Memberships: None

Other Current Pub lic Boards: None

Other Public Boards in the Last Five Years: 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

Sherrese M. Smith

Director

Managing Partner, Paul Hastings LLC

Age: 50

Director Since: 2021

Committee Memberships: Nominating & Governance | Technology and Cybersecurity

Other Current Pub lic Boards: Cable One, Inc.

Other Public Boards in the Last Five Years: None

Sherrese 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 Managing Partner and

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 Combination and Partnership Experience

• Financial Experience

• Sales, Mar keting and Brand Management Experience

Summary of Director Qualifications and Experience

Our Board is comprised of directors with complementary skills and qualifications needed to effectively over see 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.

Board Diversity Matrix*

Total Number of Directors ..................................................... 9

Gender: ................................................................... Male Female

Number of directors based on gender identity ........................................ 5 4

Number of directors who identify in any of the categories below:

African American or Black ...................................................... 0 1

Asian ..................................................................... 1 1

White ..................................................................... 4 2

LGBTQ+ ................................................................... 1

* Based on our current Board composition as of July 18, 2022.

Director Compensation

Director Compensation Highlights

• Fees for committee service and service on the Board

• Emphasis on equity in the overall compensation mix

• Full-value equity grants with time-based vesting

• No performance-based equity award

• Robust stock ownership guideline

• Stockholder approved annual limit on non-employee director compensation

• Policies prohibiting hedging and pledging by our directors

The policy of the Board is that the 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 director s, has the primary responsibility to review

and consider any revisions to director compensation.

Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board determined the

non- employee director s’ compensation for FY22 as follows.

2022 Annual Retainers:

All Non-Employee Director s $50,000

Independent Chair $75,000

Audit Committee Chair $15,000

Compensation Committee Chair $15,000

Nominating and Governance Committee Chair $10,000

Technology and Cybersecurity Committee Chair $15,000

Audit Committee Membership $ 5,000

Compensation Committee Membership $10,000

Nominating and Governance Committee Membership $ 5,000

Technology and Cybersecurity Committee Membership $10,000

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 (the 2013

Plan) and NortonLifeLock’s non-employee director compensation policy, which allows director s 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 compensation policy adopted by our Board, in FY22, each

non-employee member of the Board received an annual award of fully vested restricted stock units (RSUs) under the 2013

Plan on the first day of fiscal year 2021, having a fair market value on the grant date equal to a predetermined dollar

value, which was $260,000 for FY22.

2022 Annual Equity Awards:

All Non-Employee Director s $260,000

Stock-Approved Limited on Non-Employee Directors Compensation. Our stockholder approved 2013 Plan also provides

that the aggregate value of all compensation paid or g ranted, as applicable, to any individual for service as a non-employee

director of our Board of Directors with respect to any fiscal year, including awards granted under the 2013 Plan and cash

fees paid by us to such non-employee director, will not exceed $900,000 in total value.

Director Stock Ownership Guidelines: The Compensation Committee adopted the following stock ownership guidelines for

our non-employee director s 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 annua l 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.

The stock ownership information for each of our directors is shown under the heading “Security Ownership of Certain

Beneficial Owners and Management” on page 47 of this proxy statement. As of June 15, 2022, all our directors had either

met their stock ownership requirement or had remaining time to do so.

Fiscal 2022 Director Compensation

The following table provides information for FY22 compensation for all of our current non-employee directors:

Fees Earned or

Paid in Cash ($)

Stock Awards

($)

(1)(2)(3)

Total ($)

Susan P. Barsamian 30,029 309,971 340,000

Eric K. Brandt 30,029 309,971 340,000

Frank E. Dangeard 95,029 309,971 405,000

Nora M. Denzel 80,008 259,992 340,000

Peter A. Feld 30,029 309,971 340,000

Kenneth Y. Hao 29 309,971 310,000

Emily Heath 30,029 309,971 340,000

Sherrese M. Smith 10,029 309,971 320,000

(1)

The aggregate full grant date fair value for each director’s 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

FY22.

(2)

Each non-employee director was granted 10,248 RSUs on May 13, 2021, with a per share fair value of $25.37 and an aggregate grant date fair

value of $259,992.

(3)

In lieu of cash, each non-employee director, other than Ms. Denzel, 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 1,970 shares at a per share fair

value of $25.37 and an aggregate grant date fair value of $49,979.

Certain Changes Beginning in Fiscal Year 2023

In June 2022, in accordance with the recommendation of the Compensation Committee, and based on input from its

compensation consultant, the Board approved certain changes to our non-employee director compensation policy for fiscal

year 2023 (FY23) to increase our Independent Chair cash retainer and to require vesting for director fees and RSUs.

Annual Fees. For FY23, the Independent Chair cash retainer was increased from $75,000 to $100,000 to better reflect

market practice and to appropriately compensate our Chair for his time, commitment, and contributions to the Board. Further,

each non-employee director will earn his or her annual retainer fee and committee cash fees in equal portions quarterly

on December 1st, March 1st, June 1st and September 1st, subject to the director’s service through each such date.

Each non-employee director will a lso be permitted to elect to receive such director’s annual retainer fee in the form of

restricted stock units in lieu of cash, which will be granted on the date of the annual meeting immediately following such

election (or on the date of appointment for new non-employee directors who join the Board between annual meetings) whic h

will vest on the same dates as the cash retainer.

Equity Awards. In addition, beginning with FY23, on the date of the annual meeting occurring during each fiscal year, each

non-employee director will receive an annual award of restricted stock units having a fair market value on the grant date

equal to $260,000, which will vest 100% on the earlier of the first anniversary of the date of grant and the next annual

meeting, subject to the director’s continued service through the vesting date. The amount of such grants will be prorated for

directors who are appointed between annual meetings.

Change in Control. In the event of a change in control, all unearned cash fees and unvested restricted stock unit awards

granted to non-employee directors under the non-employee director compensation policy will accelerate in full.

Gap Period. On the date of the 2022 Annual Meeting, each non-employee director serving on the Board during the period

from the first day of FY23 to the date of the 2022 Annual Meeting (such period, the Gap Period) will also receive a

prorated annual cash retainer fee equal to $20,833, prorated committee fees, and a fully vested award of stock with a fair

market value on the grant date equal to $108,833 to compensate such directors for their service on the Board during the Gap

Period. Non-employee directors may elect to receive stock in lieu of cash for all of their prorated annual cash retainer fee

for the Gap Period in the form of a fully vested stock award on the date of the 2022 Annual Meeting.

A full description of updates to our non-employee director compensation policy beginning with FY23 will be provided in our

proxy statement in respect of FY23.

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

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 2023. As a matter of good corporate governance,

the Audit Committee has decided to submit its selection of independent audit firm to stockholders for ratification. If 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 FY22. 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 a t 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 2022 and 2021. 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

2022 and 2021 for each of the following categories of services are as follows:

Fees Billed to NortonLifeLock FY22 FY21

Audit fees

(1)

...................................................... $5,395,309 $7,021,702

Audit related fees

(2)

................................................ $ 122,000 —

Tax fees

(3)

....................................................... $ 102,852 $ 238,925

All other fees

(4)

................................................... $ 362,000 —

Totalfees ....................................................... $5,982,161 $7,260,627

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

PROPOSAL NO. 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, stockholder s 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 nar rative discussion, is hereby approved.”

As described more fully in the Compensation Discussion & Analysis section of this proxy statement, we believe our named

executive officers are compensated in a manner consistent with 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 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 of ficers 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 a pprove to executive

compensation at the 2023 Annual Meeting of Stockholders.

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

PROPOSAL NO. 4

APPROVAL OF AMENDMENT OF THE 2013 EQUITY INCENTIVE PLAN

We are asking stockholders to approve the amendment of the 2013 Equity Incentive Plan (2013 Plan) to eliminate the term

of the plan. If this amendment is not approved, our 2013 Plan will terminate on October 22, 2023, and we will not be able

to grant any awards under the 2013 Plan following its termination. No new shares are being requested and no other material

changes have been made to the 2013 Plan which require stockholder approval other than the elimination of the termination

date.

Background of Amendment

We believe that amending the 2013 Plan to eliminate the term of the plan is in the best interests of our Company because

of the continuing need to provide equity-based incentives to attract, motivate and retain the most qualified personnel and

to respond to relevant market changes in equity compensation practices. The use of equity compensation has historically

been a significant part of our overall compensation philosophy at NortonLifeLock and is a practice that we plan to continue.

The 2013 Plan serves as an important part of this practice and is a critical component of the overall compensation package

that we offer to retain and motivate our employees. In addition, awards under the 2013 Plan provide our employees with

an opportunity to acquire or increase their ownership stake in us, and we believe this aligns their interests with those of our

stockholders, creating strong incentives for our employees to work hard for our future growth and success. If Proposal

No. 4 is not approved by our stockholders, we believe our ability to attract, motivate and retain the talent we need to compete

in our industry would be seriously and negatively impacted and this could affect our long-term success.

Plan History

The 2013 Plan was originally adopted by the Board in July 2013, and it was approved by our stockholders in October 2013.

Since the 2013 Plan became effective, it has been amended several times to, among other things, increase the number

of shares and add certain features, which we believe promote compensation governance best practices. The plan was most

recently amended by the Board in June 2022 to eliminate the term of the plan, subject to stockholder approval. The 2013

Plan was also amended by the Board to remove references to Section 162(m) of the Internal Revenue Code (Section 162(m)),

which are no longer applicable, while retaining certain best practice performance-based award provisions.

The following table summarizes certain information regarding our equity incentive program, which includes our 2013 Plan

and awards granted under other plans (other than our 2008 Employee Stock Purchase Plan). Our only active equity plans

with available shares for future issuance are our 2013 Plan and our 2008 Employee Stock Purchase Plan.

As of June 15,

2022

Total number of shares of common stock subject to outstanding full value awards (including PRUs and

RSUs) under the 2013 Plan

(1)

....................................................... 9,531,858

Total number of shares of common stock subject to outstanding stock options under all plans (including

options assumed in transactions) ..................................................... 190,891

Weighted-average exercise price of outstanding stock options

(2)

................................ $5.61

Weighted-average remaining term of outstanding stock options ................................ 3.52 years

Total number of shares of common stock available for future grant under the 2013 Plan .............. 11,508,657

(1)

Includes unvested PRUs at the target g rant level. There are no outstanding full value awards under any other equity plan.

Dilution, Burn Rate, and Equity Overhang

The Compensation Committee regularly reviews our burn rate and equity overhang activity to thoughtfully manage our

long-term stockholder dilution. The following table provides detailed information regarding our burn rate and equity overhang

activity for the last three fiscal years, which, in the interest of transparency, includes the impact of share repurchases that

we made during such years.

Fiscal 2022

(%)

Fiscal 2021

(%)

Fiscal 2020

(%)

Gross Burn Rate

(1)

0.71 1.00 2.47

Net Burn Rate

(2)

0.53 0.74 0.52

Equity Overhang

(3)

4.00 4.32 5.40

(1)

Gross burn rate = total number of shares granted under all of our equity incentive plans during a period divided by the weighted average number of

shares of common stock outstanding during that period and expressed as a percentage.

(2)

Net burn rate = total number of shares granted under all of our equity incentive plans during a period, minus the total number of shares returned to

such plans through awards cancelled during that period, divided by the weighted average number of shares of common stock outstanding during

that period and expressed as a percentage.

(3)

Overhang = total number of shares underlying options and awards outstanding plus shares available for issuance under all of our equity incentive

plans at the end of a period divided by the weighted average number of shares of common stock outstanding during that period and expressed as

a percentage.

The table below shows the number of options and full value awards granted in each of the last three years as well as the

number of performance-based awards that were earned each year.

Fiscal Year

Option

Awards

Granted

Time-

Based

Options

Granted

Perfor mance-

Based

Options

Granted

(1)

Perfor mance-

based

Options

Earned

Total Full-

Value

Awards

Granted

Time-

Based

RSUs

Granted

PRUs

Granted

(1)

PRUs

Earned

2022 — — — — 6,730,293 4,149,490 2,580,803 150,132

2021 — — — 975,000 4,628,315 3,664,543 963,772 2,078,155

2020 1,625,000 — 1,625,000 650,000

(2)

14,421,293 12,449,867 1,971,426 971,522

(1)

Amounts are reflected at target and reflect certain subsequent adjustments made to reduce the number of shares subject to the award.

(2)

Includes 650,000 shares that vested upon the closing of the sale of our Enter prise Security assets to Broadcom Inc.

Promotion of Compensation Governance Best Practices

The 2013 Plan is designed to promote compensation governance best practices and play an important part of our pay-for-

performance philosophy:

• No “evergreen” provision. The 2013 Plan has a fixed number of shares available for issuance. It is not an “evergreen”

plan.

• No “fungible share reserve.” The 2013 Plan does not contain a “fungible share reserve.” Instead, each one share

granted as a restricted stock award, RSU (including PRUs), stock option or stock appreciation right (SAR) under the

2013 Plan will count as the issuance of one share reserved for issuance under the 2013 Plan for the purpose of

computing shares remaining available for issuance.

• No discounted options or SARs. Stock options and SARs must be granted with an exercise price that is not less

than 100% of the fair market value on the date of grant.

• One year minimum vesting on options and SARs. Subject to certain exceptions, each stock option and SAR

granted under the 2013 Plan, other than a stock option or SAR granted in substitution for a stock option or SAR

granted under a stock plan of a company acquired by the Company, is subject to a minimum service vesting

requirement of one year from the date of grant of such stock option or SAR.

• Repricing prohibited. Repricing or certain other exchanges of stock options and SARs for new 2013 Plan awards or

cash is prohibited unless stockholder approval is first obtained.

• Non-Employee Director Compensation Limit. The aggregate value of all compensation paid or granted, as applicable,

to any individual for service as a non-employee director of our Board of Directors with respect to any fiscal year,

including awards granted under the 2013 Plan and cash fees paid by us to such non-employee director, will not exceed

$900,000 in total value.

• No recycling or liberal share counting. No recycling of shares or “liberal share counting” practices are permitted

under the 2013 Plan. Shares tendered to us or retained by us in the exercise or settlement of an award or for tax

withholding, or shares that are repurchased on the open market with the proceeds of an option exercise price will not

become available again for issuance under the 2013 Plan. In addition, the gross shares subject to a SAR award

and not the net number of shares actually issued upon exercise of such SAR counts against the 2013 Plan reserve.

Summary of our 2013 Equity Incentive Plan, as Amended

The following is a summary of the principal provisions of the 2013 Plan, as proposed to be amended. This summary does

not purport to be a complete description of all of the provisions of the 2013 Plan. It is qualified in its entirety by reference

to the full text of the 2013 Plan, which is set forth in Annex B to this proxy statement.

Administration. The Compensation Committee administers the 2013 Plan (except when the Board decides to directly

administer the 2013 Plan).

Eligibility. Employees (inc luding officers), consultants, independent contractors, advisors and members of the Board

(including non-employee directors) are eligible to participate in the 2013 Plan. As of June 17, 2022, there were approximately

2,638 employees, including three executive officers, seven consultants, and eight non-employee directors that were

eligible to receive awards under the 2013 Plan.

Since our executive officers and non-employee directors may participate in the 2013 Plan, each of our executive officers, non-

employee directors and director nominees has an interest in Proposal No. 4.

Types of Awards. Awards that may be granted are stock options (both nonstatutory stock options and incentive stock

options (which may only be granted to employees)), restricted stock awards, RSUs (including PRUs) and stock appreciation

rights (each individually, an award).

Shares Reserved for Issuance. The total number of shares reserved under the 2013 Plan since the 2013 Plan’s adoption

is 82,000,000 shares, with 11,508,657 shares available for future issuance as of June 15, 2022.

Shares Returned to the Plan. Shares that are subject to issuance upon exercise of an option but cease to be subject to

such option for any reason (other than exercise of such option), shares that are subject to an award that is granted but is

subsequently forfeited or repurchased by NortonLifeLock at the original issue price and shares that are subject to an award

that terminates without shares being issued will a gain be available for grant and issuance under the 2013 Plan.

Shares Not Returned to the Plan. Shares that are withheld to pay the exercise or purchase price of an award or to satisfy

any tax withholding obligations in connection with an award, shares that are not issued or delivered as a result of the net

settlement of an outstanding option or SAR and shares that are repurchased on the open market with the proceeds of

an option exercise price will not be available again for grant and issuance under the 2013 Plan.

Reduction of Shares. For purposes of determining the number of shares available for grant under the 2013 Plan, any

equity award (i.e., an option, SAR, award of restricted stock or RSUs) will reduce the number of shares available for issuance

by one share.

Per-Share Exercise Price. The per-share exercise price of stock options and SARs granted under the 2013 Plan must

equal at least the fair market value of a share of our common stock on the grant date of the option or SAR.

No Repricing. The exercise price of an option or SAR may not be reduced (repriced) and no option or SAR may be

cancelled in exchange for an award with a lower exercise price or cash without first obtaining stockholder approval (other

than in connection with certain corporate transactions, including stock splits, stock dividends, mergers, spin-offs and certain

other similar transactions).

Recoupment (Clawback) Policy; Insider Trading Policy. Under the 2013 Plan, awards granted under the 2013 Plan are

subject to a clawback policy adopted by the Board or required by law. We maintain a formal clawback policy for recoupment

of performance-based equity compensation, PRUs and other performance-based compensation granted under the 2013

Plan from the Company’s executive officers, including all named executive officers. Pursuant to this policy, the Board of

Directors may seek to recoup certain incentive compensa tion from executives in the event that the Company is required

to restate its financial statements due to fraud or intentional misconduct for three fiscal years preceding the date on which

the Company is required to prepare an accounting restatement, or for certain violations of the Company’s policies. This

policy opera tes in addition to any compensation recoupment provided for under the Company’s Executive Annual Incentive

Plans or other equity arrangements. Awards under the 2013 Plan are also subject to compliance with the Company’s insider

trading policy.

Number of Shares Per Calendar Year. No person will be eligible to receive more than 2,000,000 shares in any calendar

year pursuant to the grant of awards under the 2013 Plan, except that new employees are eligible to receive up to a maximum

of 3,000,000 shares in the calendar year in which they commence employment with us.

Non-Employee Director Compensation Limit. Under the 2013 Plan, non-employee directors may be granted stock options

and other equity awards either on a discretionary basis or pursuant to a policy adopted by the Board. Additionally, the

aggregate value of all compensation paid or granted, as a pplicable, to any individual for service as a non-employee

director of our Board of Directors with respect to any fiscal year, including awards granted under the 2013 Plan and cash

fees paid by us to such non-employee director, will not exceed $900,000 in total value.

Beginning with the 2023 fiscal year pursuant to a policy adopted by the Board, on the date of the annual meeting occurring

during each fiscal year, each non-employee director of the Board will receive an annual award of restricted stock units

having a fair market value on the grant date equal to $260,000, which will vest 100% on the earlier of the first anniversary

of the date of grant and the next annual meeting, subject to the director’s continued service through the vesting date. The

amount of such grants will be prorated for directors who are appointed between annual meetings.

In addition, each non-employee director may elect to receive such director’s annual retainer fee in the form of restricted

stock units in lieu of cash, which will be granted on the date of the annual meeting immediately following such election (or

on the date of appointment for new non-employee directors who join the Board between annual meetings) and which will

vest in equal portions quarterly on the same dates as the cash retainer.

On the date of the 2022 Annual Meeting, each non-employee director serving on the Board during the period from the first

day of the 2023 fiscal year to the date of the 2022 Annual Meeting (such period, the Gap Period) will receive an additional

prorated annual cash retainer fee equal to $20,833, prorated committee fees, and an additional fully vested award of stock

with a fair market value on the grant date equal to $108,833 to compensate such directors for their service on the Board

during the Gap Period. Non-employee directors may elect to receive stock in lieu of cash for all of their prora ted annual cash

retainer fee for the Gap Period in the form of a fully vested stock award on the da te of the 2022 Annual Meeting.

Vesting and Exercisability. Awards become vested and exercisable, as applicable, within such periods, or upon such

events, as determined by the administrator and as set forth in the related award agreement. Vesting may be based on the

passage of time in connection with services performed for us or upon achievement of performance goa ls or other criteria,

which may include the performance goals that are set forth in the 2013 Plan. The maximum term of each option and

SAR is ten years from the date of grant. As a matter of practice, options have generally been subject to a four-year vesting

period with a one-year period before any vesting occurs and are currently granted with a maximum term of seven years

from the date of grant. Options cease vesting on the date of termination of service or the death or disa bility of the employee,

and generally expire three months after the termination of the employee’s service to NortonLifeLock or up to 12 months

following the date of death or disability. However, if an employee is terminated for cause, the option expires upon termination.

SARs become exercisable as they vest and are settled in cash or shares, as determined by the administrator, having a

value at the time of exercise equal to (1) the number of shares deemed exercised, times (2) the amount by which

NortonLifeLock’s stock price on the date of exercise exceeds the exercise price of SARs. RSUs are settled in cash or shares,

depending on the terms upon which they are granted, and only to the extent tha t they are vested. Shares subject to a

restricted stock award that are unvested remain subject to our right of repurc hase.

Minimum Vesting. No stock option or SAR award granted on or after November 1, 2016 will vest until at least 12 months

following the date of g rant of the award; provided, however, that up to 5% of the shares authorized for issuance under the

2013 Plan as of November 1, 2016 may be subject to stock options and SAR awards granted on or after November 1,

2016 which do not meet such vesting (and, if applicable, exercisability) requirements.

No Dividends Paid on Unvested Awards. Under the 2013 Plan, dividend or dividend equivalent payments may be accrued

but not paid on unvested equity awards. Any dividends or dividend equivalents on unvested awards are subject to the same

vesting conditions as the awards to which they relate and may be paid at the time of vesting.

Method of Exercise. The exercise price of options and the purchase price, if any, of other stock awards may be paid by

cash, check, wire transfer or, where expressly approved by the administrator and permitted by applicable law, cancellation

of indebtedness of NortonLifeLock to the participant, surrender of shares held by the participant that have a fair market

value on the date of surrender equal to the aggregate exercise price of the exercised or settled shares, cashless “net

e xercise” arrangement, waiver of compensation due or accrued to the participant for services rendered, broker assisted same-

day sales (solely with respect to the exercise of an option) or other methods permitted by the 2013 Plan, the administrator

and applicable law.

Adjustment of Shares. In the event of a stock dividend, recapitalization, stock split, rever se stock split, subdivision,

combination, reclassification or similar change in the capital structure of NortonLifeLock without consideration or if there is

a change in the corporate structure of NortonLifeLock, then (a) the number of shares reserved for issuance and future

grant under the 2013 Plan, (b) the limits on the number of shares that may be issued to participants in a calendar year,

that may be issued as incentive stock options, (e) the maximum number of shares that may be issued to non-employee

directors in a fiscal year and (f) the purchase price and number of shares subject to other outstanding awards, including

restricted stock awards, will be proportionately adjusted, subject to any required action by the Board or our stockholders and

subject to compliance with applicable securities laws. In the event of an extraordinary cash dividend, the Company may

make certain adjustments in lieu of the above, including cash payments.

Corporate Transaction. In the event of a corporate transaction constituting change in the ownership or effective control of

NortonLifeLock or a change in the ownership of a substantial portion of the assets of NortonLifeLock (as set forth in the 2013

Plan), the buyer may, among other alternatives, either assume outstanding awards or substitute equivalent awards,

provided that all non-employee director awards will accelerate upon the closing of the transaction unless otherwise

determined by the Board. If the buyer fails to assume or substitute awards issued under the 2013 Plan, all awards will

accelerate upon the closing of the transaction, unless otherwise determined by the Board. Subject to any greater rights

granted to participants as described in the foregoing, any outstanding awards will be treated as provided in the applicable

agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets or other corporate transaction. The 2013

Plan also allows the Compensation Committee or the Board to determine the vesting, exercisability and payment of

awards, which includes providing for the acceleration of outstanding equity awards in connection with a change in control.

In accordance with this provision, the Board has adopted the NortonLifeLock Inc. Executive Retention Plan, which

provides for the acceleration of equity awards in the event that an executive officer’s employment is terminated without

cause or constructively terminated by the acquirer within 12 months after the change in control.

Amendment or Termination of 2013 Plan. The 2013 Plan, as amended, does not have a term. However, the Board may at

any time amend or terminate the 2013 Plan in any respect; provided, that the Board may not, without the approval of the

stockholders of NortonLifeLock, amend the 2013 Plan to increase the number of shares that may be issued under the 2013

Plan, change the designation of employees or class of employees eligible for participation in the 2013 Plan, reduce

(reprice) the exercise price of an option or SAR or cancel any option or SAR in exchange for an award with a lower exercise

price or cash (other than in connection with certain corporate transactions, including stock splits, stock dividends, mergers,

spin-offs and certain other similar transactions), or materially modify a provision of the 2013 Plan if the modification

requires stockholder approval under Nasdaq rules.

Summary of Federal Income Tax Consequences of Awards Granted under the 2013 Equity Incentive Plan, as

Amended

The following is a general summary as of the date of this proxy statement of the U.S. federal income tax consequences to

NortonLifeLock and participants in the 2013 Plan with respect to awards granted under the 2013 Plan. U.S. federal tax

laws may change and U.S. federal, state and local tax consequences for any participant will depend upon his or her individual

circumstances.

Tax Treatment of the Participant

Incentive Stock Options. An optionee will recognize no income upon the grant of an incentive stock option (ISO) and will

incur no tax upon exercise of an ISO unless for the year of exercise the optionee is subject to the alternative minimum tax

(AMT). If the optionee holds the shares purchased upon exercise of the ISO (the ISO Shares) for more than one year

after the date the ISO was exercised and for more than two years after the ISO’s grant date (the required holding period),

then the optionee generally will realize long-term capital gain or loss (rather than ordinary income or loss) upon disposition

of the ISO Shares. This gain or loss will equal the difference between the amount realized upon such disposition and the

amount paid for the ISO Shares upon the exercise of the ISO.

If the optionee disposes of ISO Shares prior to the expiration of the required holding period (a disqualifying disposition),

then gain realized upon such disposition, up to the difference between the option exercise price and the fair market value of

the ISO Shares on the date of exercise (or, if less, the amount realized on a sale of such ISO Shares), will be treated as

ordinary income. Any additional gain will be capital gain, and treated as long-term capital gain or short-term capital gain

depending upon the amount of time the ISO Shares were held by the optionee.

Alternative Minimum Tax. The difference between the exercise price and fair mar ket value of the ISO Shares on the date

of exercise is an adjustment to income for purposes of the AMT. Alternative minimum taxable income is determined by

adjusting regular taxable income for certain items, increasing that income by certain tax preference items and reducing

this amount by the applicable exemption amount. If a disqualifying disposition of the ISO Shares occurs in the same

calendar year as exercise of the ISO, there is no AMT adjustment with respect to those ISO Shares. Also, upon a sale of

ISO Shares that is not a disqualifying disposition, alternative minimum taxable income is reduced in the year of sale by the

excess of the fair market value of the ISO Shares at exercise over the amount paid for the ISO Shares.

Nonstatutory Stock Options. An optionee will not recognize any taxable income at the time a NSO is granted. However,

upon exercise of a NSO, the optionee must include in income as compensation an amount equal to the difference between

the fair market value of the shares on the date of exercise and the optionee’s exercise price. The included amount must

be treated as ordinary income by the optionee and will be subject to income tax withholding by NortonLifeLock if the optionee

is an employee. Upon resale of the shares by the optionee, any subsequent appreciation or depreciation in the value of

the shares will be treated as long-term or short-term capital gain or loss depending upon the amount of time the NSO shares

were held by the optionee.

Restricted Stock Units. In general, no taxable income is realized upon the grant of a RSU award (including awards of

PRUs). The participant will generally include in ordinary income, which will be subject to income tax withholding by

NortonLifeLock if the participant is an employee, the fair market value of the shares of stock that are delivered to the

participant upon settlement, which generally occurs at the time the RSUs vest.

Restricted Stock. A participant receiving restricted shares for services recognizes taxable income when the shares

become vested. Upon vesting, the participant will include in ordinary income an amount, which will be subject to income

tax withholding by NortonLifeLock if the participant is an employee, equal to the difference between the fair market value of

the shares at the time they become substantially vested and any amount paid for the shares. Upon resale of the shares

by the participant, subsequent appreciation or depreciation in the va lue of the shares is treated as long-term or short-term

capital gain or loss depending on the amount of time the shares were held by the participant.

If the participant makes an election under Section 83(b) of the Code, the participant will include in income as ordinary

income the fair market value of the shares of stock on the date of receipt of the award, less any purchase price paid for

such shares. The income will be subject to withholding by NortonLifeLock (either by payment in cash or withholding out of

the participant’s award). If the award is subsequently forfeited, the participant will not receive any deduction for the amount

treated as ordinary income.

Stock Appreciation Rights. A grant of a SAR has no federal income tax consequences at the time of grant. Upon the

exercise of SARs, the value of the shares or other consideration received is generally taxable to the recipient as ordinary

income, which will be subject to income tax withholding by NortonLifeLock if the recipient is an employee.

Tax Treatment of NortonLifeLock

Subject to any withholding requirement, the standard of reasonableness, and (if applicable) Section 162(m), NortonLifeLock

generally will be entitled to a deduction to the extent any participant recognizes ordinary income from an award granted

under the 2013 Plan.

ERISA Information

The 2013 Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as

amended.

Accounting Treatment

NortonLifeLock will recognize compensation expense in connection with awards granted under the 2013 Plan as required

under applicable accounting standards. NortonLifeLock currently recognizes compensation expense associated with equity

awards over an award’s requisite service period and establishes fair value of equity awards in accordance with applicable

accounting standards.

New Plan Benefits

The 2013 Plan does not provide for set benefits or amounts of awards and we have not approved any awards that are

conditioned on stockholder approval of the 2013 Plan. However, as noted above, each non-employee member of the Board

who elected to receive restricted stock units in lieu of their annual cash retainer fees under the 2013 Plan and is reelected

for another term, will receive his or her grant on the date of the 2022 Annual Meeting. In addition, each non-employee

director will receive an annual award of restricted stock units under the 2013 Plan, having a fair market value on the grant

date equal to $260,000, an additional fully vested award of stock with a fair market value on the grant date equal to $108,833

to compensate such director for his or her service between the period from the first day of FY23 to the date of the 2022

Annual Meeting (referred to above as the Gap Period), and, to the extent such director elects to receive stock in lieu of the

prorated annual cash retainer fee for the Ga p Period, an additional fully vested award of stock with a fair market value on

the grant date equal to $20,833. The following table summarizes the a ggregate value of the shares that our current non-

employee directors as a group may receive if they remain a director following the 2022 Annual Meeting (and assuming

each director elects to receive restricted stock units in lieu of annual cash retainer fees and a fully vested award of stock

in lieu of the prorated annual cash retainer fee for the Gap Period) and highlights the fact that none of our executive officers

(including our named executive officers) or employees will receive any set benefits or awards that are conditioned upon

stockholder approval of the 2013 Plan. All other future awards are discretionary and cannot be determined at this time.

Name

Stock Awards and

Restricted Stock

Units Granted

Named Executive Officers:

Vincent Pilette ................................................................ —

NatalieM.Derse .............................................................. —

BryanKo .................................................................... —

All current executive officers as a group (3 persons)

(1)

.................................. —

All current non-employee directors as a group (8 persons) .............................. $3,077,662

(2)

All employees, excluding current executive officers .................................... —

(1)

Consists of Mr. Pilette, Ms. Derse and Mr. Ko.

(2)

Consists of the sum of the following grants that may be made to each non-employee director, who is elected at the Annua l Meeting: (i) an annual

restricted stock unit award with a grant date fair market value equal to $260,000; (ii) an additional fully vested award of stock with a grant date fair

market value equal to $108,833; and (iii) assuming that each non-employee director elects to receive restricted stock units in lieu of annual cash

retainer fees and a fully vested award of stock in lieu of the prora ted annual cash retainer fee for the Gap Period, restricted stock units with a

grant date fair market value equal to $50,000 and a fully vested award of stock with a grant da te fair mar ket value equal to $20,833. The number of

shares subject to each non-employee director’s stock awards and RSU awards will not be determinable until the grant date. See the section

entitled “Director Compensation” on page 29 for more information.

As of June 15, 2022, since the inception of the 2013 Plan, the aggregate number of awards granted to each named

executive officer and the various indicated groups under the 2013 Plan are:

Name

Number of Awards

Granted under 2013 Plan

(1)

Named Executive Officers:

Vincent Pilette ........................................................... 1,786,153

NatalieM.Derse......................................................... 746,762

BryanKo .............................................................. 797,908

All current executive officers as a group (3 persons)

(2)

............................ 3,330,823

All current non-employee directors as a group (8 persons)

(3)

....................... 329,430

All employees, excluding current executive officers ............................... 111,797,488

(1)

No awards have been granted under the 2013 Plan to any associate of any of our directors (including nominees) or executive of ficers and no

person received 5% or more of the total awards granted under the 2013 Plan since its inception.

(2)

Consists of Mr. Pilette, Ms. Derse and Mr. Ko.

(3)

All the non-employee directors who are nominees for election as a director are included within this group in addition to Mr. Hao, who was not

nominated for election. The total number of shares that such nominees were granted on an individual basis are as follows: Susan P. Barsamian:

39,941; Eric K. Brandt: 24,611; Frank E. Dangeard: 94,790; Nora M. Denzel: 26,148; Peter A. Feld: 43,988; Emily Heath: 12,791; and Sherrese M.

Smith: 12,791.

Equity Compensation Plan Information

The following table gives infor mation about NortonLifeLock’s common stock that may be issued upon the exercise of

options, warrants and rights under all of NortonLifeLock’s existing equity compensation plans as of April 1, 2022:

Equity Compensation Plan Information

Plan Category

Number of Securities

to be Issued Upon

Exercise of

Outstanding Options,

Warrants and Rights

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plans

(Excluding Securities

Reflected in Column (a))

(a) (b) (c)

Equity compensation plans approved by security

holders ................................ — — 54,839,883

(1)

Equity compensation plans not approved by security

holders ................................ —

(2)

——

Total ................................... — — 54,839,883

(1)

Represents 31,785,751 shares remaining available for future issuance under NortonLifeLock’s 2008 Employee Stock Purchase Plan, including

shares subject to purchase during the current offering period, which commenced on February 16, 2022 (the exact number of which will not be known

until the purchase date on August 15, 2022), 8,936,356 shares issuable upon settlement of PRUs and RSUs (at 100% of target), and 14,117,776

shares issuable for future grant under our 2013 Plan as of April 1, 2022.

(2)

Excludes outstanding options to acquire 196,449 shares as of April 1, 2022 that were assumed as part of various acquisitions. The weighted

average exercise price of these outstanding options was $5.51 as of April 1, 2022. In connection with these acquisitions, NortonLifeLock has only

assumed outstanding options and rights, but not the plans themselves, and therefore, no further options may be granted under these acquired-

company plans.

PROPOSAL NO. 5

STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER

RATIFICATION OF TERMINATION PAY

John Chevedden, on behalf of Kenneth Steiner (the Proponent), has notified us that he intends to present the following

proposal at the Annual Meeting and that Mr. Steiner owns the requisite number of NortonLifeLock shares.

For the reasons set forth by NortonLifeLock in the section titled “Company Statement in Opposition” following the

Proponent’s Proposal and supporting statement, NortonLifeLock recommends a vote AGAINST the Proponent’s Proposal.

The Board and NortonLifeLock accept no responsibility for the proposal and supporting statement.

Proposal 5 — Shareholder Ratification of Termination Pay

Shareholder

Rights

FOR

Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package

that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s

base salary plus target short-term bonus.

“Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to a senior

executive’s termination for any reason. Payments include those provided under employment agreements, severance plans,

and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation

earned and vested prior to ter mination.

“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested

under a plan generally available to management employees, post-employment consulting fees or office expense and equity

awards if vesting is accelerated, or a performance condition waived, due to termination.

The Board shall retain the option to seek shareholder approval after material terms are agreed upon.

Generous performance-based pay can sometimes be justified but shareholder ratification of “golden parachute” severance

packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay

with shareholder interests.

For instance at one company if the CEO is termina ted without cause, whether or not his termination follows a change in

control, he will receive $39 million in termination pay, nearly 7-times his base salary plus short-term bonus.

It is in the best interest of NortonLifeLock shareholders to be protected from such lavish management termination

packages for one person. This proposal would also be a good supplement to our established Financial Code of Ethics.

It is important to have this policy in place so that NortonLifeLock management stays focused on improving company

performance as opposed to seeking a business combination mostly to trigger a management golden parachute windfall.

This proposal is more important at NortonLifeLock because Mr. Vincent Pilette’s FY21 annua l pay was $13 million and our

stock has been mostly flat since its $30 price in 2017.

This proposal is a governance improvement proposal like the 2021 shareholders proposal to establish a permanent policy

for an independent NortonLifeLock board chairman which won our 51% support. The 51% vote was truly impressive

because management opposed this shareholder proposal and management opposition typica lly gets a ton of automatic

votes.

Please check this proxy for management’s response to our 51% vote. If management makes a fig leaf response to a

majority shareholder vote shareholders can consider whether to vote against the chair of the Governance Committee which

may still be Ms. Susan Barsamian.

This proposal topic also won 58% support at the 2021 FedEx annual meeting.

Please vote yes:

Shareholder Ratifica tion of Termination Pay — Proposal 5

Our Board of Directors’ Statement in Opposition to Proposal No. 5

NortonLifeLock’s Board of Directors unanimously recommends a vote “AGAINST” the stockholder proposal.

The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not

in the best interests of NortonLifeLock and its stockholders.

As disclosed elsewhere in this Proxy Statement, we maintain strong pay governance policies and practices with respect to

post-termination compensation of executives. The following discussion highlights these policies and practices, including

the fact that we already prohibit cash severance payments exceeding 2.99 times base salary plus annual bonus without first

seeking stockholder approval. As such, the Board believes the limitations the Proponent seeks to impose with his proposal

are unnecessary in light of long-standing policies and practices of the Board and the Compensation and Leadership

Development Committee (the Compensation Committee) and would unduly restrict their ability to design appropriate pay

packages and address specific circumstances.

Cash severance payments for executive officers are already limited to less than 2.99 times base salary plus

annual bonus.

Our Corporate Governance Guidelines were recently amended to formalize the Compensation Committee’s long-standing,

self-imposed limit on cash severance benefits as a multiple of an executive officer’s annual base salary plus target

bonus. As a result, we will not enter into any new employment ag reement, severance agreement or similar arrangement

with any of our executive officers, or establish any new severance plan or policy covering any of our executive officers, that,

in each case, provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary

plus target bonus, without first seeking stockholder approval of such agreement, plan, policy or arrangement.

The Proponent states that stockholders need protection from “lavish management termination packages for one person,”

suggesting we have such termination packages without identifying a single instance thereof. In point of fact, our existing

executive severance plans in which our executive officers participate provide for much lower levels of cash severance

payments than the Compensation Committee’s now-formalized limit or the limit the Proponent seeks to impose. Please

see the section entitled “Executive Compensation and Related Information — Potential Payments Upon Termination or

Change-In-Control” for more information regarding the payments that are provided for under these severance plans.

The proposal’s limits on equity compensation go too far.

The Proponent seeks to restrict the acceleration of vesting of equity awards in connection with a termination of service by

including the value of this benefit in the amount of “severance or termination payments” to be applied against the limit.

However, our stockholders have a lready voted on and given the Board and the Compensa tion Committee full discretion to

accelerate vesting of equity awards under our equity compensation plan, which we believe indicates that stockholders

recognize that the Board and CLDC need the flexibility to design appropriate pay packa ges and address specific

circumstances, as further outlined below.

Our stockholders approved an equity compensation plan that allows for acceleration of outstanding equity awards in

connection with a change in control or death or disability.

The 2013 Plan, which was approved by our stockholders with 90% of the votes cast at our 2018 Annual Meeting, allows

the board of directors and the Compensation Committee to provide for the acceleration of outstanding equity awards in

connection with a change in control. In accordance with these provisions, the Board has adopted the NortonLifeLock Inc.

Executive Retention Plan, which provides for the acceleration of equity awards in the event that an executive officer’s

employment is termina ted without cause or constructively terminated by the acquirer within 12 months after the change in

control. The Board and the Compensation Committee believes that this change in control severance benefit, which is also

used by a substantial majority of public companies, encourages executives to remain with the Company during a potential

change in control, which further aligns their interests with those of our stockholders when evaluating any such potential

transaction.

Similarly, while the award agreements covering all of our performance-based and time-based restricted stock units provide

for acceleration in the event of death or disability, such provisions are permitted under our stockholder approved 2013

Plan and are consistent with the practice of many of our peers and encourage our employees to remain employed with the

Company.

The proposal could create increased risk for stockholders and create a misalignment between our executives and our

stockholders during a change-in-control transaction.

The proposal would significantly limit the Board’s and the Compensation Committee’s flexibility to provide reasonable

assurance to our senior executives that they could realize the full expected value of their previously granted equity awards

even if a change-of-control transaction were completed. Without this incentive to retain senior executives during a potential

change in control, our ability to deliver maximum stockholder value in such a transaction could be impaired. The risk of job

loss following a change in control, coupled with a limit on the value that may be realized from previously granted equity

awards, may present an unnecessary distraction for our senior executives and could lead them to begin seeking new

employment while a transaction is being negotiated or is pending.

The Executive Retention Plan is designed to avoid distractions and potential conflicts of interest that could otherwise arise

when a potential change-in-control transaction is being considered. It permits our leadership team to remain focused on

protecting stockholder interests and maximizing stockholder value. If the potential change-of-control transaction is in the best

interests of our stoc kholders, our executive officers should be motivated to focus their full energy on pursuing this

alternative, even if it is likely to result in the termination of their employment.

By including long-term equity incentive awards in the calculation of the pr oposed limit on “severance or termination

benefits,” the proposal discourages the use of long-term equity incentive awards, which are tied to maximizing long-term

stockholder value and help us to recruit and retain executive talent.

The proposal could potentially trigger a stockholder approval requirement in order for our senior executives to realize the

full value of their previously granted equity awards. Since calling a special meeting of stockholders to obtain stockholder

approval of such accelerated vesting would be expensive and impractical, the Board and the CDLC believe the proposal

would have the effect of discouraging the use of long-term equity incentive awards and would directly conflict with the

objectives of our executive compensation program. It could also have an adverse impact on our ability to recruit and retain

executive talent, as it would put us at a competitive disadvantage against other companies, who do not face similar

restrictions or uncertainty regarding their ability to offer termination protection.

Our long-term incentive compensation, paid in the form of performance-based and time-based restricted stock units, is

designed to focus our executive officers on increasing stockholder value and to incentivize their contribution to our long-term

growth and performance. The use of performance-based restricted stock units ensures that the amount of long-term

incentive compensation granted is tied directly to both increases in stockholder value and the achievement of critically

important multi-year performance objectives. Because their value is tied to our stock price, time-based restricted stock units

strongly support the objectives of ensuring that pay is aligned with changes in stoc kholder value and creating commonality

of interest between our executives and stockholders. Due to the multi-year performance and/or vesting requirements, all

of our long-term incentives support the goal of retaining our key executives. Equity awards comprise a significant portion of

our executives’ total compensation and are granted and accepted with the expectation that the executives will be given a

fair opportunity to realize the full value of these awards.

The proposal is unnecessary because stockholders already hav e opportunities to express their approval of our post-

termination compensation policies.

Each of our executive officers is an at-will employee and as such, does not have an employment contract or an individually

negotiated severance arrangement. Our existing plans and policies governing post-termination compensation for

executives are fully described in our proxy statement each year under “Executive Compensation and Related

Information — Potential Payments Upon Termination or Change-In-Control” and, as such, stockholders have the opportunity

to address those practices through our annual advisory vote on executive compensation. In addition, in the event of any

merger, acquisition or other similar event, stockholders would have a further opportunity to express their views on any

compensation to our named executive officers in connection with tha t transaction. Stockholders also have the chance to

express their views on our ability to accelerate equity awards when deciding whether to approve the amendment of the

2013 Plan at the Annual Meeting.

In sum, our Board believes that our current executive compensation policies and practices, inc luding our plans and policies

governing post-termination compensation, are reasonable, appropriate and effectively align the interests of our executives

with those of our stockholders. Adoption of this proposal could create a misalignment between those interests and prevent

us from effectively recr uiting, motivating and retaining critical ta lent, and therefore would not be in the best interests of

our stockholders.

Vote Required

This Proposal No. 5 is advisory in nature and would constitute a recommendation to our Board if it is a pproved 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. 5. Unless you indicate otherwise, your proxy will be voted

“AGAINST” this proposal.

For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of NortonLifeLock

or our stockholders, and recommends that you vote “AGAINST” Proposal No. 5.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” PROPOSAL NO. 5.

PROXIES RECEIVED BY NORTONLIFELOCK WILL BE VOTED “AGAINST”

THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.

OUR EXECUTIVE OFFICERS

The names, ages and positions of our executive officers at July 18, 2022 are shown below.

Name Age Position

Vincent Pilette 50 Chief Executive Officer

Natalie M. Derse 44 Chief Financial Officer

Bryan Ko 51 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 stra tegic 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The following table sets forth information, as of July 18, 2022, 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 stoc k, (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 72 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 571,366,085 shares of NortonLifeLock common stock outstanding as of July 18,

2022. Shares of common stock subject to stock options and restricted stock units vesting on or before September 16,

2022 (within 60 days of July 18, 2022) 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

63,970,609 11.2%

Capital World Investors

(2)

333 South Hope Street, Los Angeles, CA 90071

53,009,164 9.3%

BlackRock, Inc.

(3)

55 East 52

Street, New York, NY 10055

46,285,465 8.1%

(1)

Based solely on a Schedule 13G/A filing made by The Vanguard Group on February 10, 2022, The Vanguard Group has shared voting power over

940,807 shares, sole dispositive power over 61,573,603 shares and shared dispositive power over 2,397,006 shares.

(2)

Based solely on a Schedule 13G/A filing made by Capital World Investors on February 11, 2022, Capital World Investors has sole voting and sole

dispositive power over 53,009,164 shares.

(3)

Based solely on a Schedule 13G filing made by the BlackRock, Inc. on February 7, 2022, BlackRock, Inc. has sole voting power over 39,581,341

and sole dispositive power over 46,285,465 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)

1,355,361 *

Frank E. Dangeard 141,477 *

Kenneth Y. Hao

(3)

88,211 *

BryanS.Ko 159,242 *

Susan P. Barsamian

(4)

47,444 *

Eric K. Brandt

(5)

29,326 *

Shares Beneficially

Owned

Name Number Percent

Natalie M. Derse 54,223 *

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) 18,688,123 3.3%

* 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)

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 sa le of these securities, the proceeds are expected to

be remitted to Silver Lake.

(4)

Shares held by the Romans-Barsamian Revocable Trust for which Ms. Barsamian exercises voting and dispositive power.

(5)

Shares held by The Brandt Family Trust for which Mr. Brandt exercises voting and dispositive power.

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

2022 (FY22) executive compensa tion program, and the FY22 compensation decisions made by the Compensation

Leadership and Development Committee (Compensation Committee) with respect to the 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 Chief Financial Officer (CFO)

Bryan Ko Chief Legal Officer, Corporate Secretary and Head of Corporate Affairs

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.

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 increasingly important. With each new digital interaction comes increased risk for

consumers, as cybercriminals look to take advantage of these accelerating trends. This is why we view ourselves as a

trusted ally for our customers in a complex digital world and are committed to advancing our vision of protecting each

element of their digital lives.

We are uniquely positioned for driving the awareness of Cyber Safety for individuals, fueled by an increasingly connected

world. 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 cybercriminals. 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 portfolio of websites and indirectly through partner relationships with retailers, telecom

service providers, hardware original equipment manufacturers (OEMs), strategic partners and employee benefit providers.

Most of our subscriptions are sold on annual terms, but we also offer monthly subscriptions. As of April 1, 2022, we have

nearly 80 million total users, which come from direct, indirect, and freemium channels. Of the total users, we have over

23 million direct customers with whom we have a direct billing relationship.

FY22 Executive Compensation at a Glance

FY22 marked our second full year as a stand-alone pure consumer Cyber Safety company, which brought with it new

challenges as well as opportunities. Our Compensation Committee once again approved an executive compensation

program that was intended to drive enterprise value creation for NortonLifeLock and our stockholders and reward actual

performance. In addition, our FY22 compensation program took into account the critical retention concerns that we faced due

to top 100 leaders being aggressively approached and recruited by other companies in the highly competitive talent

market in which we compete, which concerns were exacerbated by our increased retention needs stemming from our

proposed acquisition of Avast.

Based on 2022 NortonLifeLock brand tracking study.

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.

Pay for Performance Alignment

FY22 validated our long-term strategy and we showed good progress in our transformation journey with accelerated pace

of product innovation, global expansion, and a relentless focus on customer experience as we saw all our key financial

metrics increase, as reflected in the table below.

Operating Margin

(Non-GAAP, total company)

Operating Margin

(GAAP)

FY21 FY22

50%

53%

Cash Flow from

Operations

(in millions; GAAP)

FY21 FY22

$706

$974

Free Cash Flow

(in millions; Non-GAAP)

FY21 FY22

$712

$968

FY21 FY22

35%

36%

EPS

(Non-GAAP)

FY21 FY22

$1.44

$1.75

FY22

$1.41

EPS

(GAAP)

FY21

$0.92

Net Revenues

(in millions; GAAP)

FY21 FY22

$2,551

$2,796

We also saw our key performance metrics remain stable year over year.

Retention Rate

(Unit Based)

FY21 FY22

85% 85%

ARPU

(Monthly)

FY21 FY22

$9 $9

Direct Customer

Count

(in millions)

FY21 FY22

23.0

23.5

FY21 FY22

Bookings Growth

(Pro-forma, constant currency)

We also saw our stock price increase from $21.42 to $26.94 in FY22, prior to reflecting any adjustments for dividends.

In addition, we have undertaken a number of strategic actions to drive our long-term business objectives:

• In May 2021, we repurchased $250,000,000 in aggregate principal amount of 2.50% convertible unsecured senior

notes, and we amended our credit agreement and extended the maturity date of certain loans and our revolving credit

facility.

• In July 2021, we completed the sale of certain land and buildings in Mountain View, California for cash consideration

of $355 million, net of selling costs and recognized a gain of $175 million on the sale.

• On August 10, 2021, we announced a transaction under which we intend to acquire the entire issued and to be

issued ordinary share capital of Avast plc, a global leader of digital security and privacy.

• In September 2021, we completed an acquisition of ReputationDefender, an online reputation management and

digital privacy solutions company.

• In March 2022, we completed our restructuring plan to consolidate facilities and reduce operating costs in connection

with our acquisition of Avira during fiscal 2021.

We believe that the compensation received by our NEOs for FY22 reflects our performance and accomplishments this

past year as well as the rigor of our performance goals. The following table presents a summary of the FY22 executive

compensation program and results.

Component Metric

(1)

Achievement (as

a percentage of target) Funding

FY22 Executive Annual Incentive

Plan (EAIP)

FY22 Non-GAAP operating income

threshold goal

113.1% Threshold Goal

Achieved

FY22 Bookings 100.3% 105%

FY22 Performance-based

Restricted Stock Units

(2)

50% based on 3-year total

shareholder return (TSR) relative

to the Nasdaq Composite Index

NA NA

50% based on CAGR for revenue NA NA

FY21 Performance-based

Restricted Stock Units

(2)

50% based on 3-year TSR relative

to the Nasdaq Composite Index

NA NA

50% based on CAGR for revenue NA NA

FY20 Performance-based

Restricted Stock Units

(2)

3-year TSR relative to the S&P 500 193.06% NA

Value Creation Program (VCP)

Performance-based Restricted

Stock Units

(3)

Share price appreciation targets,

subject to applicable TSR gates

relative to the Nasdaq Composite

Index, measured over a 4-year

period

0% to date 0% to date

(1)

Please see discussion in the CD&A section of this proxy statement below for more detail regarding how these metrics are calculated.

(2)

Achievement certified by the Compensation Committee at end of three-year period.

(3)

Achievement certified by the Compensation Committee at end of four-year period.

Say-On-Pay and Stockholder Engagement

At our 2021 Annual Meeting of Stockholders, we requested that our stockholders cast a non-binding advisory vote on the

compensation of our fiscal year 2021 (FY21) NEOs, also known as a “say-on-pay” vote. This proposal passed with

approximately 93.3% of the votes cast (excluding abstentions). The level of support at our 2021 Annual Meeting of

Stockholders was an improvement to the level of support in 2020. At NortonLifeLock, we have an open line of communication

with our stockholders and investor s and continue to engage with them for feedback on our programs. During 2021, we

engaged with 70% of our top 20 stockholders, representing over 40% of our outstanding capital stock. In these meetings

we discussed matters such as NortonLifeLock’s prospects, business model, corporate governance, and executive

compensation programs, including our program metrics and goals. Given the level of support at our 2021 Annual Meeting

of Stockholders and the feedback we received, our FY22 compensation program maintains the same fundamental structure

as our FY21 compensation program, except our FY22 compensation program also took into account the critical retention

concerns we faced in FY22, which concerns were exacerbated by the proposed Avast transaction, as described in more

detail below.

Our Executive Compensation Program Continues to Reflect Best Governance Practices

Our Compensation Committee designed our FY22 compensation program to be consistent with leading corporate

governance and executive compensation practices:

WhatWeDo

At risk pay

The majority of pay for our CEO and other NEOs is at risk and/or performance-based.

Link to results

Our short-term incentive compensation is linked directly to our financial results and may be 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 TSR.

Predetermined goals

We reward performance that meets our short and long-term predetermined goals.

Capped payouts

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

Peer group

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

Ownership guidelines

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

Clawback policy

We have a comprehensive “clawback” policy, applicable to all performance-based compensation granted to

our executive officers.

Double-trigger acceleration

We only provide for “double-trigger” change-in-control payments and benefits for our executive officers.

Capped severance

We do not provide for any potential cash severance payments that exceed more than 1x our executive

officers’ base salary and target bonus, and we maintain a policy requiring stockholder approval of any cash

severance benefits exceeding 2.99 times the sum of an executive officer’s base salary plus target bonus.

Independent consultant

Our Compensation Committee retains an independent compensation consultant.

Say-on-pay

We hold an annual advisory vote on named executive officer compensation.

Stockholder engagement

We seek feedback on executive compensation through stockholder engagement.

Minimum vesting

We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions.

What We Don’t Do

No performance, no pay

We do not pay performance-based cash or equity awards for unsatisfied perfor mance goals.

No minimum payouts

Our compensation plans do not have minimum guaranteed payout levels.

No automatic increases

We do not provide for automatic salary increases or equity award grants in offer letters or employment

agreements.

No short sales, hedging

With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock.

No golden parachutes

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

No excessive severance

We do not provide excessive severance payments.

No SERPs

We do not provide executive pension plans or SERPs.

No excessive perks

We do not provide excessive perquisites.

No repricing

We do not permit the repricing or cash-out of stock options or stock a ppreciation rights without stockholder

approval.

No unvested dividends

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

Appropriate Pay Mix

Our FY22 compensation philosophy is designed around “pay-for-performance” so that a large portion of our NEOs’ total

target direct compensation is “at-risk” and/or performance-based. In determining the mix of the various reward elements and

the value of each component, the Compensa tion Committee considered the executive’s role, the competitiveness of the

market for executive talent, company performance, individual performance, internal pay equity, historical compensation and

retention concerns. Executive officers generally have a greater portion of their compensation 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.

From time to time, special business conditions, such as a highly competitive talent market and acquisitions that create

unique business needs, may warrant additional compensation, such as equity awards in connection with retention of our

executive officers.

As illustrated by the following charts, for FY22, approximately 92% of our current CEO’s annual target total direct

compensation was at-risk and approximately 59% is performance-based, and on average approximately 87% of our other

named executive officers’ annual target total direct compensation opportunity was at-risk compensation, and approximately

57% is performance-based.

FY22 Total Direct Compensation Mix

CEO

FY22 Total Direct Compensation Mix

NEOs except CEO*

At-Risk

Compensation 92%

Performance

Based 59%

RSUs 33%

PRUs 49%

Base Salary 8%

FY22 EAIP 10%

At-Risk

Compensation 87%

Performance

Based 57%

RSUs 30%

PRUs 46%

Base Salary 13%

FY22 EAIP 11%

* PRUs and RSUs exclude VCP awards. EAIP is reflected at target and does not reflect the actual payout. PRUs and RSUs are reflected a t their

grant date fair value.

Compensation Components

Our FY22 compensation philosophy is reflected in the following key elements of executive compensation: (i) base salary,

(ii) short-term annual cash incentive awards and (iii) long-term equity incentive awards.

FY22 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 56

Executive Annual

Incentive Plan

Cash Annual Bookings with non-GAAP operating

income as a threshold goal.

Page 57

Annual Equity

Incentive Awards

Performance-

based

Restricted

Stock Unit

(PRU)

Vests at the end of a

three-year period

50% of PRUs vest in full at end of FY24

based on achievement of our 3-year

relative TSR versus the Nasdaq

Composite Index.

50% of PRUs vest in full at end of FY24

based on achievement of CAGR for

revenue measured over a multi-year

period.

Page 59

Restricted

Stock Unit

(RSU)

Vests annually over

three years

Service and time-based vesting. Page 62

Value Creation

Program (VCP)

Equity Incentive

Awards for Top

100 Leaders

(Excluding CEO

for FY22)

Performance-

based

Restricted

Stock Unit

(PRU); 75% of

Total VCP

Award

Vests at the end of a

four-year period

Vests in full at end of FY26 based on

achievement of certain challenging

share price appreciation targets, ranging

from $35 to $50 per share, over the

performance period, subject to

performance gates related to our relative

TSR versus the Nasdaq Composite

Index.

Page 62

Restricted

Stock Unit

(RSU) 25% of

Total VCP

Award

Cliff Vests at the end

of vesting period

Service and time-based cliff vesting on

December 1, 2023.

Page 64

Base Salary

Philosophy Provide fixed compensation to attract and retain key executives.

Considerations Salary reviewed and set annually by the Compensation Committee.

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.

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 operating income threshold goal.

Award Design Considerations We believe these program 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 mana gement 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 FY22 financial plan.

CEO award payout is solely based on company financial performance.

Performance Conditions Bookings with non-GAAP operating income threshold goal.

See Annex A for the definition of bookings and a reconciliation of non-GAAP operating

income to GAAP operating income.

Annual 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.

Reward NEOs for creating stockholder value over long term.

Grant Mix Equity awards are a mix of PRUs and RSUs.

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.

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 50% of PRUs vest in full at end of FY24 based on achievement of 3-year relative TSR

versus the Nasdaq Composite Index.

50% of PRUs vest in full at end of FY24 based on achievement of CAGR for revenue.

100% of RSUs are time-based and generally vest annually over three years:

(33%/ 33%/34%).

Value Creation Program (VCP) Equity Incentive Awards

Philosophy and Award Design

Consideration

Address retention issues and drive business performance related to the highly

competitive talent market within which we compete through long-term equity incentive

awards with multi-year cliff vesting that is predominantly performance-based.

Provide retention incentives to our leadership team in connection with our proposed

acquisition of Avast to provide vital leadership through a shared future with Avast and

beyond.

Apply aggressive share price appreciation hurdles that increase enterprise value and

create significant return for shareholders.

Grant Mix Equity awards are a mix of PRUs and RSUs.

The mix was 75% PRUs and 25% RSUs.

Our CEO did not participate in the Value Creation Program during FY22.

Award Consideration

Amounts

The retentive power of each participating NEO’s existing unvested equity award

holdings, which was relatively low given the highly competitive talent market and

relative to tenure.

Vesting Conditions 100% of PRUs are performance-based and vest in full at end of FY26 based on

achievement of certain challenging share price appreciation targets, ranging from $35

to $50 per share, subject to performance gates relating to our relative TSR versus the

Nasdaq Composite Index.

100% of RSUs are time-based and cliff vest on December 1, 2023.

Base Salary

The following table presents each NEO’s annual base salary for FY22.

Named Executive Officer

FY21

Annual Salar y

($)

Change in

Salary

(%)

FY22

Annual

Salary ($)

Vincent Pilette 825,000 9.09% 900,000

Natalie Derse 475,000 5.26% 500,000

Bryan Ko 480,000 4.17% 500,000

As presented in the table above, each of our NEOs received an increase in annual base salary. In March 2021, our Board

determined that the increase for Mr. Pilette was appropriate given market compensation data for chief executive officers at

comparable companies and Mr. Pilette’s exemplary leadership in fostering growth and performance at NortonLifeLock. In

March 2021, our Compensation Committee determined that the increases for Ms. Derse and Mr. Ko were appropriate given

the role, scope and priorities of each NEO, the key strengths and development opportunities of each NEO, and the

compensation provided to individuals in comparable positions at peer companies.

Executive Annual Incentive Plan (EAIP)

The following table presents each NEO’s target incentive opportunity for FY22 under the FY22 Executive Annual Incentive

Plan (the FY22 EAIP) expressed as a percentage of base salary. In March 2021, Mr. Pilette’s target incentive opportunity

was increased from 120% of base salary for FY21 to 125% of base salary for FY22 based on the same factors that were

considered by our Board with respect to Mr. Pilette’s annual base salary increase. There was no increase in the target

incentive opportunities of our other NEOs for FY22 from FY21.

Named Executive Officer

FY22 Individual

Incentive Target (%)

FY22

Target

($)

Vincent Pilette 125 1,125,000

Natalie Derse 80 400,000

Bryan Ko 80 400,000

The amount of each NEO’s actual payout amount under the FY22 EAIP was based on the following formula. The

Compensation Committee had discretion to adjust individual awards based on individual performance, except in the case

of our CEO, whose compensation would be entirely based on company performance.

Base

Salary

($)

NEO FY22

EAIP Target

(%)

FY21 Non-

GAAP

Operating

Income

FY22 Bookings

($)

FY22 Company Performance Funding

0% - 200%

Threshold Goal

FY22 EAIP

Individual

Payout

Amount

($)

Executive Annual Incentive Plan — Company Performance Metrics

The Compensation Committee selected company performance metrics under the FY22 EAIP to create strong alignment

between company performance and NEO annua l incentive payouts.

Measure Definition Purpose

Bookings “Bookings,” as described in

“AppendixA—Reconciliations” in this

proxy statement.”

Bookings aligns to NortonLifeLock’s

growth objectives by incentivizing our

executives to drive new customer

subscriptions.

Non-GAAP Operating Income

(Threshold Goal)

“Non-GAAP operating income,” as

described in “Appendix A —

Reconciliations” in this proxy

statement.”

Non-GAAP operating income aligns to

our long-term business model to

increase NortonLifeLock’s profitability.

Actual non-GAAP operating income for FY21 served as the threshold goal for the FY22 EAIP; a minimum of $1,308 million

in non-GAAP operating income would need to be attained before any payout was made. If the minimum non-GAAP

operating income threshold goal was attained, payout under the FY22 EAIP still required a threshold level of bookings

achievement. The Compensation Committee moved away from non-GAAP operating margin to non-GAAP operating income

because it determined that non-GAAP operating income better reflected the true profitability of the company.

The maximum possible payout for the FY22 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 FY22.

In addition, except for our CEO, actua l individual payouts could be further adjusted by the Compensation Committee solely

based on individual performance as assessed against the NEO’s area of responsibility, development and management of

employees, leadership and alignment to our values.

Both the threshold and target booking goals were set above prior year results.

Bookings

Percent of Plan

(1)

Funding (%)

Threshold 97% 0%

Target 100% 100%

Max 105% 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 FY22, the Compensation Committee confirmed that the non-GAAP operating income goal was achieved at

$1,480 million, which was $172 million or 13% over the threshold goal. With respect to the bookings metric, the

Compensation Committee approved FY22 company achievement at 100.3% of plan, which resulted in funding at 105%

and actual bookings was 2.9 billion, up 8% year over year. The following graph shows the threshold, target and maximum

payouts under the FY22 EAIP, along with actual company performance and funding:

97% of Plan

0% Payout

100% of Plan

100% Payout

FY22 Actual

Achievement

100.3% of Plan

105% of Plan

200% Payout

50%

100%

150%

200%

250%

96% 98% 100% 102% 104% 106%

Payout as % of Target

Bookings as a % of Plan

For FY22, our Compensation Committee determined that the payouts for Ms. Derse and Mr. Ko under the FY22 EAIP

would be based solely on NortonLifeLock’s FY22 performance under the FY22 EAIP and no adjustments would be made,

given that it determined company ac hievement was well aligned with individual performance.

Executive Annual Incentive Plan — FY22 Payout Results

NEO

Base Salar y

($)

Annual Incentive

Target

(%)

Company

Perfor mance

Funding

Achievement

(%)

Individual Payout

Amount

($)

Vincent Pilette 900,000 125 105 1,181,250

Natalie Derse 500,000 80 105 420,000

Bryan Ko 500,000 80 105 420,000

Equity Incentive Awards

Annual Equity Incentive Awards — Overview

The primary purpose of our annual equity incentive award program is to a lign the interests of our NEOs with those of our

stockholders by rewarding the NEOs for creating stockholder value over the long term. By compensating our NEOs with

annual equity incentive awards, our executives have an opportunity to realize a stake in NortonLifeLock’s financial future.

The gains realized in the long term depend on our NEO’s a bility to drive the financial performance of NortonLifeLock as

reflected in the share price.

We seek to provide annual equity incentive awards that are competitive with companies in our peer group and the market

generally. When making annual equity incentive awards to NEOs, we consider NortonLifeLock’s performance during the past

year, the role, responsibility and performance of the individual NEO, the competitive market assessment described below,

prior equity awards, and the level of vested and unvested equity awards then held by eac h named executive officer. In making

annual equity incentive awards, we also generally take into consideration gains recognizable by the executive from equity

awards made in prior years.

The Compensation Committee believed that for the FY22 annual equity incentive award program, a mix of PRUs and

RSUs was the appropriate annual long-term equity incentive for named executive officers, with approximately 60% of the

value of their target annual equity incentive award in the form of PRUs and 40% in the form of RSUs. We believe such a mix

motivates our NEOs to contribute to our long-term success and stock price appreciation while also encouraging long-term

retention.

Annual Equity Incentive Awards — FY22 Performance-based Restricted Stock Units

In May 2021, each of our NEOs received a g rant of FY22 PRUs, which have the same performance metric structure as

applied to the FY21 PRUs. As such, the FY22 PRUs will vest based on the achievement of two equally-weighted metrics:

• Three-year relative-Total Shareholder Return (TSR) measured against the Nasdaq; and

• 5% Compound Annual Growth Rate (CAGR) for revenue measured over the two-fiscal year period ending March 31,

2023, with an additional fiscal year to achieve this goal if it is not satisfied over such two-fiscal year period.

Metric Measurement Period Metric Objective (50% of Target) Vesting Conditions

(1)

3-year relative TSR vs.

Nasdaq

FY22-FY24 Measures our long-term

performance against

companies in the Nasdaq to

drive enterprise value

creation.

Earned portion vests at end

of FY24.

2-year CAGR for revenue Measured over two-year

period from FY22-FY23 with

an additional fiscal year to

achieve this goa l if it is not

satisfied over such two-

fiscal year period.

Measures achievement of

our three-year performance

growth rate designed to

enhance long-term value of

the Company.

Earned portion vests at end

of FY24.

(1)

In addition to the vesting components, the Compensation Committee has broad negative discretion to reduce the amount of the award earned by

up to 50% as it determines reasonable and appropriate.

FY22 PRU Design - TSR Component

FY22 PRU Design - CAGR Component

50% - 3−year Relative TSR vs. Nasdaq

50% - 2−year CAGR for Revenue

FY24FY23FY22

Additional 1 year

Opportunity to Earn

Payout

Range

0% -

200%

Payout

Range

0% -

200%

The Compensation Committee believes that TSR promotes stockholder alignment and creates an unambiguous link

between the compensation of our NEOs to long-term enterprise value creation since this metric is directly linked to our

long-term TSR relative to the Nasdaq Composite Index. The Compensation Committee, based on input from its compensation

consultant, concluded that the use of the Nasdaq Composite Index was an appropriate benchmark given the broad-based

nature of the index, the inclusion of NortonLifeLock in the index, and because the Nasdaq Composite Index represents

a broad representation of the potential opportunity cost of investing in NortonLifeLock from an investor’s perspective.

The Compensation Committee also believes that given the strategic importance of sustained top-line growth to our business,

using a 2-year CAGR for revenue goal (with an additional year to achieve the goal if it is not satisfied during the initial

2-year period) would help us remain focused on long-term success and retention, while balancing the fact that such a goal

may not be achieved during a two-year period due to fluctuating market opportunities and conditions, which may not be

directly within our control.

Achievement under the FY22 PRUs will not be certified by the Compensation Committee until the end of fiscal 2024

(FY24). The following charts present the threshold, target and maximum performance levels and payouts of the relative

TSR and CAGR for revenue metrics:

0% CAGR

0% Payout

5% CAGR

100% Payout

7% CAGR

200% Payout

50%

100%

150%

200%

250%

0% 2% 4% 6% 8%

CAGR Growth %

FY22 CAGR for Revenue PRU Component

Payout as % of Target

Threshold at 25th

Percentile

Target at 50th

Percentile

Max at 75th

Percentile

50%

100%

150%

200%

250%

0% 20% 40% 60% 80% 100%

Payout as % of Target

Relative TSR Percentile Rank

FY22 3-Year Relative TSR PRU Component

The following table summarizes the PRU awards granted to our NEOs in FY22.

NEO FY22 PRU Award Amount (#) FY22 PRU Grant Date Fair Value ($)

Vincent Pilette 266,828 7,687,315

Natalie Derse 82,100 2,365,301

Bryan Ko 82,100 2,365,301

Annual Equity Incentive Awards — Previously Granted FY21 Performance-based Restricted Stock Units

In FY21, each of our NEOs received a grant of FY21 PRUs. The FY21 PRUs will vest based on the achievement of two

equally-weighted metrics:

• Three-year relative-TSR measured against the Nasdaq; and

• 3% CAGR for revenue measured over the two-fiscal year period ending April 1, 2022, with an additional fiscal year

to achieve this goal if it is not satisfied over such two-fiscal year period.

Metric Measurement Period Metric Objective (50% of Target) Vesting Conditions

(1)

3-year relative TSR vs.

Nasdaq

FY21-FY23 Measures our long-term

performance against

companies in the Nasdaq to

drive enterprise value

creation.

Earned portion vests at end

of FY23.

3-year CAGR for revenue Measured over two-year

period from FY21-FY22,

with an additional fiscal year

to achieve this goal if it is

not satisfied over such

two-fiscal year period

Measures achievement of

our three-year performance

growth rate designed to

enhance long-term value of

the Company.

Earned portion vests at end

of FY23.

(1)

In addition to the vesting components, the Compensation Committee has broad negative discretion to reduce the amount of the award earned by

up to 50% as it determines reasonable and appropriate.

FY21 PRU Design - TSR Component

FY21 PRU Design - CAGR Component

50% - 3−year Relative TSR vs. Nasdaq

50% - 2−year CAGR for Revenue

FY23FY22FY21

Additional 1 year

Opportunity to Earn

Payout

Range

0% -

200%

Payout

Range

0% -

200%

Achievement under the FY21 PRUs will not be certified by the Compensation Committee until the end of fiscal 2023. The

following charts present the threshold, target and maximum performance levels and payouts of the relative TSR and CAGR

for revenue metrics:

3% CAGR

4.5% CAGR

50%

100%

150%

200%

250%

0% 2% 4% 6%

Payout as % of Target

CAGR Growth %

FY21 CAGR for Revenue PRU Component

Threshold at

25th Percentile

Target at 50th

Percentile

Max at 75th

Percentile

50%

100%

150%

200%

250%

0% 20% 40% 60% 80% 100%

Payout as % of Target

Relative TSR Percentile Rank

FY21 3-Year Relative TSR PRU Component

The following table summarizes the PRU awards granted to our NEOs in FY21.

NEO FY21 PRU Award Amount (#) FY21 PRU Grant Date Fair Value ($)

Vincent Pilette 250,166 6,893,324

Natalie Derse 103,912 3,003,576

Bryan Ko 73,578 2,027,442

Annual Equity Incentive Awards — Previously Granted FY20 Performance-based Restricted Stock Units

Of our NEOs, only Mr. Ko holds FY20 PRUs, which were granted in January 2020. The 77,764 FY20 PRUs granted to

Mr. Ko were subject to vesting based on the achievement of three-year TSR against the S&P 500. The measurement period

for the FY20 PRUs is from FY20 through FY22, with any earned portion vesting at the end of FY22 upon certification of

the Compensation Committee.

Metric Measurement Period Metric Objective Vesting Conditions

(1)

3-year TSR vs. S&P 500 FY20 – FY22 Measures our longer-term

performance against

comparable companies to

drive enterprise value

creation

Earned portion vests at the

end of FY22.

(1)

In addition to the vesting components, the Compensation Committee had broad negative discretion to reduce the amount of the award earned by

up to 50% as it determines reasonable and appropriate.

FY20 PRU Design

100% - 3−year Relative TSR vs. S&P 500

FY22FY21FY20

Payout

Range

0% -

200%

Following the end of FY22, the Compensation Committee determined the performance criteria applicable to the FY20

PRUs to have been met at 193.06% of the target, resulting in the vesting of 150,132 FY20 PRUs.

Annual Equity Incentive Awards — FY22 Restricted Stock Units

RSUs represent the right to receive one share of NortonLifeLock common stock for each vested RSU upon the settlement

date, subject to continued employment through each vesting date. The Compensation Committee grants RSU awards

for long-term retention purposes as they provide a payout opportunity to the NEOs only if they remain employed through

the applica ble vesting da tes, which extend over multiple years, and because the payout opportunity is directly linked with

stockholder value and executive efforts over a multi-year time frame. The following table summarizes the RSU awards

granted to our NEOs in FY22.

NEO FY22 RSU Award Amount (#) Grant Date Fair Value ($) Vesting Criteria

(1)

Vincent Pilette 177,885 3,749,816 33%/33%/34%

Natalie Derse 54,734 1,153,793 33%/33%/34%

Bryan Ko 54,734 1,153,793 33%/33%/34%

(1)

RSUs vest on each of May 1, 2022, May 1, 2023, and May 1, 2024.

Equity Incentive Awards — Value Creation Program (VCP)

In FY22, we experienced retention issues related to the highly competitive talent market within which we compete, as top

100 leader s were aggressively approached and recruited to work for other companies. These concerns became exacerbated

with the announcement of our agreement to acquire Avast plc in August 2021, as it became evident that retention of our

leadership team would be vital in leading us through a shared future with Avast in which we merged Avast’s strengths in

privacy with NortonLifeLock’s focus on identity.

In December 2021, the Board, after considering the recommendations of our Compensation Committee and its independent

compensation consultant, approved an additional value creation program for our top 100 leaders of the Company to drive

performance, support retention, and continue to lead our transformation through the proposed Avast acquisition and beyond

(the VCP Program).

As described in more detail below, in addition to the retention element that the award provides, the VCP Program

incorporates challenging price hurdles ranging from $35 to $50 per share over the performance period (representing 60%

to 100% stock appreciation at the time of grant) to emphasize pay for performance and strengthen our commitment to the

creation of shareholder value. The Board did not select Mr. Pilette to participate in the VCP Program during FY22 and his

equity compensation for FY22 was limited to the awards that he received under our annual equity award program as the

Board intended to incorpora te components of the VCP Program into Mr. Pillette’s annual equity grant for FY23.

Participants in the VCP Program included Ms. Derse and Mr. Ko, who each received an equity award with 75% of the

target in the form of PRUs (VCP PRUs), with a performance period ending on the last day of fiscal 2026 (FY26), and 25%

of the target in the form of RSUs (VCP RSUs), which will 100% cliff vest on December 1, 2023. This mix of PRUs and

RSUs was intended to emphasize pay for performance while balancing retention considerations. In determining the amounts

of their respective awards, the Board considered the retentive power of their existing unvested equity award holdings,

which was relatively low given the highly competitive talent market and relative to tenure. The number of VCP PRUs and

VCP RSUs that Ms. Derse and Mr. Ko received and the grant date fair value of these awards are set forth in the table below.

NEO

VCP PRU

Award Amount (#)

Grant Date

Fair Value ($)

VCP RSU

Award Amount (#)

Grant Date

Fair Value ($)

Natalie Derse 209,251 5,982,486 69,750 1,696,320

Bryan Ko 209,251 5,982,486 69,750 1,696,320

The key features of such VCP PRUs and VCP RSUs and the rationale for such features are set forth below.

VCP PRUs

The number of VCP PRUs that may be earned during the performance period will range from 0% to 200% of the target

shares, based upon the Company’s share price appreciation, as measured against certain share price targets (the Share

Price Targets) and subject to the ac hievement of certain relative TSR threshold targets, in each case, as set forth in the

following chart (rTSR Gates).

Perfor mance Levels Share Price Targets rTSR Ga tes VCP PRU Payout %

Below Threshold Below $35/per share results in no

payout

Below 25

percentile TSR ranking

relative to Nasdaq composite index

results in no payout

Threshold $35/per share (Equal to ~40%

appreciation of our stoc k at the

time of grant)

At least 25

percentile ranking

required for payout from 50% to

100%

50%

Target $40/per share (Equal to ~60%

appreciation of our stoc k at the

time of grant)

At least 25

percentile ranking

required for payout from 50% to

100%

Maximum $50/per share (Equa l to ~100%

appreciation of our stoc k at the

time of grant)

At least 50

percentile ranking

required for payout over 100%

200%

Achievement of the Share Price Targets and rTSR gates will be determined by measuring the average closing price of the

Company’s stock and the companies comprising the Nasdaq Composite Index over any 90-calendar day period through

the end of FY26. Such targets can be achieved at any time during the performance period, and the highest achievement

during the performance period will be utilized to determine the number of V CP PRUs earned. Performance between threshold

and target levels of achievement, and between target and maximum levels of achievement, will be determined based on

a linear interpolation between the applicable performance levels. However, each participating NEO must be employed

through the last day of FY26 to earn any VCP PRUs.

The rationale for the material features of the VCP PRUs is set forth below:

Element Rationale

Share Price Targets Drives stock price growth and enterprise value creation by establishing rigorous stock

price goals above the grant price

Aligns the interests of participating NEOs with the interests of our stockholders by

creating significant returns

rTSR Gates using Nasdaq

Composite Index as

reference group

Even if our stock price appreciates and Share Price Targets are achieved, there is no

payout if our stock price is not aligned with the stock price growth of the Nasdaq

Composite Index

Nasdaq Composite Index represents a broad representation of the potential opportunity

cost of investing in NortonLifeLock from an investor’s perspective

4-Year Performance Period

through End of FY26

Promotes long-term stock price growth and enterprise value creation

Aligns the interests of participating NEOs with the interests of our stockholders

100% Cliff Vesting; Service

Required through Last Day of

the Performance Period

Promotes long-term retention, as no PRUs vest prior to the completion of the 4-year

performance period

Aligns the interests of participating NEOs with the interests of our stockholders

VCP RSUs

The VCP RSUs 100% cliff vest on December 1, 2023, subject to the participant’s continuous employment through the end

of the vesting period. The rationale for the material features of the RSUs is set forth below:

Element Rationale

100% Cliff Vesting; Service

Required through Last Day of

Vesting Period

Promotes long-term retention, as no PRUs vest prior to the completion of the multi-year

service period

Aligns the interests of participating NEOs with the interests of our stockholders

As of the date of this proxy statement, none of the share price targets have been achieved and no PRUs have been earned.

The realizable compensation of each NEO’s combined VCP awards as of July 18, 2022 is set forth in the chart below:

$7,678,806

$1,658,655

Grant Date Fair Value of VCP Awards* Realizable Pay As of 7/18/2022**

Realizable Pay - VCP Awards

* Reflects aggregate grant date fair value of VCP PRUs and VCP RSUs granted to each of Ms. Derse and Mr. Ko.

** Reflects realiza ble pay for each of Ms. Derse and Mr. Ko with respect to the VCP PRUs and VCP RSUs, calculated by multiplying the number of

outstanding VCP RSUs held by the applicable NEO by $23.78, which was our closing stock price on July 18, 2022. The VCP PRUs had a realizable

pay of $0 as of July 18, 2022 because none of the share price targets have been achieved.

Benefits

In addition to the compensation components described above, the following benefits are provided.

FY22 Benefit Philosophy and Ra tionale

401k Plan with Company

matching

Health and Dental Coverage

Life Insurance

Disability Insurance

Unlimited Time Off

Provides our NEOs with competitive broad-based employee benefits on the same terms

as are generally available to the majority of our employees.

Nonqualified deferred

compensation plan

Provides our U.S.-based executive officers the opportunity to defer compensation in

excess of the amounts that are legally permitted to be deferred.

The plan is described further under “Non-Qualified Deferred Compensation in Fiscal

2022,” on page 75.

Reimbursement for up to

$10,000 for financial planning

services.

Provides financial planning assistance given the complexity of executive officer

compensation and financial arrangements to a llow executives to concentrate on

responsibilities and our future success.

Severance and Change of Control Benefits

The following table provides information regarding the severance arrangements that we have with our NEOs. Details of

each individual NEO’s severance arrangements, including estimates of amounts payable in specified circumstances in effect

as of the end of FY22, are disclosed in “FY22 Executive Compensation,” above and under “Potential Payments Upon

Termination or Change-in-Control,” below.

Severance and Change of Control Philosophy

Attract and Retain Executives Intended to ease an NEO’s transition due to an unexpected employment termination or

retain an NEO through a significant corporate transaction.

Align Interests with

Stockholders

Mitigate any potential employer liability and avoid future disputes or litigation; retain and

encourage our NEOs to remain focused on our business and the interests of our

stockholders when considering or implementing strategic alternatives.

At-will Employment The employment of our NEOs is “at will,” meaning we can terminate them at any time and

they can termina te their employment with us at any time.

Amount and Conditions for

Severance

Severance arrangements should be designed to: (i) provide reasonable compensation to

executive officers who leave NortonLifeLock under certain circumstances to facilitate their

transition to new employment and (ii) require a departing executive officer to sign a

separation and release agreement accepta ble to us as a condition to receiving post-

employment compensation payments or benefits.

Acceleration upon Death or

Disability

PRU and RSU accelera tion is consistent with the practice of many of our peers and

encourages our employees to remain employed with us.

Double-Trigger Acceleration “Double-trigger” provisions promote morale and productivity and encourage executive

retention in the event of a corporate transaction.

Executive Severance Plan Provides for cash severance and other benefits where the individual’s employment is

terminated without cause outside of the change in control context, contingent on

execution of an acceptable release.

Executive Retention Plan Provides for double trigger acceleration of vesting of equity awards and cash severance

benefits where the individual’s employment is terminated without cause, or is

constructively terminated, within 12 months after a change in control, contingent on

execution of an acceptable release; no “golden parachute” excise tax gross-ups.

Key Compensation and Governance Policies

The following table summarizes the key compensation and governance polices applicable to our NEOs:

Policy Considerations Material Features

Stock Ownership Guidelines Promote stock ownership

in NortonLifeLock.

More closely align the

interests of our executive

officers with those of our

stockholders.

6x base salary for CEO.

3x base salary for CFO.

2x base salary for other Section 16 officers (except

CAO).

1x base salary for CEO’s extended leadership team.

5 years from executive officer designation to comply.

During 5-year transition period, must retain at least 50%

of net-settled equity award shares until ownership

requirement is met.

Includes shares owned outright, excludes stock options

and unvested PRUs and RSUs.

As of June 15, 2022, all continuing NEOs have reached

ownership requirements or have remaining time to do so.

Anti-Hedging Policies Permitting hedging is

viewed as a poor pay

program practice, as it

insulates executives from

stock price movement and

reduces alignment with

stockholders.

This policy was

established in part to avoid

potential or apparent

conflict of interests

resulting from bets against

or hedges regarding our

performance.

With limited exceptions for pre-existing arrangements, all

directors and employees, including executive officers, are

prohibited from short-selling company stock or engaging

in transactions involving company-based derivative

securities.

“Derivative Securities” are options, warrants, convertible

securities, stock appreciation rights or similar rights

whose value is derived from the value of an equity

security, such as company stock.

This prohibition includes, but is not limited to, trading in

company-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).

Holding and exercising options or other derivative

securities granted under NortonLifeLock’s equity

incentive plans is not prohibited by this policy.

Waivers may be granted with respect to arrangements

that were in existence before becoming a director or

employee.

Anti-Pledging Policies Pledging raises potential

risks to stockholder value,

particularly if the pledge is

significant.

Covered persons are prohibited from holding company

securities in a margin account or pledging company

securities as collateral for a loan.

Insider Trading Policy Prohibit corporate insiders

from taking advantage of

material non-public

information.

CEO, President and CFO must conduct any open market

sales of our securities only through use of Rule 10b5-1

stock trading plans.

Prohibits the purchase or sale of securities while in

possession of material non-public information.

Policy Considerations Material Features

Clawback Policy Permit us to recoup

performance-based cash

and equity awards when

such awards were not

properly earned or when

executives have engaged

in inappropriate actions.

Applies to all executive officers.

Allows recoupment of performance-based cash and

equity awards if (i) we are required to restate our

financial statements due to fraud or intentional

misconduct or (ii) an executive officer violates certain

company policies, including NortonLifeLock’s code of

conduct.

Stockholder Approval Policy for

Severance Arrangements

Our Corporate

Governance Guidelines

were recently amended to

formalize the

Compensation

Committee’s long-

standing, self-imposed

limit on cash severance

benefits.

The Board will seek stockholder approval before the

Company enters into any new employment agreement,

severance agreement or similar arrangement with any

executive officer of the Company, or before the Board or

the Compensation Committee establishes any new

severance plan or policy covering any executive officer of

the Company, in each case, that provides for cash

severance benefits exceeding 2.99 times the sum of the

executive officer’s base salary plus target bonus.

Approach to Determining Compensation

We are committed to the following pay philosophy and practices described below.

Company

Performance

Individual

Performance

Shareholder

Feedback

CEO/HR Input

Regulatory and

Market

Considerations

Independent

Compensation

Consultant

Compensation Committee Decision Process

The Compensation Committee oversees the compensation of our NEOs and our executive compensation program and

initiatives. The Compensation Committee typically reviews executive officer compensation, including base salary, short-term

incentives and long-term incentives in the first half of each fiscal year. This is timed to align to the fiscal year start and to

enable evaluation and incorporation of competitive market compensation levels and practices based on the most recently

completed year. In connection with this review, the Compensation Committee carefully considers any feedback or input it may

receive from our CEO and from other sources when evaluating the performance of each executive officer. The

Compensation Committee then sets each executive officer’s target total direct compensation for the (current) year as an

outcome of this review and the other factors described below.

The Compensation Committee has based most, if not all, of its prior compensation determinations, including those made

for FY22, on a variety of factors, including:

• A focus on pay-for-performance

• A total rewards approach

• An appropriate pay mix

• Appropriate market positioning and competitiveness

• Avoidance of compensation arrangements that encourage excessive or inappropriate risk taking by our executive

officers

• In the case of equity awards, burn rate and dilution

• Company performance and individual performance

• Internal pay equity

• Retention of Key Executive Talent

• NortonLifeLock’s financial condition and available resources

• The accounting and cash flow implications of various forms of executive compensation

• Our need for a particular position to be filled

• The recommendations of our CEO (other than with respect to his own compensation)

As discussed under “Role and Independence of Compensation Consultant” below, for FY22, the Compensation Committee

engaged a compensation consultant and once again conducted a formal benchmarking review. In establishing

compensation for our executive officers other than our CEO, the Compensation Committee gives weight to the

recommendations of our CEO, but final decisions about the compensation of our NEOs are made by our Compensation

Committee.

From time to time, special business conditions may warrant additional compensa tion, such as sign-on bonuses, or equity

awards in connection with promotions, in recognition of significant accomplishments, or to attract, retain or incent our

executive officers. In these situations, the Compensation Committee considers and weighs our business need with the

potential costs and benefits of special rewards.

Role and Independence of Compensation Consultant

The Compensation Committee retains Compensia, Inc. (Compensia), a national compensa tion consulting firm, to serve as

its independent compensation consultant to help the Compensation Committee understand competitive compensation

levels and incentive designs. Compensia was solely hired by, and reports directly to, the Compensation Committee. At the

Compensation Committee’s discretion, Compensia:

• attends Compensation Committee meetings;

• assists the Compensation Committee in determining peer companies and evaluating compensation proposals;

• assists with the design of incentive compensation programs; and

• conducts compensation-related research.

In addition, at the Compensation Committee’s direction, Compensia works with our Head of People and Culture and other

members of management to obtain information necessary for Compensia to make their own recommendations as to

various matters as well as to evaluate management’s recommendations. The Compensation Committee has determined

that the work resulting from Compensia’s engagement did not raise any conflicts of interest.

Competitive Market Assessments

Market competitiveness is one factor that the Compensation Committee considers each year in determining a NEO’s

overall compensation package, including pay mix. The Compensation Committee relies on various data sources to evaluate

the market competitiveness of each pay element, which are provided by its independent compensation consultant. The

proxy statements of peer group companies provide detailed pay data for the highest-paid executives. Further, the Radford

Global Technology Survey provides compensation information on a broader group of executives, with positions matched

based on specific job scope and responsibilities. The Compensation Committee considers data from these sources as a

framework for making compensation decisions for each NEO’s position.

The Compensation Committee reviews our peer group on an annual basis, with input from its compensation consultant,

and the group may be adjusted from time to time based on, among other factors, a comparison of revenues, market

capitalization, industry, business model, peer group performance, merger and acquisition activity and stockholder input.

In FY21, the Compensation Committee reviewed our peer g roup for FY22 and made certain changes to our peer group for

FY22, based on the following criteria:

• Focus on software development, or software and engineering-driven companies (with a preference for software

companies focusing on security)

• Are generally comparable in terms of size (~0.5x – 2.0x revenue and ~0.25x – 4.0x market capitalization)

• Are generally comparable in terms of complexity and global reach

• Compete with us for talent

Based on the above criteria, the Compensation Committee, with input from Compensia, its independent compensation

consultant, determined that it was appropriate to add Palo Alto Networks, Inc., SS&C Technologies Holdings, Inc., Take-

Two Interactive Software, Inc., and McAfee Corp, which have financial characteristics that are similar to NortonLifeLock’s,

and remove j2 Global, Inc., Terada ta Corp., and Verint Systems Inc. due to lagging revenue and market capitalization.

As a result, the Compensation Committee, with input from Compensia, selected the following companies as our FY22 peer

group:

Akamai Technologies Inc. GoDaddy Inc. Splunk Inc.

Citrix Systems, Inc. Juniper Networks Inc. SS&C Technologies Holdings, Inc.*

Dropbox, Inc. LogMein, Inc. Take-Two Interactive Software, Inc.*

Equifax Inc. McAfee Corp.** TransUnion Corp.

F5 Networks Inc. NetApp, Inc.

Fair Isaac Corp. Palo Alto Networks, Inc.*

Fortinet, Inc. PTC Inc.

* Added in October 2020.

** Added in March 2021.

Compensation Risk Assessment

The Compensation Committee, in consultation with Compensia, has conducted its annual risk analysis of NortonLifeLock’s

compensation policies and practices, and does not believe that our compensation programs encourage excessive or

inappropriate risk taking by our executives or are reasonably likely to have a material adverse effect on NortonLifeLock.

We believe that the design and objectives of our executive compensation program provide an appropriate balance of

incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive

compensation program includes the following design features:

• A ba lanced mix of cash and equity; as well as appropriately balanced fixed (base salary) and variable compensation

(cash incentives and equity-based awards);

• A mix of short-term and long-term incentives, with short-term incentives currently representing a significantly lower

proportion of the total mix;

• Cash and equity incentives solely based on achieving company performance objectives and subject to our “claw-

back” right under certain circumstances;

• Caps on annual cash incentive and PRU payouts;

• Stock ownership guidelines which align the interests of our executive officers with those of our stockholders; and

• General alignment with prevalent low-risk pay practices.

Burn Rate and Dilution

We closely manage how we use our equity to compensate employees. In FY22, our gross burn rate was 0.71%, our net

burn rate was 0.53% and our overhang was 4%. The Compensation Committee determines the percentage of equity to be

made available for our equity programs with reference to the companies in our peer group.

616mm

632mm

615mm

589mm

581mm

0.96%

2.51%

0.52%

0.74%

0.53%

1.49%

3.08%

2.47%

1.00%

0.71%

12.23%

9.97%

5.4%

4.32%

4.00%

FY18 FY19 FY20 FY21 FY22

CSO Net Burn Rate Gross Burn Rate Overhang

Gross burn rate = total number of shares granted under all of our equity incentive plans during a period divided by the weighted average

number of shares of common stock outstanding during that period and expressed as a percentage.

Net burn rate = total number of shares granted under all of our equity incentive plans during a period, minus the total number of shares

returned to such plans through awards cancelled during that period, divided by the weighted average number of shares of common

stock outstanding during that period and expressed as a percentage.

Overhang = total number of shares underlying options and awards outstanding plus shares available for issuance under all of our equity

incentive plans at the end of a period divided by the weighted average number of shares of common stock outstanding during that

period and expressed as a percentage.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of

compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid

executive officers. While the Compensation Committee considers the deductibility of compensation as one factor in

determining executive compensation, the Compensation Committee retains the discretion to award compensation that is

not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to

executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and

retaining key executives.

Accounting considerations also play a role in the design of our executive compensation program. Accounting r ules require

us to expense the grant date fair values of our equity awards (that is, the va lue of our equity awards based on U.S. GAAP),

which reduces the amount of our reported profits under U.S. GAAP. Because of this stock-based expensing and the impact

of dilution to our stockholders, we closely monitor the number, share amounts and the fair values of the equity awards

that are granted each year.

Compensation Committee Interlocks and Insider Participation

The members of the Compensa tion Committee during FY22 were Susan P. Barsamian, Nora Denzel and Peter Feld. None

of the members of the Compensation Committee in FY22 were at any time during FY22 or at any other time an of ficer or

employee of NortonLifeLock or any of its subsidiaries, and none had or have any relationships with NortonLifeLock that are

required to be disclosed under Item 404 of Regulation S-K. None of NortonLifeLock’s executive officers has served as a

member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or

more executive officers who served on our Board or Compensation Committee during FY22.

Compensation Committee Report

The information contained in the following report is not considered to be “soliciting material,” “filed” or incorporated by

reference in any past or future filing by NortonLifeLock under the Exchange Act or the Securities Act of 1933 unless and

only to the extent that NortonLifeLock specifically incorporates it by reference.

The Compensation Committee has reviewed and discussed with management the CD&A contained in this proxy statement.

Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be

included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended April 1, 2022.

By: The Compensation and Leadership Development Committee of the Board:

Peter A. Feld (Chair)

Susan P. Barsamian

Nora M. Denzel

Executive Compensation Ta bles

The following table shows for the fiscal year ended April 1, 2022, compensation awarded to or earned by our named

executive officers.

Summary Compensation Ta ble for Fiscal 2022

Name and Principal Position

Fiscal

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

(1)

Non-Equity

Incentive Plan

Compensation

($)

(2)

All Other

Compensation

($)

(3)

Total

($)

Vincent Pilette 2022 885,577 — 11,437,131 1,181,250 13,547 13,517,505

Chief Executive Officer &

President

2021 753,974 1,300,000 10,278,897 1,485,000 11,703 13,829,574

2020 568,750 — 19,446,262 552,500 28,979 20,596,491

Natalie M. Derse 2022 495,192 — 11,197,900 420,000 8,678 12,121,770

Chief Financial Officer 2021 339,946 — 5,393,552 570,000 8,534 6,312,032

BryanS.Ko 2022 496,154 — 11,197,900 420,000 16,330 12,130,384

Chief Legal Officer, Secretary

and Head of Corporate Affairs

2021 472,615 — 3,023,197 576,000 16,553 4,088,365

2020 123,333 1,000,000 4,490,760 82,938 4,241 5,701,272

(1)

The amounts shown in this column reflect the ag gregate grant date fair value of PRUs and RSUs and the incremental fair value as of the modification

dates for certain awards that were modified in FY20, calculated, in each case, in accordance with Financial Accounting Standards Board (FASB)

Accounting Standards Codification (ASC) Topic 718. The grant date fair value of each award was determined based on the fair value of our common

stock on the grant date except that the fair va lue of each PRU that contains a market condition was estimated using the Monte Carlo simulation

model. For a discussion of the valuation methodology and the metrics used for PRUs and RSUs, see “Equity Incentive Awards” in the Compensation

Discussion and Analysis Section, above, and Note 15 of our FY22 Annual Report on Form 10-K. For details of the awards granted in FY22, see

the table “Grants of Plan-Based Awards,” below.

The table below sets forth the grant date fair value determined in accordance with ASC Topic 718 principles for the performance-related components

of FY22, FY21, and FY20 PRU awards. Also set forth below are the grant date fair values pertaining to the market-related component or the TSR

adjustment, determined upon the grant dates for FY22, FY21, and FY20, and which are not subject to probable or maximum outcome assumptions.

Additional details of assumptions used in the valuations of the awards are included in Note 15 of our FY22 Annual Report on Form 10-K.

Name

Maximum Outcome

of Performance

Conditions Fair

Value for FY22

($)

Market-Related

Component Fair

Value for FY22

($)

Maximum Outcome

of Performance

Conditions Fair

Value for FY21

($)

Market-Related

Component Fair

Value for FY21

($)

Maximum Outcome

of Performance

Conditions Fair

Value for FY20

($)

Market-Related

Component Fair

Value for FY20

($)

Vincent Pilette 5,624,734 4,874,948 5,078,369 4,354,139 9,243,084 5,184,477

Natalie Der se 1,730,668 1,730,668 2,389,976 1,808,588 — —

Bryan Ko 1,730,668 1,730,668 1,493,633 1,280,625 — 2,688,301

(2)

For FY22, represents the named executive officer’s annual bonus under the FY22 Executive Annual Incentive Plan, which was earned in FY22 and

paid in FY23.

(3)

The FY22 amounts are comprised of the following:

Contribution

Plans 401(k)

and HSA

($)

Tax

Planning

Services

($)

Total

($)

Vincent Pilette 7,251 6,296 13,547

Natalie M. Derse 8,678 — 8,678

BryanS.Ko 6,280 10,050 16,330

The following table shows for FY22, certain information regarding grants of plan-based awards to our named executive

officers from our incentive plans:

Grants of Plan-Based Awards in Fiscal 2022

Name

Grant

Date

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards

(1)

Estimated Future Payouts

Under Equity Incentive Plan

Awards

(2)

All Other

Stock

Awards:

Number

of Shares

of Stock

or Units

(#)

(3)

All Other

Option

Awards:

Number

of Securities

Underlying

Options

(#)

Exercise or

Base Price

of Option

Awards

($/Sh)

Grant

Date

Fair

Value

of Stock

and

Option

Awards

($)

(4)

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

Vincent Pilette

EAIP-Cash — 1,125,000 2,250,000 — — — — — — —

PRU TSR 5/10/21 — — — 66,707 133,414 266,828 — — — 4,874,948

PRU CAGR 5/10/21 — — — — 133,414 266,828 — — — 2,812,367

RSU 5/10/21 — — — — — — 177,885 — — 3,749,816

Natalie M. Derse

EAIP-Cash — 400,000 800,000 — — — — — — —

VCP PRU 12/10/21 — — — 104,623 209,251 418,502 — — — 5,982,486

VCP RSU 12/10/21 — — — — — — 69,750 — — 1,696,320

PRU TSR 5/10/21 — — — 20,525 41,050 82,100 — — — 1,499,967

PRU CAGR 5/10/21 — — — — 41,050 82,100 — — — 865,334

RSU 5/10/21 — — — — — — 54,734 — — 1,153,793

BryanS.Ko

EAIP-Cash — 400,000 800,000 — — — — — — —

VCP PRU 12/10/21 — — — 104,623 209,251 418,502 — — — 5,982,486

VCP RSU 12/10/21 — — — — — — 69,750 — — 1,696,320

PRU TSR 5/10/21 — — — 20,525 41,050 82,100 — — — 1,499,967

PRU CAGR 5/10/21 — — — — 41,050 82,100 — — — 865,334

RSU 5/10/21 — — — — — — 54,734 — — 1,153,793

(1)

The amounts shown represent potential cash bonus eligible to be ear ned under the FY22 Executive Annual Incentive Plan (FY22 EAIP). For more

information on the FY22 EAIP, see “Compensation Discussion and Analysis — Executive Annual Incentive Plan”.

(2)

The amounts shown in the “VCP PRU,” “PRU TSR” and “PRU CAGR” rows represent the PRUs granted in FY22 under our 2013 Equity Incentive

Plan for the company performance portion of PRUs granted in FY22. For more information on the FY22 PRUs reflected in the “PRU TSR” and “PRU

CAGR” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — FY22 Performance-

based Restricted Stock Units.” For more infor mation on the FY22 PRUs reflected in the “VCP PRU” rows, see “Compensation Discussion and

Analysis — Equity Incentive Awards — Value Creation Program (VCP) — VCP PRUs.”

(3)

The amounts shown in the “RSU” and “VCP RSU” rows represent the service-based RSUs granted in FY22 under our 2013 Equity Incentive Plan.

The RSUs reflected in the “RSU” rows were granted on May 10, 2021 and become fully vested over three years, with 33% 33%, and 34% vesting on

May 1, 2022, May 1, 2023, and May 1, 2024, respectively. The RSUs reflected in the “VCP RSU” rows were granted on December 10, 2021 and

become fully vested on December 1, 2023. For information on the FY22 RSUs reflected in the “RSU” rows, see “Compensation Discussion and

Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — FY22 Restricted Stock Units.” For information on the FY22 RSUs reflected

in the “VCP RSU” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Value Creation Program (VCP) — VCP

RSUs.”

(4)

Represents the grant date fair value of PRU and RSU awards, in each case, determined in accordance with FASB ASC Topic 718. The grant date

fair value for PRU awards granted in FY22 assumes the probable outcome of the performance conditions applicable thereto. The grant date fair value

of RSU awards was calculated by multiplying the closing price of the underlying common stock on the date of grant by the number of stock

awards granted. The assumptions used in calculating the grant date fair value of the stock awards are incorporated herein by reference to Note 15

to the consolidated financial statements contained in the 2022 Annual Report on Form 10-K.

The following table shows for FY22, certain information regarding outstanding equity awards at fiscal year end for our

named executive officers.

Outstanding Equity Awards at Fiscal Year End 2022

Option Awards Stock Awards

Name Grant Date

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

Equity Incentive

plan awards:

number of

securities

underlying

unexercised

unearned

options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)

Market Value

of Shares or

Units of

Stock That

Have Not

Vested

($)

(1)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights

that Have

Not Yet

Vested

(#)

Equity

Incentive

Plan

Awards:

Value of

Unearned

Shares,

Units or

Other

Rights

that Have

Not Yet

Vested

($)

(1)

Vincent Pilette 5/10/21 — — — — — 177,885

(2)

4,792,222 — —

5/10/21 — — — — — — — 266,282

(3)

7,188,347

5/10/21 — — — — — — — 266,282

(4)

7,188,347

7/10/20 — — — — — 111,740

(5)

3,010,276 — —

7/10/20 — — — — — — — 250,166

(6)

6,739,472

7/10/20 — — — — — — — 250,166

(7)

6,739,472

Natalie M. Derse 12/10/21 — — — — — 69,750

(8)

1,879,065 — —

12/10/21 — — — — — — — 209,251

(9)

5,637,222

5/10/21 — — — — — 54,734

(2)

1,474,534 — —

5/10/21 — — — — — — — 82,100

(3)

2,211,774

5/10/21 — — — — — — — 82,100

(4)

2,211,774

8/10/20 — — — — — 51,956

(10)

1,399,695 — —

8/10/20 — — — — — — — 103,912

(6)

2,799,390

8/10/20 — — — — — — — 103,912

(7)

2,799,390

BryanS.Ko 12/10/21 — — — — — 69,750

(8)

1,879,065 — —

12/10/21 — — — — — — — 209,251

(9)

5,637,222

5/10/21 — — — — — 54,734

(2)

1,474,534 — —

5/10/21 — — — — — — — 82,100

(3)

2,211,774

5/10/21 — — — — — — — 82,100

(4)

2,211,774

7/10/20 — — — — — 32,864

(5)

885,356 — —

7/10/20 — — — — — — — 73,578

(6)

1,982,192

7/10/20 — — — — — — — 73,578

(7)

1,982,192

1/10/20 — — — — — 27,217

(11)

733,226 — —

(1)

The market value is calculated based on $26.94 per share, the fair value of our common stock on April 1, 2022.

(2)

These RSUs vest over three years, with 33%, 33% and 34% vesting on May 1, 2022, May 1, 2023, and May 1, 2024, respectively.

(3)

These FY22 PRUs (TSR) have a three-year performance period from FY22 through FY24 and will vest based on achievement of certain relative

TSR targets against the Nasdaq Composite Index. As of the end of FY22, the aggregate achievement of performance metrics applicable to the FY22

PRUs (TSR) was tracking above target and, as a result, the number of shares reflected as outstanding as of the end of FY22 assumes maximum

level of achievement. The earned portion of these FY22 PRUs (TSR) vests at the end of FY24.

(4)

These FY22 PRUs (CAGR) have a two-year performance period from FY22 through FY23 and will vest based on achievement of certain CAGR for

revenue goals, with an additional fiscal year to achieve the threshold CAGR for revenue goal if it is not satisfied over suc h two-fiscal year period.

As of the end of FY22, the aggregate achievement of performance metrics applicable to the FY22 PRUs (CAGR) was tracking above target and, as

a result, the number of shares reflected as outstanding as of the end of FY22 assumes maximum level of achievement. The earned portion of

these FY22 PRUs (CAGR) vests at the end of the applicable performance period.

(5)

These RSUs vest over three years, with 33%, 33% and 34% vesting on June 1, 2021, June 1, 2022, and June 1, 2023, respectively.

(6)

These FY21 PRUs (TSR) have a three-year performance period from FY21 through FY23 and will vest based on achievement of certain relative

TSR targets against the Nasdaq Composite Index. As of the end of FY22, the aggregate achievement of performance metrics applicable to the FY21

PRUs (TSR) was tracking above target and, as a result, the number of shares reflected as outstanding as of the end of FY22 assumes maximum

level of achievement. The earned portion of these FY21 PRUs (TSR) vests at the end of FY23.

(7)

These FY21 PRUs (CAGR) have a three-year performance period from FY21 through FY23 and will vest based on achievement of certain CAGR

for revenue goals. As of the end of FY22, the aggregate achievement of performance metrics applicable to the FY21 PRUs (CAGR) was tracking

above target and, as a result, the number of shares reflected as outstanding as of the end of FY22 assumes maximum level of achievement. The

earned portion of these FY21 PRUs (CAGR) vests at the end of FY23.

(8)

These VCP RSUs 100% cliff vest on December 1, 2021.

(9)

These VCP PRUs have a performance period from December 1, 2021 through FY26 and will vest based on the Company’s share price appreciation,

as measured against certain share price targets, and subject to the achievement of certain relative TSR targets against the Nasdaq Composite

Index. The ear ned portion of these PRUs vests at the end of FY26.

(10)

These RSUs vest over three years, with 50%, 25%, and 25% vesting on June 1, 2021, June 2022, and June 1, 2023, respectively.

(11)

These RSUs vest over three years, with 30%, 30%, and 40% vesting on December 1, 2020, December 1, 2021, and December 1, 2022, respectively.

The following table shows for FY22, certain information regarding option exercises and stock vested during the last fiscal

year with respect to our named executive officers:

Option Exercises and Stock Vested in Fiscal 2022

Option Awards Stock Awards

Name

Number of

Acquired on

Exercise

(#)

Value Realized

on Exercise

($)

Number of

Acquired

on Vesting

(1)

(#)

Value

Realized

on Vesting

(2)

($)

Vincent Pilette — — 55,037 1,534,982

Natalie M. Derse — — 51,956 1,449,053

BryanS.Ko — — 186,733 4,982,277

(1)

The number of shares and value realized for stock awards set forth above reflect (i) RSUs that vested and settled in FY22 and (ii) PRUs that

vested in FY22 and were settled in FY23.

(2)

The value realized upon vesting is based on the closing price of our common stock upon vesting in the case of RSUs and the closing price of our

common stock on April 1, 2022 in the case of PRUs.

Non-Qualified Deferred Compensation in Fiscal 2022

The table below provides information on the non-qua lified deferred compensation of the named executive officers for the

fiscal year ended April 1, 2022.

Non-Qualified Deferred Compensation

Name

Executive

Contributions in

Last Fiscal

Year

($)

(1)

Registrant

Contributions in

Last Fiscal

Year

($)

Aggregate

Earnings in

Last Fiscal

Year

($)

(2)

Aggregate

Withdrawals/

Distributions

(#)

Aggregate

Balance at

Last Fiscal

Year-End

($)

(3)

Vincent Pilette — — — — —

Natalie M. Derse — — — — —

Bryan S. Ko 93,462 — 4,078 — 204,010

(1)

The amount reflected includes FY22 sa lary contributions which is reported as “Salary” in the “Summary Compensation Table” for FY22.

(2)

The amount reflected is not included in the Summary Compensation Table for FY22. This amount consists of dividends, interest and change in

market value attributed to Mr. Ko’s entire account balance during FY22, which balance may include deferred compensation from previous periods.

The amounts do not include the deferred compensation themselves.

(3)

$94,523 of this amount was previously reported as “Salary” in the Summary Compensation Table in the Proxy Statements for prior Annual Meetings.

In FY22, certain management employees on our U.S. payroll with a base salary of $180,000 or greater, including each of

the named executive officers, were eligible to participate in the NortonLifeLock Inc. Deferred Compensation Plan. The plan

provides for the opportunity for participants to defer up to 75% of base salary and 100% of variable pay each year and

up to 100% of sales commissions as a separate election. Variable pay included annua l incentive plan and commission

payments. Deferral elections must be made prior to the beginning of a calendar year and cannot be revoked as of the day

immediately prior to commencement of that year. Participants have the opportunity to elect each year whether to receive

that year’s deferrals upon a specified date or upon termination of employment, and the form of payment elected will be

honored regardless of a participant’s length of service.

The plan is “unfunded” and all deferrals are general assets of NortonLifeLock. Amounts deferred by each participant

under the plan are credited to a bookkeeping account maintained on behalf of each participant. The bookkeeping account

under the plan will then be adjusted based on the performance of the measurement funds that have been selected by

the participant. The measurement funds available under the plan include the investment funds available under our 401(k)

plan as well as additional asset classes. Each participant may change their measurement fund selections on a daily basis.

The plan requires that benefits accumulated in the bookkeeping accounts for each participant not meeting a 5-year

service requirement be distributed to the participant following his or her termination of employment with us for any reason.

If a 5-year service requirement is met, accumulated benefits in the participant’s account will be distributed according to the

participant’s designated payment election.

Upon first entering the Deferred Compensa tion Plan, a participant has the option to make a one-time election, which will

apply to all future account balances to determine how they will be paid in the event of a change in control. By making the one-

time election a participant will receive all remaining account ba lances in a lump sum in the month following the month of

termination, if termination occurs within two (2) years following a change in control. If a participant’s employment ended

before the change in control, any remaining balances will be distributed in a lump sum within 90 days of the change in control.

POTENTIAL PAYMENTS UPON TERMINATION

OR CHANGE-IN-CONTROL

Set forth below is a description of the plans and agreements (other than the Deferred Compensation Plan) that could

result in potential payouts to our named executive officers in the case of their termination of employment and/or a change

in control of NortonLifeLock. For information regarding potential payouts upon termination under the Deferred

Compensation Plan, in which certain of executive officers participate, see “Non-Qualified Deferred Compensation in Fiscal

2022” above.

NortonLifeLock Executive Retention Plan

In January 2001, the Board approved the NortonLifeLock Executive Retention Plan, to deal with employment termination

resulting from a change in control of NortonLifeLock, which has been modified by the Board a number of times, including

most recently in January 2021. Under the terms of the plan, all equity compensation awards (including, among others,

stock options, PRUs, and RSUs) granted by NortonLifeLock to its Section 16(b) officers (including our named executive

officers) would become fully vested (at target or to the extent of achievement for PRUs) and, if applicable, exercisable

following a change in control of NortonLifeLock (as defined in the plan) after which the officer’s employment is terminated

without cause or constructively terminated by the acquirer within 12 months after the change in control.

The plan also provides for the payment of a cash severance benefit for our named executive officers equal to one times

such officer’s base salary and target payout under the Executive Annual Incentive Plan applicable to such named executive

officer in the circumstances described above (i.e., following a change in control of NortonLifeLock after which the officer’s

employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in

control).

NortonLifeLock Executive Severance Plan

In April 2012, the Compensation Committee adopted the NortonLifeLock Executive Severance Plan to provide severance

benefits to specified officers of NortonLifeLock, which was amended and restated by the Board in January 2021. Executive

officers must meet certain criteria in order to participate in the plan, including, among other criteria, (i) the executive

officer was involuntarily terminated from active employment other than for cause (as defined in the plan); (ii) the executive

officer was not terminated due to the sale of a business, part of a business, divestiture or spin-off and offered employment

upon terms and conditions substantially identical to those in effect immediately prior to such sale, divestiture or spin-off;

and (iii) the executive officer is not entitled to severance under any other plan, fund, program, policy, arrangement or

individualized written agreement providing for severance benefits that is sponsored or funded by NortonLifeLock.

Under the terms of the plan, the executive officer will receive severance payments equal to one times the sum of his or her

base salary in effect at the time of his or her involuntary termination, COBRA premium for the duration of the severance

pay (12 months), and is also entitled to receive six months of outplacement services, including counseling and guidance. The

executive officer is solely responsible for all COBRA premiums for his or her continuation coverage. In addition, the

executive officer will receive an additional payment equivalent to 75% of the executive officer’s prorated target cash incentive

award under the Executive Annual Incentive Plan in effect for such fiscal year to the executive officer who was terminated

in the second half of such fiscal year and was employed in good standing for a minimum of six (6) months prior to his or her

termination date. This payment was added to standardize benefits to all our executive officers and to be competitive with

overall market practices.

Payment of severance payments, one-time bonus payment, outplacement services and 75% of the prorated target cash

incentive award under the Executive Annual Incentive Plan pursuant to the NortonLifeLock Executive Severance Plan is

subject to the applicable executive officer returning a release of claims against NortonLifeLock.

Death and Disability Acceleration under Award Agreements

Consistent with the practice of many of our peers and to encourage our employees to remain employed with us, all of our

PRU and RSU g rants (including PRUs and RSUs granted to our NEOs), provide for accelerated vesting in full upon death or

disability, with PRUs vesting at target.

Vincent Pilette

The following table summarizes the value of the payouts to Mr. Pilette pursuant to the NortonLifeLock Executive Retention

Plan and the NortonLifeLock Executive Severance Plan, assuming a qualifying termination as of April 1, 2022 (intrinsic

values of equity awards are based upon the closing price for a share of our common stock of $26.94 on April 1, 2022):

Severance

Pay

($)

COBRA

Premiums

($)

Option

Vesting

($)

PRU

Vesting

($)

RSU

Vesting

($)

Involuntary Termination Upon Termination Without Cause 1,747,586 32,800 — — —

Change of Control Involuntary Ter mination Without Cause or Constructive

Termination Within 12 Months 2,025,000 — — 13,927,818 7,802,498

Termination Due to Death or Disability — — — 13,927,818 7,802,498

Natalie Derse

The following table summarizes the value of the payouts to Ms. Derse pursuant to the NortonLifeLock Executive Retention

Plan and the NortonLifeLock Executive Severance Plan, assuming a qualifying termination as of April 1, 2022 (intrinsic

values of equity awards are based upon the closing price for a share of our common stock of $26.94 on April 1, 2022):

Severance

Pay

($)

COBRA

Premiums

($)

Option

Vesting

($)

PRU

Vesting

($)

RSU

Vesting

($)

Involuntary Termination Upon Termination Without Cause 803,836 29,390 — — —

Change of Control Involuntary Ter mination Without Cause or Constructive

Termination Within 12 Months 900,000 — — 10,648,385 4,753,294

Termination Due to Death or Disability — — — 10,648,385 4,753,294

Bryan Ko

The following table summarizes the value of the payouts to Mr. Ko pursuant to the NortonLifeLock Executive Retention

Plan and the NortonLifeLock Executive Severance Plan, assuming a qualifying termination as of April 1, 2022 (intrinsic

values of equity awards are based upon the closing price for a share of our common stock of $26.94 on April 1, 2022):

Severance

Pay

($)

COBRA

Premiums

($)

Option

Vesting

($)

PRU

Vesting

($)

RSU

Vesting

($)

Involuntary Termination Upon Termination Without Cause 803,836 32,120 — — —

Change of Control Involuntary Ter mination Without Cause or Constructive

Termination Within 12 Months 900,000 — — 9,831,187 5,298,785

Termination Due to Death or Disability — — — 9,831,187 5,298,785

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the

ratio of the annual total compensation of Mr. Pilette, our CEO, to the median of the annual total compensation of our

employees, and have annualized his base salary as required under Item 402(u) of Regulation S-K. We believe that the pay

ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies

and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio

reported by other companies.

As of April 1, 2022, we employed 2,725 employees globally, with approxima tely 46% based in the United States and 54%

based outside of the United States. Our compensation pro grams and reward offerings are designed to reflect local market

practices across our global operations.

Pay Ratio:

• Mr. Pilette’s FY22 annual total compensation was $13,517,505, which was calculated in the same manner as the

amounts reported in the “Total” column of the “2022 Summary Compensation Table” in this proxy statement.

• The FY22 annual total compensation of our median employee (other than our CEO) was $94,195.

• Based on this information, the pay ratio of the annual total compensation of our CEO to the median of the annual

total compensation of our employees is 143.5 to 1.

Identification of the Median Employee:

For purposes of identifying our median employee, we used our global employee population as of April 1, 2022, identified

based on our global human resources system of record, inclusive of all regular employees employed by NortonLifeLock as

of that date. We used total direct compensation as our consistently applied compensation measure. In this context, total

direct compensation is the sum of the value of base salary or wages earned, which has been annualized with respect to

permanent employees, the annual incentive target amount or annual commission target amount in ef fect as of April 1, 2022,

and the grant date fair value of all equity awards granted during FY22 excluding the value of any modifications. Cash

compensation figures were converted from local currency to U.S. dollars using the exchange rate NortonLifeLock used for

FY22 internal budgeting purposes. We did not make any cost-of-living adjustments or utilize the de minimis exemption to

eliminate countries representing no more than 5% of our global population in the aggregate as allowed by SEC rules.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related-Person Transactions Policy and Procedure

NortonLifeLock has adopted a written related person transactions policy which provides for NortonLifeLock’s policies and

procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.”

The Nominating and Governance Committee reviews transactions that may be “related person transactions,” which are

transactions between NortonLifeLock and any rela ted persons in which the aggregate amount involved exceeds or may be

expected to exceed $120,000, and in which the related person has or will have a direct or indirect material interest. For

purposes of the policy, a related person is any NortonLifeLock executive officer, director, nominee for director, or stockholder

holding more than 5% of any class of NortonLifeLock’s voting securities, in each case, since the beginning of the previous

fiscal year, and their immediate family members.

Under the policy, absent any facts or circumstances indicating special or unusual benefits to the related person, the

following transactions are deemed not to be “related person transactions” (meaning the related person is deemed to not

have a direct or indirect material interest in the transaction):

• compensation to executive officers determined by NortonLifeLock’s Compensation Committee;

• any transaction with another company at which a related person is a director or an employee (other than an

executive officer) if the aggregate amount involved does not exceed the greater of $2,000,000, or 3% of that

company’s total annual gross revenues, provided that the transaction involves the purchase of either company’s

goods and services and the transaction is subject to usual trade terms and is in the ordinary course of business and

the related person is not involved in the negotiation of the transaction;

• any compensation paid to a director if the compensation is required to be reported in NortonLifeLock’s proxy

statement;

• any transaction where the related person’s interest arises solely from the owner ship of NortonLifeLock’s common

stock and all holders of NortonLifeLock’s common stoc k received the same benefit on a pro rata basis;

• any charitable contribution, grant or endowment by NortonLifeLock or the NortonLifeLock Foundation to a charitable

organization, founda tion or university at which a related per son’s only relationship is as a director or an employee

(other than an executive officer), if the aggregate amount involved does not exceed $120,000, or any non-discretionary

matching contribution, g rant or endowment made pursuant to a matching gift program;

• any transaction where the rates or charges involved are determined by competitive bids;

• any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or

charges fixed in conformity with law or governmental authority; or

• any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust

indenture, or similar services.

Under the policy, members of NortonLifeLock’s legal department review transactions involving related persons that do not

fall into one of the above categories. If they determine that a related person could have a significant interest in a

transaction, the transaction is referred to the Nominating and Governance Committee. In addition, transactions may be

identified through NortonLifeLock’s Code of Conduct or other NortonLifeLock policies and procedures, and reported to the

Nominating and Governance Committee. The Nominating and Governance Committee determines whether the related

person has a material interest in a transaction and may approve, ratify or rescind the transaction.

Certain Related Party Transactions

Transactions with Silver Lake

On May 13, 2021, we entered into a Convertible Notes Purchase Agreement with affiliates of Silver Lake Partners (Silver

Lake), pursuant to which NortonLifeLock agreed to repurchase $250,000,000 in aggregate principal amount of 2.50%

convertible unsecured senior notes due 2022. These notes are convertible into common stock of NortonLifeLock at a

rate of 59.6341 shares for each $1,000 principal amount of notes, representing a conversion price of approximately $16.77

per share. Under the terms of the Agreement, NortonLifeLock paid Silver Lake an aggregate of $365 million, representing

$24.40 per underlying share into which the notes are convertible, accrued and unpaid interest through the date of

settlement, and a portion of the cash dividend that was declared by NortonLifeLock on May 10, 2021.

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of NortonLifeLock’s Audit Committee is not considered to be “soliciting

material,” “filed” or incorporated by reference in any past or future filing by NortonLifeLock under the Exchange Act or the

Securities Act of 1933 unless and only to the extent that NortonLifeLock specifically incorporates it by reference.

The Audit Committee is comprised solely of independent directors, as defined by current Nasdaq listing standards, and

operates under a written charter, which was most recently amended by the Board on March 22, 2021. The Audit Committee

oversees NortonLifeLock’s financial reporting process on behalf of the Board. Management has primary responsibility for

the financial statements and the reporting process, including the systems of internal controls. In fulfilling its over sight

responsibilities, the Audit Committee reviewed the audited financial statements that were included in NortonLifeLock’s

Annual Report on Form 10-K for the fiscal year ended April 1, 2022 with management, including a discussion of the quality,

not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the

disclosures in the financial statements.

The Audit Committee reviewed with NortonLifeLock’s independent registered public accounting firm, which is responsible

for expressing an opinion on the confor mity of those audited financial statements with generally accepted accounting

principles, its judgments as to the quality, not just the acceptability, of NortonLifeLock’s accounting principles and discussed

with the independent registered public accounting firm the matters required to be discussed by the applicable requirements

of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee has received

and reviewed the written disclosures and the letter from the independent registered public accounting firm required by

applicable requirements of the PCAOB regarding the registered public accounting firm’s communications with the Audit

Committee concerning independence, and has discussed with the independent registered public accounting firm the

registered public accounting firm’s independence.

The Audit Committee discussed with NortonLifeLock’s internal accountants and independent registered public accounting

firm the overall scope and plans for their respective audits. The Audit Committee met with the internal accountants and

independent registered public accounting firm, with and without management present, to discuss the results of their

examinations, their evaluations of NortonLifeLock’s internal controls, and the overall quality of NortonLifeLock’s financial

reporting. The Audit Committee also received the report of management contained in NortonLifeLock’s Annual Report on

Form 10-K for the fiscal year ended A pril 1, 2022, as well as KPMG’s Report of Independent Registered Public Accounting

Firm included in NortonLifeLock’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements

and financial statement schedule and (ii) the effectiveness of internal control over financial reporting. The Audit Committee

continues to oversee NortonLifeLock’s efforts related to its internal control over financial reporting and mana gement’s

preparations for the evaluation in fiscal 2023.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the

Board has approved) that the audited financial statements be included in NortonLifeLock’s Annual Report on Form 10-K for

the fiscal year ended A pril 1, 2022 for filing with the SEC.

By: The Audit Committee of the Board of Directors:

Eric K. Brandt (Chair)

Frank E. Dangeard

Nora M. Denzel

Emily Heath

NORTONLIFELOCK INC.

2022 ANNUAL MEETING OF STOCKHOLDERS

MEETING INFORMATION

INFORMATION ABOUT SOLICITATION AND VOTING

This proxy is solicited on behalf of the Board for use at the Annual Meeting, which will be conducted via live webcast on

September 13, 2022, a t 9:00 a.m. (Pacific Time), and any adjournment or postponement thereof. We will provide a re-

playable webcast of the Annual Meeting, which will be available on the events section of our investor relations website at

investor.nortonlifelock.com.

ABOUT THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the proposals described in this proxy statement. In addition, following

the Annual Meeting, management will report on the performance of NortonLifeLock and respond to questions from

stockholders.

What proposals are scheduled to be voted on at the Annual Meeting?

Stockholders will be asked to vote on the following proposals:

1. Election to the Board of the eight nominees named in this proxy sta tement;

2. Ratification of the appointment of KPMG as our independent registered public accounting firm for the 2023

fiscal year;

3. An advisory vote to approve executive compensation;

4. Approval of the amendment of the 2013 Plan; and

5. A stockholder proposal to seek stockholder ratification of termination pay, if properly presented at the

Annual Meeting.

If any other business properly comes before the Annual Meeting or any adjournment or postponement thereof, you will be

voting on those items as well.

What is the recommenda tion of the Board on each of the proposals scheduled to be voted on at the Annual

Meeting?

The Board recommends that you vote FOR eac h of the nominees to the Board (Proposal No. 1); FOR the ratification of

the appointment of KPMG as our independent registered public accounting firm for the 2022 fiscal year (Proposal No. 2);

FOR the approval of compensation to our named executive officers (Proposal No. 3); FOR the approval of the Amendment

to the 2013 Equity Incentive Plan (Proposal No. 4); and AGAINST the stockholder proposal (Proposal No. 5).

Could other matters be decided at the Annual Meeting?

Our Bylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting by stockholders

of NortonLifeLock, and we have not received notice of any such proposals, other than Proposal No. 5 which is included

in proxy statement. If any other matter were to come before the Annual Meeting, the proxy holders appointed by the Board

will have the discretion to vote on those matters for you.

Who can vote at the Annual Meeting?

Stockholders as of the record date for the Annual Meeting, July 18, 2022, are entitled to vote at the Annual Meeting. At the

close of business on the record date, there were 571,366,085 shares of NortonLifeLock common stock outstanding and

entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual

Meeting.

Stockholder of Record: Shares Registered in Your Name

If on July 18, 2022 your shares were registered directly in your name with our transfer agent, Computershare Investor

Services, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you

may vote at the Annual Meeting or vote by proxy. Whether or not you plan to virtually attend the Annual Meeting, we

urge you to vote over the internet or by telephone, or if you received paper proxy materials by mail, by filling out and returning

the proxy card.

For questions regarding your stock ownership, you may contact our transfer agent, Computershare Investor Services, by

email through their website at www.computershare.com/contactus or by phone at (877) 282-1168 (within the U.S. and

Canada) or (781) 575-2879 (outside the U.S. and Canada).

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee

If on July 18, 2022 your shares were held in an account with a brokerage firm, bank or other nominee, then you are the

beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how

to vote the shares held in your account, and it has enclosed or provided voting instructions for you to use in directing it on

how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for

purposes of voting at the Annual Meeting. Because you are not the stockholder of record, 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.

How do I vote?

If you are a stockholder of record, you may:

• vote at the Annual Meeting — to participate in and vote at the Annual Meeting, you will need the 16- digit control

number included on your proxy card or on the instructions that accompanied your proxy materials;

• vote via the internet or via telephone — instructions are shown on your Notice of Internet Availability of Proxy

Materials or proxy card; or

• vote by mail — if you received a paper proxy card and voting instructions by mail, simply complete, sign and date

the enclosed proxy card and return it before the Annual Meeting in the envelope provided.

Votes submitted via the internet or by telephone must be received by 11:59 p.m., Eastern Time, on September 12, 2022.

Submitting your proxy, whether via the internet, by telephone or by mail if you received a paper proxy card, will not affect your

right to vote at the Annual Meeting should you decide to virtually attend the Annual Meeting.

If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to

vote your shares.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote by proxy to

ensure that your vote is counted. You may still virtually attend the Annual Meeting if you have already voted by proxy.

What is the quorum requirement for the Annual Meeting?

A majority of our outstanding shares as of the record date must be present at the Annual Meeting in order to hold the

Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual

Meeting if you virtually a ttend and vote at the Annual Meeting or if you have properly submitted a proxy.

How are abstentions and broker non-votes treated?

Abstentions (shares present at the Annual Meeting and voted “abstain”) are counted for purposes of determining whether

a quorum is present, and have no effect on the election of directors. For the purpose of determining whether the stockholders

have approved all other matters, abstentions have the same effect as an “against” vote.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did

not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares.

Broker non-votes are counted for purposes of determining whether a quorum is present, and have no effect on the matters

voted upon. If you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that

holds your shares will not be authorized to vote your shares on any of the proposals, except for Proposal No. 2, ratification

of the appointment of KPMG as our independent public accounting firm for the 2023 fiscal year. Accordingly, we encourage

you to provide voting instructions to your broker, whether or not you plan to virtually attend the Annual Meeting.

What is the vote required for each proposal?

The votes required to approve each proposal are as follows:

• Proposal No. 1. Each director must be elected by a majority of the votes cast, meaning the votes “FOR” a director

must exceed the number of votes “AGAINST” a director.

• Proposal Nos. 2, 3, 4, and 5. Approval of each of Proposal Nos. 2, 3, 4, and 5 requires the affirmative “FOR” vote

of a majority of the shares entitled to vote on these proposals at the Annual Meeting and virtually attending the Annual

Meeting or represented by proxy.

What if I return a proxy card but do not make specific choices?

All proxies will be voted in accordance with the instructions specified on the proxy card. If you vote over the internet or by

telephone, please follow the instructions included on the Notice of Internet Availability of Proxy Materials, proxy card or proxy

materials on how to vote over the internet or by telephone. If you sign a physical proxy card and return it without instructions

as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in

accordance with the recommendations of our Board stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote

your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining

the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be

counted for the purpose of establishing a quor um for the Annual Meeting. Voting results will be tabulated and certified by the

inspector of elections appointed for the Annual Meeting.

Who is paying for this proxy solicitation?

NortonLifeLock is paying the costs of the solicitation of proxies. We have retained D.F. King & Co., Inc. to help us solicit

proxies from brokers, bank nominees and other institutions for a fee of approximately $10,000, plus reasonable out-of-pocket

expenses. We will also reimburse brokerage firms and other persons representing beneficial owners of shares for their

expenses in forwarding solicitation materials to such beneficial owners. In addition, our directors, officers, and other

employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise.

If you choose to access the proxy materials and/or vote over the internet, you are responsible for any internet access

charges you may incur.

What does it mean if I receive more than one proxy card or Notice of Internet Availability?

If you receive more than one proxy card or Notice of Internet Availability of Proxy Materials, your shares are registered in

more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the

instructions included on your proxy card or Notice of Internet Availability of Proxy Materials on how to access each proxy

card and vote each proxy card over the internet or by telephone. If you received paper proxy materials by mail, you can also

complete, sign and return each proxy card to ensure that all of your shares are voted.

How can I change my vote after submitting my proxy?

You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting. If you are a

stockholder of record, you may change your vote or revoke your proxy by:

• delivering to the Corporate Secretary of NortonLifeLock (by any means, including facsimile) a written notice stating

that the proxy is revoked;

• signing and delivering a proxy bearing a later date;

• voting again over the internet or by telephone; or

• virtually attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself,

revoke a proxy).

Please note, however, that if you are a beneficial owner and you wish to change or revoke your proxy, you may change

your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy

from your broker, bank or other nominee giving you the right to vote your shares at the Annual Meeting, by virtually

attending and voting at the Annual Meeting.

How can I attend the Annual Meeting and submit questions?

To attend the Annual Meeting and submit your questions prior to or during the Annual Meeting, please visit

www.virtualshareholdermeeting.com/NLOK2022. To participate in the Annual Meeting or to submit questions in advance of

the Annual Meeting, you will need the 16-digit control number included with your proxy materials, on your proxy card,

Notice of Internet Availability of Proxy Materials or on the instructions that accompanied your proxy materials.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing

the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual

Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the

customer support numbers which will be shown on the virtual shareholder meeting site approximately 30 minutes before

the start of the Annua l Meeting.

Why are you not holding the Annual Meeting in a physical location?

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings

for our stockholders. Hosting a virtual meeting will enable increased stockholder attendance and participation since

stockholders can participate from any location around the world. In addition, we believe the online format allows us to

communicate effectively with you via a pre-meeting forum that you can enter by visiting www.virtualshareholdermeeting.com/

NLOK2022.

How can I get electronic access to the proxy materials?

The proxy materials will provide you with instructions regarding how to:

• view our proxy materials for the Annual Meeting over the internet; and

• instruct us to send our future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you

and will reduce the impact of our annual meetings of stockholders on the environment. If you choose to receive future proxy

materials by email, you will receive an email next year with instructions containing a link to those materials and a link to

the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Where can I find the voting results?

The preliminary voting results will be announced at the Annual Meeting and posted on our website at

investor.nortonlifelock.com. The final results will be tallied by the inspector of elections and filed with the SEC in a current

report on Form 8-K within four business days of the Annual Meeting.

ADDITIONAL INFORMATION

Stockholder Proposals for the 2023 Annual Meeting

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. NortonLifeLock’s Bylaws provide that,

for stockholder nominations to the Board or other proposals to be considered at an annual meeting, the stockholder must give

timely notice thereof in writing to the Corporate Secretary at NortonLifeLock Inc., 60 E. Rio Salado Parkway, Suite 1000,

Tempe, Arizona 85281, Attn: Corporate Secretary.

To be timely for the 2023 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and

received by our Corporate Secretary at our principal executive offices between May 16, 2023 and June 15, 2023 (or, if the

2023 annual meeting is called for a date that is more than 30 calendar days before or more than 60 calendar days after

the anniversary of the date of the 2022 Annual Meeting, then by no later than 10 calendar days after our public announcement

of the date of the 2023 annual meeting). A stockholder’s notice to the Corporate Secretary must set forth as to each

matter the stockholder proposes to bring before the annual meeting the information required by NortonLifeLock’s Bylaws.

Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials. Stockholder proposals

submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at NortonLifeLock’s 2023

annual meeting must be received by us not later than April 5, 2023 in order to be considered for inclusion in NortonLifeLock’s

proxy materials for that meeting. In addition to satisfying advance notice requirements under our bylaws, to comply with

the universa l proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees

other than those nominees nominated by NortonLifeLock must provide notice that sets forth the information required by

Rule 14a-19 under the Exchange Act no later than July 15, 2023, which is 60 calendar days prior to the anniversary date of

the Annual Meeting.

Available Information

NortonLifeLock will mail without charge, upon written request, a copy of NortonLifeLock’s Annual Report on Form 10-K for

fiscal year 2022, including the financial sta tements, schedule and list of exhibits, and any exhibit specifically requested.

Requests should be sent to:

NortonLifeLock Inc.

60 E. Rio Salado Parkway, Suite 1000

Tempe, Arizona 85281

Attn: Investor Relations

The Annual Report is also available at investor.nortonlifelock.com.

Householding — Stockholders Sharing the Same Last Name and Ad dress

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure

called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single

copy of our annual report and proxy materials, unless the affected stockholder has provided contrary instructions. This

procedure reduces printing costs and postage fees, and helps protect the environment as well.

This year, a number of brokers with account holders who are NortonLifeLock stockholders will be “householding” our

annual report and proxy materials. A single set of annual report and other proxy materials will be delivered to multiple

stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once

you have received notice from your broker that it will be “householding” communications to your address, “householding”

will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any

time by contacting Broadridge ICS, either by calling toll-free (800) 540-7095, or by writing to Broadridge ICS, Householding

Department, 51 Mercedes Way, Edgewood, New York, 11717.

Upon written or oral request, NortonLifeLock will promptly deliver a separate copy of the annual report and other proxy

materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive

a separate copy of the annual report and other proxy materials, you may write or call NortonLifeLock’s Investor Relations

department at 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281, Attn: Investor Relations, telephone

number (650) 527-8000.

Any stockholders who share the same address and currently receive multiple copies of NortonLifeLock’s annual report

and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of

record to request information about householding or NortonLifeLock’s Investor Relations department at the address or

telephone number listed above.

OTHER MATTERS

The Board does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the

Board, no matters are to be brought before the Annual Meeting except as specified in the notice of the Annual Meeting.

As to any business that may arise and proper ly come before the Annual Meeting, however, it is intended that proxies, in the

form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

In this proxy statement, NortonLifeLock has disclosed information which may be considered forward-looking within the

meaning of the U.S. federal securities laws. Forward-looking statements may appear throughout this proxy statement. In

some cases, you can identify these forward-looking statements by the use of terms such as “believe,” “will,” “expect”

“anticipate,” “estima te,” “intend,” “strategy,” “future,” “plan,” “may,” “should,” “would,” and “continue to,” or similar expressions,

and variations or negatives of these words, but the absence of these words does not mean that a statement is not

forward- looking. All statements other than statements of historical fact are statements that could be deemed forward-

looking statements, including, but not limited to sta tements regarding our business stra tegy, governance practices, ESG

initiatives and executive compensa tion program. Forward-looking statements are based on current expectations and

assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks

and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and

Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any

forward-looking statements, whether because of new information, future events, or otherwise.

INFORMATION REFERENCED IN THIS PROXY STATEMENT

The content of the websites referred to in this proxy statement are not incorporated by reference into this proxy statement.

ANNEX A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND EXPLANATION OF KEY PERFORMANCE

INDICATORS

This proxy statement contains references to non-GAAP EPS, non-GAAP operating income, non-GAAP operating margin,

and free cash flow which are adjusted from results based on GAAP, as well as references to certain key performance

indicators. These measures are provided to enhance the user’s understanding of our prospects for the future. Our

management team uses these measures in assessing NortonLifeLock’s performance, as well as in planning and forecasting

future periods.

Reconciliation of GAAP to non-GAAP measures (in millions, except per share amounts)

Non-GAAP EPS, non-GAAP operating income, non-GAAP operating margin and free cash flow are not computed according

to GAAP and the method we use to compute these non-GAAP financial measures may differ from the method used by

other companies. Such measures are supplemental, should not be considered a substitute for financial information presented

in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in

accordance with GAAP. Please see below for the GAAP to non-GAAP reconciliation of these measures.

Year Ended

April 1, 2022 April 2, 2021

Diluted net income per share (GAAP) $ 1.41 $ 0.92

Adjustments to diluted net income per share

Contract liabilities fair value adjustment $ 0.02 $ 0.01

Stock-based compensation $ 0.12 $ 0.12

Amortization of intangible assets $ 0.21 $ 0.18

Restructuring and other costs $ 0.05 $ 0.27

Acquisition and integration costs $ 0.06 $ 0.01

Litigation settlement charges $ 0.34 $ 0.05

Other $ 0.01 $ 0.00

Non-cash interest expense $ 0.01 $ 0.02

Loss (gain) on extinguishment of debt $ 0.01 $ (0.03)

Gain on sale of properties $ (0.30) $ (0.16)

Total adjustments to GAAP income from continuing operations before income taxes $ 0.54 $ 0.45

Adjustment to GAAP provision for income taxes $ (0.20) $ (0.16)

Total adjustment to continuing operations, net of taxes $ 0.34 $ 0.28

Discontinued operations — $ 0.24

Diluted net income per share (Non-GAAP) $ 1.75 $ 1.44

Operating income $1,005 $ 896

Contract liabilities fair value adjustment $11 $5

Stock-based compensation $70 $71

Amortization of intangible assets $ 124 $ 105

Restructuring and other costs $31 $ 161

Acquisition and integration costs $37 $4

Litigation settlement charges $ 202 $29

Operating income (Non-GAAP) $1,480 $1,271

Net Revenues $2,796 $2,551

Operating margin 35.9% 35.1%

Operating margin (Non-GAAP) 52.7% 49.7%

Operating cash flow (GAAP) $ 974 $ 706

Purchases of property and equipment $ (6) $ (6)

Free cash flow (Non-GAAP) $ 968 $ 712

Explanation of key performance indicators

Bookings: 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.

Direct customer count: Direct customers are defined as active paid users of our consumer solutions who have a direct

billing relationship with us at the end of the reported period. Users with multiple products or entitlements are counted for

based on which solutions they are subscribed. We exclude users on free trials and promotions and users who have indirectly

purchased our product or services through partners unless such users convert or renew their subscription directly with

us. Full Year Average Direct Customer Count is ca lculated as an average across the quarters.

Average revenues per user (ARPU): ARPU is calculated as estimated direct customer revenues for the period divided by

the average direct customer count for the same period, expressed as a monthly figure. We monitor ARPU because it helps

us understand the rate at which we are monetizing our consumer customer base.

Annual retention rate: Annual retention rate is defined as the number of direct customers who have more than a one-year

tenure as of the end of the most recently completed fiscal period divided by the total number of direct customers as of the

end of the period from one year ago. We monitor annual retention rate to evaluate the effectiveness of our strategies to

improve renewals of subscriptions.

ANNEX B

NORTONLIFELOCK INC.

2013 EQUITY INCENTIVE PLAN

1. Purpose. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose

present and potential contributions are important to the success of the Company, its Parent, Subsidiaries and Affiliates, by

offering them an opportunity to participate in the Company’s future performance through awards of Options, Stock

Appreciation Rights, Restricted Stock Units, and Restricted Stock Awards. Capitalized terms not defined in the text are

defined in Section 29.

2. Shares Subject to the Plan.

2.1 Number of Shares Available. Subject to Sections 2.2 and 19, the total number of Shares reserved and available for

grant and issuance pursuant to this Plan will be 82,000,000 Shares.

Subject to Sections 2.2 and 19, Shares that: (a) are subject to issuance upon exercise of an Option but cease to be

subject to such Option for any reason other than exercise of such Option; (b) are subject to an Award granted hereunder

but are forfeited or are repurchased by the Company at the original issue price; or (c) are subject to an Award that otherwise

terminates without Shares being issued will again be available for grant and issuance in connection with future Awards

under this Plan. The following Shares may not again be made available for future grant and issuance as Awards under the

Plan: (i) Shares that are withheld to pay the Exercise or Purchase Price of an Award or to satisfy any tax withholding

obligations in connection with an Award, (ii) Shares not issued or delivered as a result of the net settlement of an outstanding

Option or SAR or (iii) shares of the Company’s Common Stock repurchased on the open market with the proceeds of an

Option Exercise Price. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be

required to satisfy the requirements of all outstanding Awards granted under this Plan.

2.2 Adjustment of Shares. In the event that the number of outstanding Shares is changed by a stock dividend,

recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital

structure of the Company without consideration or there is a change in the corporate structure (including, without limitation,

a spin-off), then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1,

(b) the Exercise Prices of and number of Shares subject to outstanding Options and SARS, (c) the maximum number of

Shares that may be issued as ISOs set forth Section 5.8, (d) the number of Shares that may be granted pursuant to Section 3

below, (e) the Purchase Price and number of Shares subject to other outstanding Awards (other than Options and SARs

which are provided for in (b) above), and (f) the number of Shares that are granted as Awards to Non-Employee Directors

as set forth in Section 6 will be proportionately adjusted, subject to any required action by the Board or the stockholders of

the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be

issued but will be rounded down to the nearest whole Share, and may be replaced by a cash payment equal to the Fair

Market Value of such fraction of a Share, as determined by the Committee. For the avoidance of doubt, Shares that

otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares

subject to Awards that initially became available because of the assumption and substitution clause in Section 19.3.

In the event of an extraordinary cash dividend by the Company, the Committee, in its sole discretion, may, in lieu of the

any of the methods of adjustments set forth above, determine that: (a) Participants holding outstanding RSUs will be entitled

to receive a cash payment, with respect to each Share subject to such Awards, in an amount equal to the per-Share

extraordinary cash dividend amount, provided, however, tha t unless determined otherwise by the Committee, any cash

payment or new, substituted or additional securities or other property (including money paid other than as a regular cash

dividend) tha t the Participant has the right to receive with respect to the Participant’s unvested RSUs pursuant to this clause

(a) shall be issued subject to (i) the same vesting requirements applica ble to the Participant’s unvested RSUs and

(ii) may be issued subject to such escrow arrangements as the Committee may deem appropriate, and/or (b) the Exercise

Price of outstanding Options and SARs may be reduced by an amount equal to the per-Share extraordinary cash dividend

amount, provided, however, that the Committee may, in its sole discretion, determine that a cash payment shall be made to

a Participant holding an Option or SAR partially or entirely in lieu of such a reduction in Exercise Price on a per-Share cent-

for-cent basis.

3. Eligibility. ISOs (as defined in Section 5 below) may be granted only to employees (including officers and directors

who are also employees) of the Company or of a Parent or Subsidiary of the Company. All other Awards may be granted

to employees, officers, directors, consultants, independent contractors and advisors (each an “Eligible Individual”) of the

Company or any Parent, Subsidiary or Affiliate of the Company; provided such consultants, contractors and advisors

render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No Eligible

Individual will be eligible to receive more than 2,000,000 Shares in any calendar year under this Plan, pursuant to the

grant of Awards hereunder, other than new employees of the Company or of a Parent or Subsidiary of the Company

(including new employees who are also officers and directors of the Company or any Parent or Subsidiary of the Company),

who are eligible to receive up to a maximum of 3,000,000 Shares in the calendar year in which they commence their

employment. For purposes of these limits only, each Restricted Stock Unit settled in Shares (but not those settled in cash),

shall be deemed to cover one Share. Subject to the provisions of the Plan, the Committee may from time to time, select

among the Eligible Individuals, those to whom Awards shall be granted and determine the nature and amount of each Award.

No Eligible Individual shall have any right, by virtue of this Plan to receive an Award. An Eligible Individual may be granted

more than one Award under this Plan.

4. Administration.

4.1 Committee Authority. This Plan will be administered by the Committee or by the Board acting as the Committee.

Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will

have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to:

(a) construe and interpret this Plan, any sub-plan, Award Ag reement and any other agreement or document executed

pursuant to this Plan;

(b) prescribe, amend and rescind rules and regulations relating to this Plan or any Award;

(d) determine the form and terms of Awards;

(e) grant Awards and deter mine the number of Shares or other consideration subject to Awards;

(f) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as

alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any

Parent, Subsidiary or Affiliate of the Company;

(g) grant waivers of Plan or Award conditions;

(h) determine the vesting, exercisability and payment of Awards;

(i) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award

Agreement;

(j) amend any Award Agreements executed in connection with this Plan;

(k) determine whether the performance goals under any performance-based Award have been met and whether a

performance-based Award has been earned;

(l) determine whether, to what extent an Award may be canceled, forfeited, or surrendered;

(m) adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee

deems necessary or appropriate to reflect the impact of unusual or infrequent items, events or circumstances to

avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, unusual or

infrequent charges, (ii) an event either not directly related to the operations of the Company or not within the

reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally

accepted accounting principles;

(n) adopt terms and conditions, rules and/or procedures (including the adoption of any subplan under this Plan)

relating to the operation and administration of the Plan to accommodate requirements of local law and procedures

outside of the United States;

(o) make all other determina tions necessary or advisable for the administration of this Plan, any sub-plan or Award

Agreement;

(p) delega te any of the foregoing as permitted by applicable law to one or more executive officers pursuant to a

specific delegation, in which case references to “Committee” in this Section 4.1 will refer to such delegate(s),

except with respect to Insiders.

4.2 Committee Discretion. Any determination made by the Committee with respect to any Award will be made in its sole

discretion at the time of grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later

time, and such determination will be final and binding on the Company and on all persons having an interest in any

Award under this Plan. To the extent permitted by applicable laws, the Committee may delegate to one or more officers of

the Company the authority to grant an Award under this Plan to Participants who are not Insiders of the Company.

4.3 Section 16 of the Exchange Act. Awards granted to Participants who are subject to Section 16 of the Exchange Act

must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16

of the Exchange Act).

5. Options. An Option is the granting of a right, but not the obligation, to purchase Shares. The Committee may grant

Options to Participants and will determine whether such Options will be Incentive Stock Options within the meaning of the

Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise Price

of the Option (subject to Section 5.4 below), the circumstances upon and the period during which the Option may be

exercised, and all other terms and conditions of the Option, subject to the following:

5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will

expressly identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such

provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and

which will comply with and be subject to the terms and conditions of this Plan. To the extent that any Option designated as

an ISO in the Award Agreement fails to qualify as such under applicable law, it shall be treated instead as a NQSO.

5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to

grant such Option, unless a later date is otherwise specified by the Committee at the time it acts to approve the grant. The

Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the

granting of the Option.

5.3 Exercise Period. Options will be exercisable within the times or upon the events determined by the Committee as set

forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after

the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person

who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of

the Company or of any Parent or Subsidiary of the Company (“Ten Percent Stockholder”) will be exercisable after the

expiration of five (5) years from the date the ISO is granted. The Committee also may provide for the exercise of Options

to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, the attainment

during a Performance Period of performance goals based on Performance Factors), in such number of Shares

or percentage of Shares as the Committee determines.

5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted

and may not be less than 100% of the Fair Market Value of the Shares on the date of grant; provided that the Exercise Price

of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on

the date of grant. Payment for the Shares purchased may be made in accordance with Section 10 and the Award Agreement

and in accordance with any procedures established by the Committee.

5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a written or electronic notice or

agreement of stock option exercise (the “Exercise Agreement”) in a form approved by the Committee (which need not be

the same for each Participant), stating the number of Shares being purchased, the restrictions imposed on the Shares

purchased under such Exercise Agreement, if any, and such representations and agreements regarding Participant’s

investment intent and access to information and other ma tters, if any, as may be required or desirable by the Company to

comply with applicable securities laws, together with payment in full of the Exercise Price for the number of Shares being

purchased and all applicable Tax-Related Items. Full payment may consist of any consideration and method of payment

authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an

Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the

books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or

any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The

Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made

for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in

Section 2.2. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes

of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

5.6 Termination of Participant. Notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of

an Option will always be subject to the following:

(a) If the Participant is Terminated for any reason except death or Disability, then the Participant may exercise such

Participant’s Options only to the extent that such Options are vested and exercisable upon the Termination Date no

later than three (3) months after the Termination Date (or such shorter or longer time period not exceeding the

original term of the Option as may be determined by the Committee, with any exercise beyond three (3) months

after the Termination Date deemed to be an NQSO), but in any event, no later than the expiration date of the

Options.

(b) If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three

(3) months after a Termination other than because of Participant’s death or disability), then Participant’s Options

may be exercised only to the extent that such Options are vested and exercisable by Participant on the Termination

Date and must be exercised by Participant (or Participant’s legal representative or authorized assignee) no later

than twelve (12) months after the Termination Date (or such shorter or longer time period not exceeding the original

term of the Option as may be determined by the Committee, with any such exercise beyond (a) three (3) months

after the Termination Date when the Termination is for any reason other than the Participant’s death or Disability, or

(b) twelve (12) months after the Termination Date when the Termination is for Participant’s death or Disability,

deemed to be an NQSO), but in any event no later than the expiration date of the Options.

5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased

on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option

for the full number of Shares for whic h it is then exercisable.

5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to

which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any

other incentive stock option plan of the Company or any Affiliate, Parent or Subsidiary of the Company) will not exceed

$100,000. If the Fair Mar ket Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time

by a Participant during any calendar year exceeds $100,000, then the Options for the first $100,000 worth of Shares to

become exercisable in such calendar year will be ISOs and the Options for the amount in excess of $100,000 that become

exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder

are amended after the Effective Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted

to be subject to ISOs, such different limit will be automatically incor porated herein and will apply to any Options granted

after the effective date of such amendment. No more than 100,000,000 Shares will be issued pursuant to the exercise of

ISOs under this Plan.

5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options (but not

beyond the original term of such Option) and authorize the g rant of new Options in substitution therefor, provided that

(a) any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any

Option previously granted unless the Committee deter mines that such action is necessary or advisable to comply with

applicable laws or facilitate the offering and administration of the Plan in view of such laws; (b) any outstanding ISO that is

modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code; and

(c) notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section 22.2 below with respect

to any proposal to reprice outstanding Options.

5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be

interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify

this Plan under Section 422 of the Code.

5.11 Minimum Vesting. At the time of grant, no Option will be granted that vests (or, if applicable, is exercisable) until at

least twelve (12) months following the date of grant of the Option; provided, however, that up to five percent (5%) of the

Shares authorized for issuance under this Plan may be subject to Options and/or SARs that do not meet the foregoing

vesting (and, if applicable, exercisability) requirements.

6. Non-Employee Director Equity Awards.

6.1 Types of Awards. All Awards other than ISOs may be granted to non-employee directors under this Plan. Awards

granted pursuant to this Section 6 may be automatically made pursuant to a policy adopted by the Board (as such policy

may be amended from time to time by the Board) or made from time to time as determined in the discretion of the Board, or,

if the authority to grant Awards to non-employee directors has been delegated by the Board, the Committee. No non-

employee director may receive cash compensation and Awards under the Plan exceeding $900,000 in total combined value

(as described below) in the aggregate in any calendar year. The value of Awards for pur poses of complying with this

maximum shall be determined as follows: (a) for Options and SARs, grant date fair value will be calculated using the Black-

Scholes valuation methodology on the date of grant of such Option or SAR and (b) for all other Awards other than

Options and SARs, grant date fair value will be determined by either (i) calculating the product of the Fair Market Value

per Share on the date of grant and the aggregate number of Shares subject to the Award or (ii) calculating the product using

an average of the Fair Market Value over a number of trading days and the aggregate number of Shares subject to the

Award as determined by the Committee. Awards granted or cash payments made to an individual while he or she was serving

in the capacity as an employee or while he or she was a consultant but not a non-employee director will not count for

purposes of the limitations set forth in this Section 6.1.

6.2 Eligibility. Awards granted pursuant to this Section 6 shall be granted only to non-employee directors. Any non-

employee director, including without limitation any non-employee director who is appointed as a member to the Board, will

be eligible to receive an Award under this Section 6.

6.3 Vesting, Exercisability and Settlement. Except as set forth in Section 19, Awards granted pursuant to Section 6 shall

vest, become exercisable and be settled as determined by the Board and consistent with Section 5.11 and Section 9.4 or, if

the authority to make such determinations has been delegated by the Board, the Committee. With respect to Options and

SARs, the Exercise Price of such Award granted to non-employee directors shall not be less than the Fair Market Value of the

Shares at the time such Award is granted.

7. Restricted Stock Awards. A Restricted Stock Award is an offer by the Company to issue Shares that are subject to

restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may be issued

or purchase, the Purchase Price (if any), the restrictions to whic h the Shares will be subject, and all other terms and

conditions of the Restricted Stoc k Award, subject to the following:

7.1 Restricted Stock Agreement. All purchases under a Restricted Stoc k Award will be evidenced by an Award Agreement

(the “Restricted Stock Agreement”), which will be in such form and contain such provisions (which need not be the same

for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms

and conditions of this Plan. A Participant can accept a Restricted Stock Award by signing and delivering to the Company

the Restricted Stock Agreement, and full payment of the Purchase Price (if any) and all applicable withholding taxes, a t such

time and on such terms as required by the Committee. If the Participant does not accept the Restricted Stock Award at

such time and on such terms as required by the Committee, then the offer of the Restricted Stock Award will terminate,

unless the Committee determines otherwise.

7.2 Purchase Price. The Purchase Price (if any) for a Restricted Stock Award will be determined by the Committee, and

may be less than Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must

be made in accordance with Section 10 of this Plan and as permitted in the Restricted Stock Agreement, and in accordance

with any procedures established by the Company.

7.3 Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to all restrictions, if any, that the Committee

may impose. These restrictions may be based on completion of a specified period of service with the Company and/or

upon completion of performance goals as may be set forth in the Restricted Stock Agreement, which shall be in such form

and contain such provisions (which need not be the same for each Participant) as the Committee shall from time to time

approve, and which will comply with and be subject to the terms and conditions of this Plan. Prior to the g rant of a Restricted

Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the

Restricted Stock Award; (b) select performance criteria, including from among the Performance Factors, to be used to

measure perfor mance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant.

Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock

Awards that are subject to different Performance Periods and having different performance goals and other criteria.

7.4 Termination of Participant. Except as may be set forth in the Participant’s Award Agreement, Restricted Stock Awards

shall cease to vest immediately if a Participant is Terminated during the vesting period or Performance Period applicable

to the Award for any reason, unless the Committee determines otherwise, and any unvested Shares subject to such

Restricted Stock Awards shall be subject to the Company’s right to repurchase such Shares or otherwise to any forfeiture

condition applicable to the Award, as described in Section 14 of this Plan, if and as set forth in the applicable Restricted

Stock Agreement.

8. Restricted Stock Units. A Restricted Stock Unit (or RSU) is an award covering a number of Shares that may be settled

in cash, or by issuance of those Shares (which may consist of Restricted Stock). The Committee will determine to whom

an RSU grant will be made, the number of Shares subject to the RSU, the restrictions to which the Shares subject to the RSU

will be subject, and all other terms and conditions of the RSU, subject to the following:

8.1 Terms of RSUs. RSUs may vary from Participant to Participant and between groups of Participants, and may be

based upon the achievement of the Company, Affiliate, Parent or Subsidiary and/or individual performance goals or upon

such other criteria as the Committee may determine. All RSUs will be evidenced by an Award Agreement (the “RSU

Agreement”), which will be in such form and contain such provisions (which need not be the same for each Participant)

as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of

this Plan. A RSU may be awarded upon satisfaction of such performance goals as are set out in advance in the Award

Agreement (the “Performance RSU Agreement”) that will be in such form (which need not be the same for each Participant)

as the Committee may from time to time approve, and will comply with and be subject to the terms and conditions of this

Plan. If the RSU is being earned upon the satisfaction of performance goals pursuant to a Performance RSU Agreement,

then the Committee will: (a) determine the nature , length and starting date of any Performance Period for each RSU; (b) select

performance criteria, including from among the Performance Factors, to be used to measure performance goals, if any;

and (c) determine the number of Shares subject to the RSU. Prior to settlement of any RSU earned upon the satisfaction

of performance goals pursuant to a Performance RSU Agreement, the Committee shall determine the extent to which such

RSU has been earned. Performance Periods may over lap and Participants may participate simultaneously with respect

to RSUs that are subject to different Performance Periods and different performance goals and other criteria. The number

of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the

Committee. The Committee may adjust the performance goals applicable to the RSUs to take into account changes in

law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect

the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.

8.2 Settlement. The portion of a RSU being settled may be paid currently or on a deferred basis with such interest or

dividend equivalent, if any, as the Committee may determine. Payment may be made in the form of cash or whole Shares

or a combination thereof, either in a lump sum payment or in installments, all as the Committee will deter mine.

8.3 Termination of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such

Participant’s Termination Date (unless determined otherwise by the Committee).

9. Stock Appreciation Rights. A Stock Appreciation Right (or SAR) is an award that may be exercised for cash or Shares

(which may consist of Restricted Stock), having a va lue equal to the value determined by multiplying the difference

between the Fair Market Value on the date of settlement over the Exercise Price and the number of Shares with respect to

which the SAR is being settled. The Committee will determine to whom to grant a SAR, the number of Shares subject to

the SAR, the restrictions to which the SAR will be subject, and a ll other terms and conditions of the SAR, subject to the

following:

9.1 Terms of SARs. SARs may vary from Participant to Participant and between groups of Participants, and may be

based upon the achievement of the Company, Parent or Subsidiary and/or individual performance goals or upon such other

criteria as the Committee may determine. The Committee will determine all terms of each SAR including, without limitation:

the number of Shares deemed subject to each SAR, the time or times during which each SAR may be settled, the

consideration to be distributed on settlement, and the effect on each SAR of its holder’s Termination. All SARs will be

evidenced by an Award Agreement (the “SAR Agreement”), which will be in such form and contain such provisions (which

need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with

and be subject to the terms and conditions of this Plan. The Exercise Price of a SAR will be determined by the Committee

when the SAR is granted and may not be less than 100% of the Fair Market Value of the Shares on the date of grant. A

SAR may be awarded upon satisfaction of such performance goals as are set out in advance in the Participant’s individual

Award Agreement (the “Performance SAR Agreement”) that will be in such form (which need not be the same for each

Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and

conditions of this Plan. If the SAR is being earned upon the satisfaction of performance goals pursuant to a Performance

SAR Agreement, then the Committee will: (a) determine the nature, length and starting date of any Performance Period

for each SAR; (b) select performance criteria, including from among the Performance Factors, to be used to measure

performance goals, if any; and (c) determine the number of Shares deemed subject to the SAR. Prior to exercise of any

SAR earned upon the satisfaction of performance goals pursuant to a Performance SAR Agreement, the Committee shall

determine the extent to which such SAR has been earned. Performance Periods may over lap and Participants may

participate simultaneously with respect to SARs that are subject to different Performance Periods and different performance

goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals

and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the

SARs to take into account changes in law and accounting or tax rules and to make such adjustments as the Committee

deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid

windfalls or hardships. Notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section 22.2

below with respect to any proposal to reprice outstanding SARs. The term of a SAR shall be ten (10) years from the date

the SAR is awarded or such shorter term as may be provided in the Award Agreement.

9.2 Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an

amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over

the Exercise Price; times (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the

Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some

combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest

or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the

requirements of Section 409A of the Code to the extent applicable.

9.3 Termination of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such

Participant’s Termination Date (unless determined otherwise by the Committee).

9.4 Minimum Vesting. At the time of grant, no SAR will be granted that vests (or, if applicable, is exercisable) until at

least twelve (12) months following the date of grant of the SAR; provided, however, that up to five percent (5%) of the Shares

authorized for issuance under this Plan may be subject to SARs and/or Options that do not meet the foregoing vesting

(and, if applicable, exercisability) requirements.

10. Payment for Share Purchases. Payment for Shares purchased pursuant to this Plan may be made in cash, by check

or by wire transfer or, where expressly approved for the Participant by the Committee and where permitted by law:

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of

surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled;

upon exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed

the aggregate Exercise Price plus any Tax-Related Items; provided that the Company shall accept a cash or

other payment from the Participant to the extent of any remaining ba lance of the Exercise Price not satisfied by

such reduction in the number of whole Shares to be issued;

(d) by waiver of compensation due or accr ued to the Participant for services rendered;

(e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s

stock exists, through a “same day sale” commitment from the Participant and a broker-dealer that is a member of

the Financial Industry Regulatory Authority (a “FINRA Dea ler”) whereby the Participant irrevocably elects to

exercise the Option and to sell all or a portion of the Shares so purchased to pay for the Exercise Price and any

applicable Tax-Related Items, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to

forward the Exercise Price directly to the Company;

(f) by such other consideration and method of payment as permitted by the Committee and applicable law; or

(g) by any combination of the foregoing.

11. Withholding Taxes.

11.1 Withholding Gener ally. The Company, its Parent, Subsidiaries and Affiliates, as appropriate, shall have the authority

and the right to deduct or withhold, or require a Participant to remit to the Company, its Parent, Subsidiaries and Affiliates,

an amount sufficient to satisfy any Tax-Related Items with respect to any taxable event concerning a Participant arising as

a result of this Plan or to take such other action as may be necessary in the opinion of the Company or its Parent,

Subsidiaries or Affiliates, as appropriate, to satisfy withholding obligations for the payment of Tax-Related Items, including

but not limited to (i) withholding from the Participant’s wages or other cash compensation; (ii) withholding from the

proceeds for the sale of Shares underlying the Award either through a voluntary sale or a mandatory sale arranged by the

Company on the Participant’s behalf; (iii) through withholding in Shares as set forth in Section 11.2 below; (iv) where

payments in satisfaction of the Awards are to be made in cash, through withholding a ll or part of the cash payment in an

amount suf ficient to satisfy the Tax-Related Items; or (v) any other method of withholding deemed acceptable by the

Committee. No Shares (or their cash equivalent) shall be delivered hereunder to any Participant or other person until the

Participant or such other person has made arrangements acceptable to the Committee for the satisfaction of these tax

obligations with respect to any taxable event concerning the Participant or such other person arising as a result of Awards

made under this Plan.

11.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the grant,

exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the

amount required to be withheld, the Committee may allow the Participant to satisfy the minimum withholding tax obligation

by electing to have the Company withhold from the Shares to be issued that number of Shares having a Fair Market Value

equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to

be determined. All elections by a Participant to have Shares withheld for this purpose will be made in writing in a form and

during a period acceptable to the Committee.

12. Privileges of Stock Ownership; Voting and Dividends. Except to the extent that the Committee grants an RSU that

entitles the Participant to credit for dividends paid on Award Shares prior to the date such Shares are issued to the Participant

(as reflected in the RSU Agreement), no Participant will have any of the rights of a stockholder with respect to any

Shares until the Shares are issued to the Participant. For the avoidance of doubt, in the event the Committee grants an

RSU that entitles a Participant to credit for dividends on Award Shares prior to the date such Shares are issued, dividends

may be accrued but shall not be paid to a Participant until Shares are vested Shares. After Shares are issued to the

Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares,

including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided,

that if such Shares are restricted stoc k, then any new, additional or different securities the Participant may become

entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate

or capital structure of the Company will be subject to the same restrictions as the restricted stock; provided, further, that

the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are

repurchased at the Participant’s original Purchase Price or otherwise forfeited to the Company.

13. Transferability. Unless determined otherwise by the Committee or its delegate(s) or pursuant to this Section 13, an

Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by (i) a will

or (ii) by the laws of descent or distribution. If the Committee makes an Award transferable, including, without limitation,

by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death

of the trustor (settlor) or by gift or domestic relations order to a Permitted Transferee, such Award may contain such additional

terms and conditions as the Committee or its delegate(s) deems appropriate. All Awards will be exercisable: (A) during

the Participant’s lifetime only by (x) the Participant, or (y) the Participant’s guardian or legal representative; (B) after the

Participant’s death, by the legal representative of the Participant’s heir s or legatees; and (C) in the case of all awards except

ISOs, by a Permitted Transferee (for awards made transferable by the Committee) or such person’s guardian or legal

representative. “Permitted Transferee” means any child, stepchild, g randchild, parent, stepparent, grandparent, spouse,

former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-

law (including adoptive relationships) of the Participant, any person sharing the Participant’s household (other than a tenant

or employee), a trust in which these persons (or the Participant) have more than 50% of the beneficial interest, a foundation

in which these persons (or the Participant) control the management of assets, and any other entity in which these persons

(or the Participant) own more than 50% of the voting interests.

14. Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s)

in the Award Agreement a right to repurchase a portion of or all Shares that are not vested held by a Participant following

such Participant’s Termination at any time specified after the Participant’s Termination Date, for cash and/or cancellation of

purchase money indebtedness, at the Participant’s original Exercise Price or Purchase Price, as the case may be.

Alternatively, at the discretion of the Committee, Award Shares issued to the Participant for which the Participant did not

pay any Exercise or Purchase Price may be forfeited to the Company on such terms and conditions as may be specified in

the Award Agreement. All certificates for Shares or other securities delivered under this Plan will be subject to such stock

transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions

under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC

or any stock exchange or automa ted quotation system upon which the Shares may be listed or quoted.

15. Escrow; Pledge of Shares. To enforce any restrictions on a Participant’s Shares, the Committee may require the

Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer

approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company

to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends

referencing such restrictions to be placed on the certificates.

16. Exchange and Buyout of Awards. The Committee may, at any time or from time to time, authorize the Company, with

the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or

all outstanding Awards. This Section shall not be construed to defeat the requirements of Section 22.2.

17. Securities Law and Other Regulatory Compliance. An Award will not be effective unless such Award is in compliance

with all applicable federal, state, and foreign securities laws, rules and regulations of any governmental body, and the

requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted,

as they are in effect on the date of grant of the Award and a lso on the date of exercise or other issuance. Notwithstanding

any other provision in this Plan, the Company will have no obligation, and no liability for failure, to issue Shares or deliver

certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies, including

governmental agencies outside the United States, that the Company determines are necessary or advisable; and/or

(b) completion of any registration or other qualification of such Shares under any local, state, federal, or foreign law or

ruling of any governmental body that the Company determines to be necessary or advisable. Furthermore, the ina bility or

impracticability of the Company to obtain or maintain approval from any go vernmental agencies or to complete any registration

or other qualification of the Shares under any applicable law or ruling as set forth herein shall relieve the Company of

any liability with respect to the failure to issue or sell such Shares and shall constitute circumstances in which the Committee

may determine to amend or cancel Awards pertaining to such Shares, with or without consideration to the affected

Participants. Finally, the Company will be under no obligation to register the Shares with the SEC or to effect compliance

with the registration, qualification or listing requirements of any state, local or foreign securities laws, stock exchange or

automated quotation system, and the Company will have no liability for any inability or failure to do so.

18. Foreign Awards and Rights. Notwithstanding any provision of the Plan to the contrary, in order to comply with the

laws in countries in which the Company operates or has Eligible Individuals, the Committee, in its sole discretion, shall have

the power and authority to (i) modify the terms and conditions of any Award granted to Eligible Individuals to comply with

applicable laws of jurisdictions where Eligible Individuals reside; (ii) establish sub-plans and determine the Exercise or

Purchase Price, methods of exercise and other terms and procedures and rules, to the extent such actions may be

necessary or advisable, including adoption of rules, procedures or sub-plans applicable to its Parent, Subsidiaries, Affiliates

or Participants residing in particular locations; provided, however, that no such sub-plans and/or modifications shall

increase the share limitations contained in Section 2 hereof or otherwise require shareholder approval; and (iii) take any

action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local

governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Committee is

specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on eligibility to

receive an Award under the Plan or on Termination, available methods of exercise or settlement of an Award, payment of Tax-

Related Items, the shifting of employer tax liability to the Participant, the withholding procedures and handling of any

Share certificates or other indicia of ownership which may vary with local requirements. The Committee may also adopt sub-

plans to the Plan intended to allow the Company to grant tax-qualified Awards in a particular jurisdiction. Notwithstanding

the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the

Securities Act, Exchange Act, the Code, or any federal, state, local or foreign securities law.

19. Corporate Transactions.

19.1 Assumption or Replacement of Awards by Successor. In the event of (a) a dissolution or liquidation of the Company,

(b) the consummation of a merger or consolidation in which the Company is not the surviving corporation (other than a

merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other

transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings

and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption

will be binding on all Participants), (c) the consummation of a merger in which the Company is the surviving corporation

but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls

another corporation whic h merges) with the Company in such merger) cease to own their shares or other equity interests

in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the consummation of any other

transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of

the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or

substantially all of the outstanding shares of the Company from or by the stockholders of the Company), any or all

outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption,

conversion or replacement will be binding on all Participants, or the successor corporation may substitute equivalent awards

or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the

existing provisions of the Awards); provided that, unless otherwise determined by the Board, all Awards granted pursuant to

Section 6 shall accelerate and be fully vested upon such merger, consolidation or corporate transaction. In the event such

successor corporation (if any) fails to assume or substitute Awards pursuant to a transaction described in this Subsection 19.1,

all such Awards will expire on such transaction at such time and on such conditions as the Board shall determine.

Notwithstanding the foregoing, a transaction described in (a) through (e) above must also qualify as a change in the

ownership or effective control of a corporation or a change in the ownership of a substantial portion of a corporation’s

assets, as the case may be, within the meaning of Code Section 409A and the regulations thereunder.

19.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of

this Section 19, in the event of the occurrence of any transaction described in Section 19.1, any outstanding Awards will be

treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets

or other “corporate transaction.”

19.3 Assumption or Substitution of Awards by the Company. The Company, from time to time, also may substitute or

assume outstanding awards granted by another company, whether in connection with an acquisition of such other company

or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming

such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award

granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed

award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this

Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of

such award will remain unchanged (except that the exercise price and the number and nature of Shares issuable upon

exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company

elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly

adjusted Exercise Price.

20. No Obligation to Employ; Accelerated Expiration of Award for Harmful Act. Nothing in this Plan or any Award granted

under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue

any other relationship with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit in any way the right of

the Company or any Parent, Subsidiary or Af filiate of the Company to terminate Participant’s employment or other

relationship at any time, with or without cause. Notwithstanding anything to the contrary herein, if a Participant is Terminated

because of such Participant’s actual or alleged commitment of a criminal act or an intentional tort and the Company (or

an employee of the Company) is the victim or object of such criminal act or intentional tort or such criminal act or intentional

tort results, in the reasonable opinion of the Committee, in liability, loss, damage or injury to the Company, then, at the

Committee’s election, Participant’s Awards shall not be exercisable or settleable and shall terminate and expire upon the

Participant’s Termination Date. Termination by the Company based on a Participant’s a lleged commitment of a criminal act

or an intentional tort shall be based on a reasonable investigation of the facts and a determination by the Company that a

preponderance of the evidence discovered in such investigation indicates that such Participant is guilty of such criminal act

or intentional tort.

21. Compliance with Section 409A. Notwithstanding anything to the contrary contained herein, to the extent that the

Committee determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise

specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and

conditions necessary for such Award to avoid the consequences described in Code Section 409A(a)(1), and to the

maximum extent permitted under applicable law (and unless otherwise stated in the applicable Award Agreement), the

Plan and the Award Ag reements shall be interpreted in a manner that results in their conforming to the requirements of Code

Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other

interpretive guidance issued under Section 409A (whenever issued, the “Guidance”).

22. Certain Stockholder Approval Matters.

22.1 Plan Effectiveness; Increasing Plan Shares. This Plan became effective on October 22, 2013 (the “Ef fective Date”).

Any amendment to this Plan increasing the number of Shares available for issuance hereunder shall be approved by the

stockholders of the Company, consistent with applicable laws, within twelve (12) months before or after the effective date of

such amendment (“Amendment Effective Date”). Upon the Amendment Effective Date, the Board may grant Awards

covering such additional Shares pursuant to this Plan; provided, however, that: (a) no Option granted pursuant to such

increase in the number of Shares subject to this Plan approved by the Board may be exercised prior to the time such increase

has been approved by the stockholders of the Company; and (b) in the event that stockholder approval of any such

amendment increasing the number of Shares subject to this Plan is not obtained, all Awards covering such additional

Shares granted hereunder will be canceled, any Shares issued pursuant to any Award will be canceled, and any purchase

of Shares hereunder will be rescinded.

22.2 Repricing Matters. Except in connection with a corporate transaction involving the Company (including without

limitation any stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification,

reorganization, merger, consolidation, split-up, spin-off or exchange of shares), the terms of outstanding Awards may not

without stockholder approval be amended to reduce the Exercise Price of outstanding Options or SARs, or to cancel

outstanding Options or SARs in exchange either for (a) cash, or (b) new Options, SARS or other Awards with an exercise

price that is less than the Exercise Price of the original (cancelled) Options or SARs.

23. Amendment or Termination of Plan. The Board may at any time terminate or amend this Plan in any respect,

including without limitation amendment of Section 6 of this Plan; provided, however, that the Board will not, without the

approval of the stockholders of the Company, amend this Plan to increase the number of shares that may be issued under

this Plan, change the designation of employees or class of employees eligible for participation in this Plan, take any

action in conflict with Section 22.2 above, or otherwise materially modify a provision of the Plan if such modification requires

stockholder approval under the applicable rules and regulations of the Nasdaq Market.

24. Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board, the submission of this Plan to the

stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on

the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without

limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either

generally applicable or applicable only in specific cases.

25. Governing Law. The Plan shall be governed by the laws of the state of Delaware, without regard to its conflict of

laws.

26. No Guarantee of Tax Consequences. Although the Company may endeavor to qualify an Award for favorable tax

treatment under the laws of the United States or jurisdictions outside of the United States or to avoid adverse tax treatment,

the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid

unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including without limitation Section 5.10, and

the Company will have no liability to a Participant or any other party if an Award that is intended to benefit from favorable

tax treatment or avoid adverse tax treatment does not receive or maintain such favorable treatment or does not avoid such

unfavorable treatment or for any action taken by the Committee with respect to the Award. The Company shall be

unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the

Plan.

27. Insider Trading Policy. Each Participant who receives an Award shall comply with any policy adopted by the Company

from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.

28. All Awards Subject to Company Clawback or Recoupment Policy. All Awards held by an executive officer shall be

subject to clawback, recoupment or forfeiture (i) to the extent that such executive officer is determined to have engaged in

fraud or intentional illegal conduct materially contributing to a financial restatement, as determined by the Board in its sole

discretion, (ii) as provided under any clawback, recoupment or forfeiture policy adopted by the Board or (iii) required by

law. Such clawback, recoupment or forfeiture policy, in addition to any other remedies available under applicable law, may

require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

29. Definitions. As used in this Plan, the following terms will have the following meanings:

“Affiliate” means any corporation that directly, or indirectly through one or more intermediaries, controls or is controlled by,

or is under common control with, another corporation, where “control” (including the terms “controlled by” and “under common

100

control with”) means the possession, direct or indirect, of the power to cause the direction of the management and policies

of the corporation, whether through the ownership of voting securities, by contract or otherwise.

“Award” means any award under this Plan, including any Option, Stock Appreciation Right, Restricted Stock Unit, or

Restricted Stock Award.

“Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the

Participant setting forth the terms and conditions of the Award.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the committee appointed by the Board to administer this Plan, or if no such committee is appointed,

the Board.

“Company” means NortonLifeLock Inc., a corporation organized under the laws of the State of Delaware, or any successor

corporation.

“Disability” means a disability, whether temporary or permanent, partial or total, within the meaning of Section 22(e)(3) of

the Code, as determined by the Committee.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exercise Price” means the price at whic h a holder of an Option may purchase the Shares issuable upon exercise of the

Option, and in the case of a Stock Appreciation Right the value specified on the date of grant that is subtracted from the Fair

Market Value when such Stock Appreciation Right is settled.

“Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:

(a) if suc h Common Stock is then quoted on the Nasdaq Global Select Market, the Nasdaq Global Market or the

Nasdaq Capital Market (collectively, the “Nasdaq Market”), its closing price on the Nasdaq Market on the date of

determination as reported in The Wall Street Journal or such other source as the Board or the Committee deems

reliable;

(b) if suc h Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on

the date of determination on the principal national securities exchange on which the Common Stock is listed or

admitted to trading as reported in The Wall Street Journal or such other source as the Board or the Committee

deems reliable;

on a national securities exchange, the average of the c losing bid and asked prices on the date of determination

as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable; or

(d) if none of the foregoing is applicable, by the Board or the Committee in good faith.

“Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common

Stock are subject to Section 16 of the Exchange Act.

“Option” means an award of an option to purchase Shares pursuant to Section 5.

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company,

if at the time of the granting of an Award under this Plan, each of such corporations other than the Company owns stock

possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such

chain.

“Participant” means a person who receives an Award under this Plan.

“Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from

among the following objective measures, either individually, alternatively or in any combination, applied to the Company as

a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-

GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine

whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:

101

1. Profit Before Tax;

2. Billings;

3. Revenue;

4. Net revenue;

5. Earnings (which may inc lude earnings before interest and taxes, earnings before taxes, and net earnings);

6. Operating income;

7. Operating margin;

8. Operating profit;

9. Controllable operating profit, or net operating profit;

10. Net Profit;

11. Gross margin;

12. Operating expenses or operating expenses as a percentage of revenue;

13. Net income;

14. Earnings per share;

15. Total stockholder return;

16. Market share;

17. Return on assets or net assets;

18. The Company’s stock price;

19. Growth in stockholder value relative to a pre-determined index;

20. Return on equity;

21. Return on invested capital;

22. Cash Flow (including free cash flow or operating cash flows);

23. Cash conversion cycle;

24. Economic value added;

25. Individual confidential business objectives;

26. Contract awards or backlog;

27. Overhead or other expense reduction;

28. Credit rating;

29. Strategic plan development and implementation;

30. Succession plan development and implementation;

31. Improvement in workforce diversity;

32. Customer indicators;

33. New product invention or innovation;

34. Attainment of research and development milestones;

102

35. Improvements in productivity;

36. Bookings;

37. Attainment of objective operating goals and employee metrics; and

38. Any other metric that is capable of measurement as determined by the Committee.

The Committee may, in recognition of unusua l or non-recurring items such as acquisition-related activities or changes in

applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance

Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award

grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

“Performance Period” means the period of service determined by the Committee during whic h years of service or

performance is to be measured for an Award.

“Plan” means this NortonLifeLock Inc. 2013 Equity Incentive Plan, as amended from time to time.

“Purchase Price” means the price to be paid for Shares acquired under this Plan pursuant to an Award other than an

Option.

“Restricted Stock Award” means an award of Shares pursuant to Section 7.

“Restricted Stock Unit” or “RSU” means an award of Shares pursuant to Section 8.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to

Sections 2 and 19, and any successor security.

“Stock Appreciation Right”or“SAR” means an Award, granted pursuant to Section 9.

“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the

Company if, at the time of granting of the Award, each of the corporations other than the last corporation in the unbroken

chain owns stock possessing 50% or more of the tota l combined voting power of all classes of stock in one of the other

corporations in such chain.

“Tax-Related Items” means federal, state, or local taxes and any taxes imposed by jurisdictions outside of the United

States (including but not limited to income tax, social insurance contributions, fringe benefits tax, payment on account,

employment tax obligations, and stamp taxes) required by law to be withheld and any employer liability shifted to a

Participant.

“Termination”or“Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for

any reason ceased to provide services as an Eligible Individual to the Company or a Parent, Subsidiary or Affiliate of the

Company. A Participant will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) vacation leave

(iii) military leave, (iv) transfers of employment between the Company and its Parent, Subsidiaries or Affiliates; or (v) any

other leave of absence approved by the Committee, provided, that such leave is for a period of not more than three months,

unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise

pursuant to formal policy adopted from time to time by the Company. In the case of any Participant on an approved leave of

absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from

the employ of the Company or its Parent, Subsidiaries or Affiliates as it may deem appropriate, except that in no event may

an Award be exercised after the expiration of the term, if any, set forth in the a pplicable Award Agreement. The Committee

will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on

which the Participant ceased to provide services (the “Termination Date”).

103

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended April 1, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number 000-17781

NortonLifeLock Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

77-0181864

(I.R.S. Employer

Identification No.)

60 E. Rio Salado Parkway,

Suite 1000, Tempe, Arizona

(Address of principal executive offices)

85281

(Zip code)

Registrant’s telephone number, including area code:

(650) 527-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01 per share NLOK The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for suc h shorter period that the registrant was required to file such reports), and (2) has been subject to suc h

filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by chec k mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405

of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,

or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its

internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that

prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

Aggregate mar ket value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of NortonLifeLock common

stock on October 1, 2021 as reported on the Nasdaq Global Select Market: $9,832,405,362.Solely for purposes of this disclosure, shares of common

stock held by each executive officer, director, and holder of 5% or more of the outstanding common stock have been excluded as of such date because

such persons may be deemed to be affiliates. This determination of possible affiliate status is not a conclusive determination for any other purposes.

The number of shares of NortonLifeLock common stock, $0.01 par value per share, outstanding as of May 19, 2022 was 580,064,068 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2022 annual meeting of stockholders are incorporated herein by reference into Part III

of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days

of the registrant’s fiscal year ended April 1, 2022.

NORTONLIFELOCK INC.

FORM 10-K

For the Fiscal Year Ended April 1, 2022

TABLE OF CONTENTS

Page

PART I

Item 1. Business ..................................................... 2

Item 1A. Risk Factors ................................................... 12

Item 1B. Unresolved Staff Comments ....................................... 28

Item 2. Properties .................................................... 28

Item 3. Legal Proceedings .............................................. 28

Item 4. Mine Safety Disclosures .......................................... 28

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities ..................................... 29

Item 6. Reserved ..................................................... 29

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations .................................................... 29

Item 7A. Quantitative and Qualitative Disclosures about Market Risk ................. 42

Item 8. Financial Statements and Supplementary Data ......................... 43

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial

Disclosure .................................................... 43

Item 9A. Controls and Procedures .......................................... 43

Item 9B. Other Infor mation ............................................... 44

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .......... 44

PART III

Item 10. Directors, Executive Officers and Corporate Governance .................. 45

Item 11. Executive Compensation .......................................... 45

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters ............................................. 45

Item 13. Certain Relationships and Related Transactions, and Director Independence .... 45

Item 14. Principal Accounting Fees and Services ............................... 45

PART IV

Item 15. Exhibits, Financial Statement Schedules .............................. 46

Item 16. Form 10-K Summary ............................................. 104

Signatures ............................................................ 105

“NortonLifeLock,” “we,” “us,” “our,” and “the Company” refer to NortonLifeLock Inc. and all of its

subsidiaries. NortonLifeLock, the NortonLifeLock Logo, the Checkmark Logo, Norton, LifeLock, and

the LockMan Logo are trademarks or registered trademarks of NortonLifeLock Inc. or its affiliates in the

United States (U.S.) and other countries. Other names may be trademarks of their respective owners.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

The discussion below contains forward-looking statements, which are subject to safe harbors under

the Securities Act of 1933, as amended (the Securities Act) and the Exchange Act of 1934, as amended

(the Exchange Act). Forward-looking statements include references to our ability to utilize our deferred

tax assets, as well as statements including words such as “expects,” “plans,” “anticipates,” “believes,”

“estimates,” “predicts,” “goal,” “intent,” “momentum,” “projects,” and similar expressions. In addition,

projections of our future financial performance; anticipated growth and trends in our businesses and in

our industries; the anticipa ted impacts of acquisitions, restructurings, stock repurchases, and

investment activities; the outcome or impact of pending litigation, claims or disputes; our intent to pay

quarterly cash dividends in the future; plans for and anticipated benefits of our solutions; matters arising

out of the ongoing U.S. Securities and Exchange Commission (the SEC) investigation; the impact of

the COVID-19 pandemic on our operations and financial performance; and other characterizations of

future events or circumstances are forward-looking statements. These sta tements are only predictions,

based on our current expectations about future events and may not prove to be accurate. We do not

undertake any obligation to update these forward-looking statements to reflect events occurring or

circumstances arising after the date of this report. These forward-looking statements involve risks and

uncertainties, and our actual results, performance, or achievements could differ materially from those

expressed or implied by the forward-looking statements on the basis of several factor s.

These and other risks are described under Item 1A. Risk Factors. We encourage you to read that

section carefully.

PART I

ITEM 1. Business

Vision & Mission

Our vision is to protect and empower people to live their digital lives safely.

Our mission is to build a comprehensive and easy-to-use integrated portfolio that prevents, detects

and responds to cyber threats and cybercrimes in today’s digital world.

Our Values

Protecting people is what inspires us, and our people are at the core of what we do. We seek to

attract talent tha t embraces the following values:

• Advocate: Think Consumer First — ensure the customer’s voice is heard and consider how

our actions benefit our customers’ digital lives.

• Be Empowered: Own It — take the initiative to lead and speak up when we see an opportunity

to delight our customers or improve the business, regardless of job title.

• Communicate: Be Open and Authentic — being true to ourselves and our mission; we build

cross-functional and inclusive connections to stay aligned and move faster, and we operate with

integrity.

• Execute: Smart and Scrappy — be a leader, quick to adapt, willing to take risks and put

yourself out there; be agile in adapting to meet new challenges and continue a constant learning

journey.

• Win Together: Innovate and Grow — welcome diverse perspectives and seek and act on

feedback; champion the unique value of every individual; diversity fuels innovation.

Company Overview

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, we are a trusted brand for customers, and we are number

one top of mind company in consumer Cyber Safety, according to the 2021 NortonLifeLock brand

tracking study.

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 cybercriminals look to take advantage of

these accelerating trends. This is why we view ourselves as a trusted ally for our customers in a complex

digital world and are committed to advancing our vision of protecting and empowering each element

of their digital lives.

We are uniquely positioned for driving the awareness of Cyber Safety for individuals, fueled by an

increasingly connected world. 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 portfolio of websites

and indirectly through partner relationships with retailers, telecom service providers, hardware original

equipment manufacturers (OEMs), strategic partners and employee benefit providers. Most of our

subscriptions are sold on annual terms, but we also offer monthly subscriptions. As of April 1, 2022, we

have nearly 80 million total users, which come from direct, indirect and freemium channels. Of the total

users, we have over 23 million direct customers with whom we have a direct billing relationship.

• Direct-to-consumer channel: We use advertising and direct response marketing to elevate

our brand, attract new customers and generate significant demand for our services. We have a

direct billing relationship with these customers.

• Indirect partner distribution channels: We use strategic and affiliate partner distribution

channels to refer prospective customers to us and expand our reach to our partners’ and affiliates’

customer bases. We developed and implemented a global partner sales organization that

targets new, as well as existing, partners to enhance our partner distribution channels. These

channels include retailers, telecom service providers, hardware OEMs , employee benefit providers,

mobile app stores and strategic partners. Physical retail and OEM partners represent a small

portion of our distribution, which minimizes the impact of supply chain disruptions.

• Freemium channel: With the acquisition of Avira, we have expanded our go-to-market with a

freemium channel. We use free versions of our products to reach the broadest set of customers

globally and bring Cyber Safety to a larger audience, especially in international markets. The

free solution offers a baseline of protection and presents premium functionalities based on the

risk profile and device-type of the user. The user can become a member of our paid customer base

if they choose to add specific premium solutions or upgrade to Avira Prime, a suite of security

and privacy solutions across multiple platforms and devices.

Seasonality

As is typical for many consumer technology companies, portions of our business are impacted by

seasonality. However, we believe the net impact on our business is limited. Seasonal behavior in orders

primarily reflects consumer spending patterns where our fiscal third and fourth quarters are higher

due to the holidays in our third quarter, as well as follow-on holiday purchases and the U.S. tax filing

season which typically is in our fourth quarter. Revenue generally reflects similar seasonal patterns but

to a lesser extent than orders because of our subscription business model, as a large portion of our in-

period revenues are recognized ratably from our deferred revenue balance.

Our Strategy

Our strategy is focused on profitable growth, allowing consumers to experience Cyber Safety. To

fuel our growth, our consumer-centric strategy is to provide a comprehensive and easy-to-use integ rated

platform, which we have built in-house. By combining and leveraging our entire brand portfolio,

including offerings from Norton, LifeLock, Avira and others, we are able to deliver an industry-leading

set of Cyber Safety solutions.

The key elements of our strategy include the following:

• Extend our leadership position through continued enhancement of our solutions and

services: The Cyber Safety industry is large and expanding, which we believe provides a

significant growth opportunity. Our strategy is to grow our business by investing in researc h and

development and pursuing acquisitions, where appropriate, to expand the solutions and services

we offer into new cohorts, territories and sectors. We believe there are many additional areas

where we can both offer new solutions, as well as use our core capabilities and our integrated

platform to reach new customers and markets globally.

• Grow our customer base through multiple channels: We have multiple go-to-market

channels to reach new customers globally, including direct-to-customer, indirect partnerships

and freemium. We intend to leverage our expertise in digital marketing, as well as existing and

new strategic partnerships, to g row our customer base. We believe that continued investments in

these areas, as well as our product offerings and infrastructure, will allow us to further enhance

our leading brands and superior products, increase awareness of our consumer services and

enhance our ability to efficiently acquire new customers.

• Continue our focus on customer retention: We plan to invest in increasing customer

retention by optimizing and expanding the value we provide to customers. We aim to continue to

increase customer engagements through actionable alerts, education on timely topics and

introducing new product capabilities. We plan to also continue investing in enhancing both desktop

and mobile customer experiences throughout a customer’s journey with NortonLifeLock, from

purchase, to onboarding and beyond. We aim to build long-term relationships with our customers

and to provide our customers with the peace of mind and confidence they need to protect their

digital lives.

• Increase value to existing customers: We believe strong customer satisfaction will provide

us with the opportunity to engage customers in new services offerings. We maintain the Norton

360 platform, with multiple tiers of membership, and we are actively engaging with customers of

standalone products to offer a Norton 360 member ship. We also believe a substantial

opportunity exists to increase the penetration of our premium-level consumer solutions. Over

time, we plan to drive further growth as we add additiona l offerings and services for our customers.

• Draw strength from our world-class customer service support: We have the largest

consumer Cyber Safety customer support organization in the world. Our global support team

seeks to ensure the voice of the consumer is heard and that we put our customers first. We

leverage frequent communication and feedback from our customers to continually improve our

solutions and services. We embrace end-to-end customer experience and aim to continue to

improve our Net Promoter Scores and overall customer satisfaction.

• Leverage our global brands to drive growth: We will work to keep building our trusted

brands in markets globally as we strive to bring protection and empowerment to all consumers

when it comes to their digital lives. According to our most recent research, Norton has 87% global

brand awareness and 82% for device security. We are best positioned and number one top of

mind in consumer Cyber Safety, according to the 2021 NortonLifeLock Brand Impact study.

Our Cyber Safety Solutions and Services

Our vast portfolio of products and services are developed from consumer insights to help us bring

to market real solutions to real problems and to raise the overall awareness of consumer Cyber Safety

across all audiences. We continuously target to release new products and features at an accelerated

pace and find synergies to integrate current and future technology acquisitions.

Our full portfolio provides protection across three Cyber Safety categories in multiple channels and

geographies, including security, identity protection, and online privacy. We have built a technology

platform that brings together software and service capabilities into a comprehensive and easy-to-use

integrated platform — it is called Norton 360. The Norton 360 integrated platform provides extensive

Cyber Safety coverage to our members, delivering Cyber Safety subscription solutions with industry

leading features, coupled with an integrated user experience. Through our platform, we aim for

simplicity and peace of mind for the consumers. We also complement this Cyber Safety platform by

offering adjacent trust-based solutions, which enables people to live their digital lives without

compromising their security, identity or privacy.

We protect and empower consumers by providing solutions and services in two main ways:

• Comprehensive membership plans: Providing a complete Cyber Safety portfolio of solutions

for a membership fee. Plans are offered through Norton 360 subscriptions, which include

multiple levels of membership tiers that incorporate solutions from each of our key Cyber Safety

categories: Security, Identity Protection and Online Privacy. We also offer solutions that target

specific needs of consumers such as Norton Family and Norton 360 for Gamers. Norton Family

brings the protection and security of our products to every member of the family across multiple

devices and platforms. Norton 360 for Gamers is designed by gamers to help protect gamers; we

aim to provide the protection and features gamers need the most, while minimizing interruptions

to gaming.

• Point solutions: Providing individual, stand-alone products and services in security, identity

and privacy, which offers flexibility for consumers to choose between free or paid solutions.

We are positioned across three key Cyber Safety categories:

• Security (Norton and Avira offerings): Our Norton 360 and Avira offerings provide real-time

protection for PCs, Macs and mobile devices against malware, viruses, adware, ransomware and

other online threats. These offerings monitor and block unauthorized traffic from the inter net to

the device to help protect private and sensitive information when customers are online. For mobile

devices, Norton 360 for Mobile alerts customers of risky apps, safeguards against fraudulent

and malicious websites, identifies Wi-Fi networks that are under attack, enables stolen device

recovery and blocks unwanted spam and potential fraud calls. Norton 360 includes 24x7 support

by trained support agents. We provide on-call support and offer a money-back guarantee if we

cannot remove viruses from infected devices through our Virus Protection Promise. We also have

Norton Utilities Ultimate, a performance offering that optimizes Windows PC capabilities for

faster, smoother and more secure internet browsing, gaming or content streaming. This offering

helps boost PC performance while also recovering lost files and protecting sensitive information.

• Identity Protection (Norton and LifeLock Identity Theft Protection, Dark Web Monitoring,

Home Title Protect, Social Media Monitoring): Our Norton and LifeLock identity theft

protection solution includes monitoring, alerts and restoration services to help safeguard our

customers’ personal information. We monitor events that may present a risk of identity theft, such

as new account openings and applications. If we detect that a customer’s personally identifiable

information is being used, we deliver notifications and alerts to our customers about potentia lly

suspicious activity. In the event of identity theft, we assign an Identity Restoration Specialist to

work directly with customers to help restore their identities. Customer s are further protected

by our Million Dollar Protection Package, which provides reimbursement for stolen funds and

coverage for personal expenses. Our Dark Web Monitoring product looks for persona l infor mation

of our Norton 360 member s on the Dark Web. We currently offer this product in many countries

internationally and continue to add new countries each year. Our Home Title Protect product

detects fraud and notifies members if we find changes made to their Home Title. Our Social

Media Monitoring features help keep customers’ social media accounts safer by monitoring them

for account takeovers, risky activity and inappropriate content. Social Media Monitoring keeps a

pulse on customers’ social media accounts, notifying them of suspected account compromise or

potentially risky links in their account feed.

• Online Privacy (VPN, Privacy Monitor Assistant, AntiTrack, Online Reputation

Management): As people are exchanging more sensitive information through digital channels,

such as personal healthcare information to enable tele-health or financial information for

personal accounting, having a VPN has become even more crucial. Our VPN solution enhances

security and online privacy by providing an encrypted data tunnel. This allows customers to

securely transmit and access private information, such as passwords, bank details and credit

card numbers, when using public Wi-Fi on PCs, Macs and mobile iOS and Android devices. Our

VPN service allows customers to browse the Web anonymously to protect their online privacy

and prevent tracking by online advertisers and other companies. Customers can also change their

virtual location when they are traveling internationally to allow them to connect to their favorite

apps, websites and online streaming services as if they are in their home country. Our Privacy

Monitor Assistant is an on-demand, white glove service where our agents help our members

delete personal information from Data brokers online. Our AntiTrack product helps keep personal

information and browsing activity private by blocking trackers and disguising digital fingerprints

online. This allows customers to browse anonymously and go beyond clearing cookies to

obscure digital fingerprints. Our Online Reputation Management solutions help extend and

strengthen NortonLifeLock’s privacy capabilities and functionalities, such as the ability to manage

online search results, personal branding and digital privacy. These solutions can help our

customers control their search results by promoting positive searc h results or suppressing

incorrect search results, or help our customers protect their family’s privacy by hiding or removing

sensitive personal information.

Innovation and Research & Development

NortonLifeLock has a long history of innovation, and we plan to continue to invest in research and

development to drive our long-term success.

As cyber threats evolve, we are focused on delivering a portfolio that protects each element of our

customers’ digital lives. To do this, we engage and listen to our customers, and we embrace innovation

by deploying 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 committed to our innovation and research & development efforts. Norton Labs, a global

team of experts, is leading the company’s future technology and helping guide the consumer

cybersecurity industry. Within Norton Labs, our global technology research organization is focused on

applied research projects, with the goal of rapidly creating new products to address consumer trends and

grow the business, including defending consumer digital privacy and identity. We also have a global

threat response and security technology organization that is comprised of leading threa t and security

researchers, supported by advanced systems to innovate security technology and threat intelligence.

Industry Overview & Market Opportunity

Cyber Safety is a growing market, fueled by the increase in activities online over the years as well

as the years ahead. The core markets that we participate in are security, identity and privacy. We believe

the Cyber Safety market will continue to expand beyond these core markets and grow significantly,

driven by the growing number of people connected to the Internet who have a digital life.

The cyber threat landscape is larger and more complicated than ever before, exposing consumers

to an increased risk to their digital lives. The digitization of the world and the overlap between the physical

and digital world is growing at a fast pace. New technologies, smart devices, digital identities and an

increasingly more connected world means consumers will encounter a range of new Cyber Safety

challenges. Consumer demands and behaviors are rapidly changing and driving more activities online,

from shopping, socializing, working, banking, to other activities in healthcare, entertainment and so

much more. Almost every aspect of a person’s life has a digital component. Unfortunately, many of those

activities are left unprotected, and attackers are exploiting this larger opportunity and the inherent

security and privacy vulnerabilities. Cybercriminals have not only expanded their reac h, but the

sophistication of digital threats and attacks are becoming increasingly more consumer-related.

Cybercrime, and the ways in which cybercriminals target consumers, continue to evolve along with

behaviors and technology. Cybercrime encompasses any crime committed with devices over the internet

and includes crimes where (i) malicious software or unauthorized access is detected on a device,

network or online account (such as email, social media, online banking, crypto currency, online retail,

gaming, online entertainment, etc.), and unauthorized access or connection to cloud service accounts;

(ii) an individual is digitally victimized through a data breach, cyber theft, cyber extortion, or fraud

(stolen personally identifiable information, identity theft, etc.); (iii) online stalking, bullying, or harassment

is inflicted; or (iv) attacks related to privacy or disinformation (such as online tracking protection,

identity impersonation, disinformation on social media, DeepFakes, non-trustworthy WiFi network,

EvilTwin attacks, etc.).

As cybercrime becomes an intensifying threat to our world, consumers are increasingly concerned.

Our annual Norton Cyber Safety Insights Report examines the impact of cybercrime and consumers’

online behaviors and concerns related to their online security, privacy and identity. According to

the 2022 report, which is based on research conducted online by The Harris Poll on behalf of us,

more than 415 million people across 10 countries were victims of cybercrime and more than 81 million

people were victims of identity theft over the past year. Cybercrime victims collectively spent nearly

4.4 billion hour s trying to resolve their issues and half of these victims were impacted financially.

For more insights or information related to our Norton Cyber Safety Insights Report, please visit

https://www.nortonlifelock.com/us/en/norton-cyber-safety-center.

Competitive Landscape

We operate in a highly competitive and dynamic environment. We face global competition from a

broad range of companies, including software vendors focusing on Cyber Safety solutions, operating

system providers such as Apple , Google and Microsoft, and ‘pure play’ companies that currently specialize

in one or a few particular segments of the market and many of which are expanding their product

portfolios into different segments. We believe the competitive factors in our market include innovation,

access to a breadth of identity and consumer transaction data, broad and effective service offerings,

brand recognition, technology, effective and cost-efficient customer acquisition, having a strong

retention rate, customer satisfaction, price, convenience of purchase, ease of use, frequency of

upgrades and updates and quality and reliable customer service. Our competitors may vary by offering,

geography, business model and channel.

Our principal competitors are set forth below:

• Security: Our principal competitors in this segment include Apple, Avast, Bitdefender, Google,

Kaspersky, McAfee, Microsoft and Trend Micro.

• Identity Protection: Our principal competitors in this segment include credit bureaus such as

Equifax, Experian and TransUnion, as well as certain credit monitoring and identity theft protection

solutions from others such as Allstate, Aura and Credit Karma.

• Online Privacy: Our principal competitors in this segment include Aura (which recently

acquired Pango), Avast, Kape (which recently purchased ExpressVPN), NordVPN (now

NordSecurity), Life360 and Bark.

• Other Competitors: In addition to competition from independent software vendors such as

Avast, Bitdefender, Kaspersky, McAfee and Trend Micro, and from OS providers such as Apple,

Google and Microsoft, we also face competition from other companies that currently focus on one

or a few Cyber Safety or adjacent segments but are developing additional competing products

and expanding their portfolios into new segments, such as ‘pure play’ companies, ISPs, big tech

platform providers, insurance companies and financial service organizations.

We believe we compete favorably with our competitors on the strength of our technology, people,

product offerings and presence in all of the current key Cyber Safety categories. However, some of our

competitors have greater financial, technical, marketing, distribution or other resources than we do,

including in new Cyber Safety and digital life segments we may enter, which consequently affords them

competitive advantages. As a result, they may be able to devote greater resources to develop, promote

and sell their offerings; deliver competitive offerings at lower prices or for free; and introduce new

solutions and respond to market developments and customer requirements and preferences more

quickly or cost effectively than we can. In addition, for individual solutions or features, smaller, well-

funded competitors may be able to innovate and adapt more nimbly to the dynamic nature of the market

and shift consumer needs.

For more information on the risks associated with our competitors, please see “Risk Factors” — Risks

Related to Our Business Strategy and Industry — “We operate in a highly competitive and dynamic

environment, and if we are unable to compete effectively, we could experience a loss in market share and

a reduction in revenue” and “We may need to change our pricing models to compete successfully,” in

Item 1A included in this Annual Report on Form 10-K.

Environmental, Social and Governance (ESG)

Building a brand centered on trust is critically important, and our focus on corporate responsibility

helps us earn trust from our users, employees, investors and shareholders. As such, environmental,

social and governance topics are core to our business strategy:

• Environment: Protecting our planet is fundamental to ensuring a safe and sustainable future.

We work to reduce greenhouse gas emissions from our operations through operational efficiencies,

reduce the environmental footprint of our products across their lifecycle through innovative

approaches to product development and packaging, promote high standards for environmental

stewardship in our supply chain and engage with employees and environmental partners to amplify

our work. We believe we can contribute to a future where the natural world is thriving and call

these efforts Environmental Stewardship.

• Social: We are proud to support the communities where our team members live and work. Our

community impact programs include employee volunteering and giving, product donations,

signature programs that leverage our unique expertise in increasing digital safety literacy, and

corporate philanthropic giving focused on digital safety education; diversity, equity, and inclusion;

environmental action; and disaster response. We also support diversity, equity, and inclusion

and employee engagement, discussed in more detail in the Human Capital Management

subsection.

• Governance: Governance covers many core operating principles overseen by the Nominating

and Governance Committee of our Board of Directors. This committee has oversight of

Corporate Responsibility issues and receives quarterly updates on topics such as diversity,

ethics, environmental stewardship and community investment. Our global culture of responsibility,

and the positive contributions we make to the customers, employees, communities, and other

stakeholders that we serve drives value for our business.

Setting strategic, achievable, and business-aligned corporate responsibility objectives helps to

guide our work and improves our company performance. We align our objectives with the company’s

financial goals and focus on the unique positive social and environmental impacts that our business

model can have on the world.

Our objectives include:

• Data Privacy and Protection: We safeguard our customer, partner and employee da ta and

offer products, including Norton Privacy Monitor Assistant that help consumers protect their

personal data wherever it is found.

• Cyber Safety: We leverage our leading expertise and technology in Cyber Safety to protect

communities. Malicious phone and computer applications, known as stalkerware, are used to

harass, control and harm people. We are a founding member of the Coalition Against Stalkerware

and donate products to victims to help keep their personal data protected. We also provide

Cyber Safety training to help empower victims and survivors to reduce their vulnerability.

Additional examples of our efforts include our partnership with the World Association of Girl

Guides and Girl Scouts on the Surf Smart program to empower girls to keep themselves and

others safe online and The Smart Talk, a free tool co-created in partnership with National PTA.

• Diversity, Equity & Inclusion in Technology: We are focused on bringing more women and

under-represented groups into cybersecurity and tech. We do this by investing in high-impact,

nonprofit organizations. We have made a three-year commitment to the Reboot Representation

tech coalition, which is dedicated to doubling the number of Black, Latina and Native American

women graduating with computing degrees by 2025. We also support Women4Cyber in

Europe and the NASSCOM Foundation’s Cyber Security Skills Development Initiative for Women

in India. In fiscal 2022, approximately 62% of NortonLifeLock Foundation grants across all

objectives had a focus on Diversity, Equity and Inclusion.

• Employee Volunteering & Giving: We have created a variety of opportunities for employee

volunteering and giving and work to increase employee participation rates. In fiscal 2021, we

launched a virtual volunteer program with team building opportunities and joint events with our

Diversity and Inclusion Communities. We offer employees paid time off to volunteer, have an

employee matching gift prog ram and provide dollars-for-doers grants to encourage volunteer

service. Our employee participation rate in our volunteering and giving program was 41% in fiscal

2022.

• Environmental Stewardship: We finalized and launched our new environmental strategy,

which focuses on climate and energy, sustainable products, our supply chain, engagement with

employees and nonprofit partners and being transparent about our progress and commitments.

Our annual ESG and Corporate Responsibility Report can be found via the NortonLifeLock website

at https://www.nortonlifelock.com/about/corporate-responsibility.

Human Capital Management

Our human capital management strategy reflects our unique values and growth mindset. Working

in close partnership with our Board of Directors on our talent management strategy, we work hard to

lead, develop and grow our diverse team. 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.

At NortonLifeLock, our mission is to build a comprehensive and easy-to-use integrated portfolio

that prevents, detects and responds to cyber threats and cybercrimes in today’s digital world. Our

success in helping achieve this mission depends, in large part, on the success of our employees.

• General Employee Demographics: As of April 1, 2022, we employed nearly 2,700 employees

in 24 countries worldwide, with approximately 1,200 located in the U.S. None of our U.S.

employees are represented by a labor union or covered by a collective bargaining ag reement.

We are focused on attracting, developing, rewarding and retaining a diverse and truly global team.

The Compensation and Leadership Development Committee of our Board of Directors over sees

senior management compensation and development, and our Board is invested in our talent

management strategies, including DEI, culture and engagement.

• Diversity, Equity and Inclusion (DEI): Our mission is to increase our global representation of

underrepresented groups a t 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, attract, retain and

develop the best talent.

Clear and actionable multi-year representation goals are set at the leadership level, and tracking

the data regularly to assess our progress and drive accountability go hand in hand. We ask

applicants, new hires and employees to self-identify not only their demographics, but also

important characteristics to help us better measure the diversity of our applicant pool and of our

team to derive insights and actionable people strategies. In fiscal 2022, we publicly disclosed

our most recent US Equal Employment Opportunity Commission EEO-1 Component 1 Data

Collection Report on our investor relations website located at

https://investor.nortonlifelock.com/governance/governance-documents/.

Inclusion is something we strive for and invest in every day. Raising awareness and appreciation

of various diversity topics via our learning curriculum, global all employee conversations,

published Blogs and active employee engagement. We measure belonging as a key metric in

our quarterly NGage employee surveys. We are proud to support our several employee resource

groups communities for people to come together as allies, to learn, support, mentor, and

celebrate with one another and to provide an environment where everyone feels seen, heard,

respected and valued.

Diversity is a key pillar of our talent management strategy. As of April 1, 2022, women represented

33% of our workforce and held positions in 33% of our leadership. In addition, as of April 1,

2022, women represented 44% of our Board of Directors and half of our independent board

membership. We partner with Work180, a women-focused recruitment site that only lists career

opportunities from employers that support diversity, inclusion and flexibility. We post positions on

several diverse recruiting sites, including Black Tech Jobs, Jobs for Her and Women Who

Code.

As part of our ongoing focus on employee development, we extended our participation in

McKinsey & Company’s Connected Leaders Academy for our Asian, Black and Hispanic-Latino

leaders. Additionally, we had women globally attend the Women in Tech conference and several

employees attended the Out & Equal Global Workplace Summit.

• Employee Development, Engagement and Training: We increased our investment in

learning and development in fiscal 2022, launching Nvest Learning programs for all employees

leveraging an extensive breadth of content and learning opportunities. This umbrella of offerings

includes Nvest Mentorship, Nvest eLearning and Nvest NLOK University.

Our homegrown Nvest Mentorship program and platform continued to grow and now boasts

over 200 active mentors and mentees. Nvest eLearning, a collection of digital, on-demand

modules categorized around leadership, health and wellness, business skills, and technical skills,

launched in the second quarter of fiscal 2022 with a steady increase in participation during the

year with over 600 individual learners. We also provide group learning designed around TED Talks

on topics including leadership, change management and further diversity, equity and inclusion

efforts.

Nvest NLOK University (Nvest NU) launched in the third quarter of fiscal 2022 and is a leadership

program that offers best-in-class content from Harvard ManageMentor that inspires, engages

and invests in current and emerging leaders by leveraging 42 course options and group learning

opportunities. Hundreds of recognition badges and certificates have been awarded to recognize

various levels of achievement.

Feedback from our employees is critical, and we have developed an ongoing dialogue with our

teams via our quarterly Ngage pulse survey on a targeted topic that drives actions and

improvements.

• Human Capita l Governance: We partner closely with our Board of Director s 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.

Intellectual Property

We are a leader amongst Cyber Safety solutions for consumers in pursuing patents and currently

have a portfolio of over 1,000 U.S. and international patents issued with many pending. We protect our

intellectual property rights and investments in a variety of ways to safeguard our technologies and

our long-term success. We work actively in the U.S. and internationally to ensure the enforcement of

The term of the patents we hold is, on average, twelve years. From time to time, we enter into cross-

license agreements with other technology companies covering broad groups of patents; we have an

additional portfolio of over 2,100 U.S. and international patents cross-licensed to us as part of our

arrangement with Broadcom as a result of the asset sale of our former Enterprise Security business.

Circumstances outside our control could pose a threat to our intellectual property rights. Effective

intellectual property protection may not be available, and the efforts we have taken to protect our

proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property

rights could harm our business or our ability to compete. In addition, protecting our intellectual property

rights is costly and time consuming. Any unauthorized disclosure or use of our intellectual property

could make it more expensive to do business and harm our operating results.

In addition, companies in the technology industry may own a large number of patents, copyrights

and trademarks and may frequently request license ag reements, threaten litigation, or file suit against

us based on allegations of infringement or other violations of intellectual property rights.

For more information on the risks associated with our intellectual property, please see “Risk

Factors” in Item 1A included in this Annual Report on Form 10-K.

Information Security and Risk Oversight

We maintain a comprehensive technology and cybersecurity program to ensure our systems are

effective and prepared for information security risks, including regular oversight of our programs for

security monitoring for internal and external threats to ensure the confidentiality and integrity of our

information assets. We regularly perform evaluations of our security program and continue to invest in

our capabilities to keep customers, employees and critical assets safe. Our Head of Cyber Security is

ultimately responsible for our cybersecurity program, which includes the implementation of controls

aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks

and protect these information assets. We have implemented security monitoring capabilities designed

to alert us to suspicious activity and developed an incident response program that includes periodic

testing and is designed to restore business operations as quickly and as orderly as possible in the

event of a breach. In addition, employees participate in an ongoing program of mandatory annual

training and receive communications regarding the cybersecurity environment to increase awareness

throughout the company. We also implemented an enhanced annual training program for specific

specialized employee populations, including secure coding training.

Recently, our Board of Directors established a Technology and Cybersecurity Committee of the

Board with direct oversight to the Company’s (1) technology strategy, initiatives and investments and

(2) key cybersecurity information technology risks against both internal and external threats. The

Technology and Cybersecurity Committee is comprised entirely of independent directors, two of whom

have significant work experience related to information security issues or oversight. Management will

report security instances to the committee as they occur, if material, and will provide a summary multiple

times per year to the Committee. Additionally, our Head of Cyber Security meets regularly with the

Board of Directors or the Audit Committee of the Board of Directors to brief them on technology and

information security matters. We carry insurance that provides protection against the potential losses

arising from a cybersecurity incident. In the last three years, the expenses we have incurred from

information security breach incidences were immaterial. This includes penalties and settlements, of

which there were none.

Governmental Regulation

We collect, use, store or disclose an increasingly high volume, variety and velocity of personal

information, including from employees and customers, in connection with the operation of our business,

particularly, in relation to our identity and information protection offerings, which rely on large data

repositories of personal information and consumer transactions. The personal information we process

is subject to an increasing number of federal, state, local and foreign laws regarding privacy and data

security.

For information on the risks associated with complying with privacy and data security laws, please

see “Risk Factors” in Item 1A included in this Annual Report on Form 10-K.

Available Information

Our Internet home page is located at https://www.nortonlifelock.com. We make available free of

charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,

and amendments to those reports as soon as reasonably practicable after we electronically file such

material with the Securities and Exchange Commission (SEC) on our investor relations website located

at https://investor.nortonlifelock.com. The information contained, or referred to, on our website,

including in any reports that are posted on our website, is not part of this annual report unless expressly

noted. The SEC maintains a website that contains reports, proxy and information statements, and

other information regarding our filings at http://www.sec.gov.

Item 1A. Risk Factors

RISKS RELATED TO THE PROPOSED MERGER

We may fail to consummate the Proposed Merger with Avast plc, may not consummate the

Proposed Merger on the expected terms, or may not achieve the anticipated benefits.

It is currently anticipated that the Proposed Merger will be consummated in mid-to-late calendar

2022. Completion of the Proposed Merger is subject to, among other things, approval from the U.K.

Competition and Markets Authority (the “CMA”) and other customary closing conditions for the acquisition

of a UK public company, including the sanction of the UK’s High Court. All necessary regulatory

approvals have been satisfied, with the exception of approval required from the CMA, which has referred

the Proposed Merger to a Phase 2 investigation. As a result, the possible timing and likelihood of

completion are uncertain, and, accordingly, there can be no assurance that the Proposed Merger will

be completed on the expected terms, on the anticipated schedule or at all. In addition, the CMA may

require, in connection with granting its approval of the transaction, divestitures or ongoing restrictions on

the operation of the combined business, each of which could have a material impact on the anticipated

strategic benefits and synergies from the combination. Any delay in consummation of the Proposed

Merger will result in greater transaction costs and professional fees and continue to expose us to market

risk. If we fail to receive approval from the CMA and cannot consummate the Proposed Merger, we

may be required to pay Avast a break fee of up to $200 million under the Co-operation Agreement. If

consummated, the success of the Proposed Merger will depend, in significant part, on our ability to

successfully integrate Avast and its subsidiaries, grow the revenue of the combined company and realize

the anticipated strategic benefits and synergies from the combination. We believe that the addition of

Avast and its subsidiaries represents an attractive opportunity to create a new, industry leading consumer

Cyber Safety business, leveraging the established brands, technical expertise and innovation of both

groups to deliver substantial benefits to consumers, shareholders and other stakeholders. Achieving

these goals requires growth of the revenue of the combined company and realization of the targeted

synergies expected from the Proposed Merger. This growth and the anticipated benefits of the

Proposed Merger may not be realized fully or at all, or may take longer to realize than we expect.

Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less

significant than we expect or may take longer to achieve than anticipated. If we are not able to achieve

these objectives and realize the anticipated benefits and synergies expected from the Proposed

Merger within a reasonable time, our business, financial condition and operating results may be adversely

affected.

Litigation filed against us could prevent or delay the completion of the Proposed Merger or

result in the payment of damages following completion of the Proposed Merger.

As previously reported in our Form 8-K dated October 29, 2021, we received letters on behalf of

our purported stockholders, in each case stating the stockholder’s belief that the proxy statement filed

by us on October 4, 2021 omitted material information with respect to the Merger and demanding that we

make additional and supplemental disclosures regarding the Merger. Additionally, six complaints have

been filed by our purported stockholders in connection with the Merger (collectively, the Merger

Complaints). The Merger Complaints were brought by the plaintiffs individually and also allege that the

proxy statement omitted material information with respect to the Merger. After the Company issued

its October 29, 2021 Form 8-K, the plaintiffs in the Merger Complaints dismissed their actions as moot

while reserving the right to seek a fee in connection with their respective litigations.

RISKS RELATED TO COVID-19

The COVID-19 pandemic has affected how we are operating our business, and the duration and

extent to which this will impact our future results of operations and overall financial performance

remains uncertain.

The COVID-19 pandemic has had widespread, rapidly evolving, and unpredictable impacts on

global society, economies, financial markets, and business practices. At the onset of the pandemic, to

protect the health and well-being of our employees, partners and third-party service providers, we

facilitated a work-from-home requirement for most employees and established site-specific COVID-19

prevention protocols. We continue to monitor the situation and over the past several months have adjusted

our policies and protocols to reflect changes to public health regulations and guidance. A majority of

our offices are now open to employees on a voluntary return basis, and we anticipate opening the

remaining offices on a voluntary return basis within the first quarter of fiscal 2023. To date, we have not

seen any meaningful negative impact on our customer success efforts, sales and marketing efforts, or

employee productivity. Nevertheless, as more employees , partners or third-party services providers return

to work during the COVID-19 pandemic, the risk of inadvertent transmission of COVID-19 through

human contact could still occur and result in litigation.

While the COVID-19 pandemic has negatively impacted many sectors of the U.S. and global

economies, the consumer Cyber Safety market experienced increased demand as the pandemic

greatly accelerated the digital lives of people around the world. However, with the extended duration of

the pandemic and the easing of prevention protocols and restrictions, we are seeing decreasing

demand and increased competition. In addition, should the negative macroeconomic impacts of the

COVID-19 pandemic persist or worsen, we may experience continued slowdowns in our business activity

and an increase in cancellations by customers or a ma terial reduction in our retention rate in the

future, especially in the event of a prolonged recession. A prolonged recession could adversely affect

demand for our offerings, retention rates and harm our business and results of operations, particularly in

light of the fact that our solutions are discretionary purchases and thus may be more susceptible to

macroeconomic pressures, as well impact the value of our common stock, ability to refinance our debt

and our access to capital.

The duration and extent of the impact from the COVID-19 pandemic depends on future

developments that cannot be accurately forecasted at this time, such as the severity and transmission

rate of new variants of the disease, the extent, effectiveness and acceptance of containment actions,

such as vaccination programs, and the impact of these and other factors on our employees, customers

and the overall demand for our products, partners and third-party service providers. If we are not able to

respond to and manage the impact of such events effectively and if the macroeconomic conditions of

the general economy or the industries in which we operate do not improve, or deteriorate further, our

business, opera ting results, financial condition and cash flows could be adversely affected.

RISKS RELATED TO OUR BUSINESS STRATEGY AND INDUSTRY

If we are unable to develop new and enhanced solutions, or if we are unable to continually

improve the performance, features, and reliability of our existing solutions, our business and

operating results could be adversely affected.

Our future success depends on our ability to effectively respond to evolving threats to consumers,

as well as competitive technological developments and industry changes, by developing or introducing

new and enhanced solutions on a timely basis. We have in the past incurred, and will continue to incur,

significant research and development expenses as we focus on organic growth through internal

innovation. We believe that we also must continue to dedicate a significant amount of resources to our

research and development efforts to decrease our reliance on third parties. If we do not achieve the

benefits anticipated from these investments, or if the achievement of these benefits is delayed, our

operating results may be adversely affected. Additionally, we must continually address the challenges of

dynamic and accelerating market trends and competitive developments. Customers may require

features and capabilities that our current solutions do not have. Our failure to develop new solutions

and improve our existing solutions to satisfy customer preferences and effectively compete with other

market offerings in a timely and cost-effective manner may harm our ability to retain our customers and

attract new customers. A loss of customers would adversely impact our business and operating

results.

The development and introduction of new solutions involve a significant commitment of time and

resources and are subject to a number of risks and challenges including but not limited to:

• Lengthy development cycles;

• Evolving industry and regulatory standards and technological developments by our competitors

and customers;

• Rapidly changing customer preferences;

• Evolving platforms, operating systems, and hardware products, such as mobile devices;

• Product and service interoperability challenges with customer’s technology and third-party

vendors;

• The integration of products and solutions from acquired companies;

• Entering into new or unproven market segments; and

• Executing new product and service strategies.

In addition, third parties, including operating systems and internet browser companies, may take

steps to further limit the interoperability of our solutions with their own products and services, in some

cases to promote their own offerings. This could delay the development of our solutions or our solutions

may be unable to operate effectively. This could a lso result in decreased demand for our solutions,

decreased revenue, and harm to our reputation, and adversely affect our business, financial condition,

results of operations, and cash flows.

If we are not successful in managing these risks and challenges, or if our new or improved

solutions are not technologically competitive or do not achieve market acceptance, our business and

operating results could be adversely affected.

We operate in a highly competitive and dynamic environment, and if we are unable to compete

effectively, we could experience a loss in market share and a reduction in revenue.

We operate in intensely competitive and dynamic markets that experience frequent and rapid

technological developments, changes in industry and regulatory standards, changes in customer

requirements and preferences, and frequent new product introductions and improvements. If we are

unable to anticipate or react to these continually evolving conditions, we could experience a loss of

market share and a reduction in our revenues, which could materially and adversely affect our business

and financial results. To compete successfully, we must maintain an innovative research and

development effort to develop new solutions and enhance our existing solutions, effectively adapt to

changes in the technology or product rights held by our competitors as well as the ways our information

is accessed, used and stored by our customers, and appropriately respond to competitive strategies.

We face competition from a broad range of companies, including software vendors focusing on

Cyber Safety solutions, operating system providers such as Apple, Google and Microsoft, and ‘pure

play’ companies that cur rently specialize in one or a few particular segments of the market and many

of which are expanding their product portfolios into different segments. Many of these competitors offer

solutions or are currently developing solutions that directly compete with our offerings. We also face

growing competition from other technology companies, as well as from companies in the identity threat

protection space such as credit bureaus. Further, many of our competitors are increasingly developing

and incorporating into their products data protection software and other competing Cyber Safety products

such as antivirus protection or VPN, often free of charge, tha t compete with our offerings. Our

competitive position could be adversely affected by the functionality incorporated into these products

rendering our existing solutions obsolete. In addition, the introduction of new products or services by

competitors, and/or market acceptance of products or services based on emerging or alternative

technologies, could make it easier for other products or services to compete with our solutions.

We anticipate facing additional competition as new participants continue to enter the Cyber Safety

market and as our current competitors seek to increase their market share and expand their existing

offerings. Some of our competitors have greater financial, technical, marketing, or other resources than

we do, including in new Cyber Safety and digital life segments, and consequently, may have the ability

to influence customers to purchase their products instead of ours, including through investing more in

internal innovation than we can and through benefiting from unique access to customer engagement

points. Further consolidation among our competitors and within our industry or, in addition to other

changes in the competitive environment, such as greater vertical integration from key computing and

operating system suppliers could result in larger competitors that compete more frequently with us.

In addition to competing with these vendors directly for sales to end-users of our solutions, we

compete with them for the opportunity to have our solutions bundled with the offerings of our strategic

partners, such as computer hardware original equipment manufacturers (OEMs) and internet service

providers (ISPs) and operating systems. Our competitors could gain market share from us if any of

these strategic partners replace our solutions with those of our competitors or with their own solutions;

similarly, they could gain market share from us if these partners more actively promote our competitors’

solutions or their own solutions than our solutions. In addition, software vendors who have bundled our

solutions with theirs may choose to bundle their solutions with their own or other vendors’ solutions or

may limit our access to standard interfaces and inhibit our ability to develop solutions for their platform.

In the future, further product development by these vendors could cause our solutions to become

redundant, which could significantly impact our sales and operating results.

We may need to change our pricing models to compete successfully.

The intense competition we face, in addition to general and economic business conditions, can put

pressure on us to change our pricing practices. If our competitors offer deep discounts on certain

solutions or provide offerings, or offer free introductory products that compete with our s, we may need

to lower prices or offer similar free introductory products in order to compete successfully. Similarly, if

external factors, such as economic conditions or market trends, require us to raise our prices, our

ability to acquire new customers and retain existing customers may be diminished. Any such changes

may reduce revenue and margins and could adversely affect our financial results.

Additionally, our business may be affected by changes in the macroeconomic environment. Our

solutions are discretionary purchases, and customers may reduce or eliminate their discretionary

spending on our solutions during a difficult macroeconomic environment. Although we did not experience

a material increase in cancella tions by customers or a material reduction in our retention rate in fiscal

2021 or fiscal 2022, we may experience such an increase or reduction in the future, especially in the event

of a prolonged recession or a worsening of current conditions as a result of the COVID-19 pandemic.

In addition, during a recession, consumers may experience a decline in their credit or disposa ble income,

which may result in less demand for our solutions. As a result, we may have to lower our prices or

make other changes to our pricing model to address these dynamics, any of which could adversely

affect our business and financial results.

In addition, in January 2021, we acquired Germany-based Avira. Many of Avira’s users are

freemium subscribers, meaning they do not pay for its basic services. Much of our anticipated growth

in connection with the Avira acquisition is attributable to attracting and converting Avira’s freemium users

to a paid subscription option. Numerous factors, however, may impede our ability to attract, retain and

convert these users into paying customers.

If we fail to manage our sales and distribution channels effectively, or if our partners choose

not to market and sell our solutions to their customers, our operating results could be adversely

affected.

A portion of our revenues is derived from sales through indirect channels, including, but not limited

to, distributors that sell our products to end-users and other resellers, and OEM partners that incorporate

our products into, or bundle our products with, their products. These channels involve a number of

risks, including:

• Our resellers, distributors and OEMs are generally not subject to minimum sales requirements

or any obligation to market our solutions to their customers;

• Our reseller and distributor agreements are generally nonexclusive and may be terminated at

any time without cause and our OEM partners may terminate or renegotiate their ar rangements

with us and new terms may be less favorable due to competitive conditions in our markets and

other factors;

• Our resellers, distributors and OEMs may encounter issues or have violations of applicable law

or regulatory requirements or otherwise cause damage to our reputation through their actions;

• Our resellers and distributors frequently market and distribute competing solutions and may,

from time to time, place greater emphasis on the sale of these competing solutions due to pricing,

promotions, and other terms offered by our competitors;

• Any consolidation of electronics retailers can increase their negotiating power with respect to

software providers such as us and any decline in the number of physical retailers could decrease

the channels of distribution for us;

• The continued consolidation of online sa les through a small number of larger channels has

been increasing, which could reduce the channels available for online distribution of our solutions;

and

• Sales through our partners are subject to changes in general economic conditions, strategic

direction, competitive risks, and other issues that could result in a reduction of sales, or cause

our partners to suffer financial difficulty which could delay payments to us, affecting our operating

results.

If we fail to manage our sales and distribution channels successfully, these channels may conflict

with one another or otherwise fail to perform as we anticipate, which could reduce our sales and increase

our expenses as well as weaken our competitive position.

Our revenue and operating results depend significantly on our ability to retain our existing

customers, convert existing non-paying customers to paying customers, and add new customers.

We generally sell our solutions to our customers on a monthly or annual subscription basis.

Customers may choose not to renew their membership with us at any time. Renewing customers may

require additional incentives to renew, may not renew for the same contract period, or may change their

subscriptions. We therefore may be unable to retain our existing customers on the same or on more

profitable terms, if at all. In addition, we may not be able to accurately predict or anticipate future trends

in customer retention or effectively respond to such trends.

Our customer retention rates may decline or fluctuate due to a variety of factors, including the

following:

• Our customers’ levels of satisfaction or dissatisfaction with our solutions and the value they

place on our solutions;

• The quality, breadth, and prices of our solutions;

• Our general reputation and events impacting that reputa tion;

• The services and related pricing offered by our competitors; including increasing availability and

efficacy of free solutions;

• Disruption by new services or changes in law or regulations that impact the need for efficacy of

our products and services;

• Changes in auto-renewal regulations;

• Our customers’ dissatisfaction with our efforts to market additional products and services;

• Our customer service and responsiveness to the needs of our customers; and

• Changes in our target customers’ spending levels as a result of general economic conditions,

inflationary pressures or other factors.

Declining customer retention rates could cause our revenue to grow more slowly than expected or

decline; and our operating results, gross margins and business will be harmed.

Our acquisitions and divestitures create special risks and challenges that could adversely

affect our financial results.

As part of our business strategy, we may acquire or divest businesses or assets. For example, in

2019 we completed the sale of certain of our enterprise security assets to Broadcom Inc. (the Broadcom

sale) and in January 2021, we completed the acquisition of Avira. These activities can involve a

number of risks and challenges, including:

• Complexity, time, and costs associated with managing these transactions, including the integra tion

of acquired and the winding down of divested business operations, workforce, products, IT

systems, and technologies;

• Challenges in retaining customers of acquired businesses, or providing the same level of

service to existing customers with reduced resources;

• Diversion of management time and attention;

• Loss or termination of employees, including costs associated with the termination or replacement

of those employees;

• Assumption of liabilities of the acquired and divested business or assets, including pending or

future litigation, investigations or claims related to the acquired business or assets;

• The addition of acquisition-related debt;

• Difficulty in entering into or expanding in new markets or geographies;

• Increased or unexpected costs and working capital requirements;

• Dilution of stock ownership of existing stockholders;

• Unanticipated delays or failure to meet contractual obligations;

• Substantial accounting charges for acquisition-related costs, asset impairments, amortization of

intangible assets, and higher levels of stock-based compensation expense; and

• Difficulty in realizing potentia l benefits, including cost savings and operational efficiencies,

synergies and growth prospects from integrating acquired businesses.

Moreover, to be successful, large complex acquisitions depend on large-scale product, technology,

and sales force integra tions that are difficult to complete on a timely basis or at all and may be more

susceptible to the special risks and challenges described above. Any of the foregoing, and other factors,

could harm our ability to achieve anticipated levels of profitability or other financial benefits from our

acquired or divested businesses, product lines or assets or to realize other anticipated benefits of

divestitures or acquisitions.

Changes in industr y structure and market conditions could lead to charges related to

discontinuance of certain of our products or businesses and asset impairments.

In response to changes in industry structure and market conditions, we may be required to

strategically reallocate our resources and consider restructuring, disposing of, or otherwise exiting

certain businesses. Any decision to limit investment in or dispose of or otherwise exit businesses may

result in the recording of special charges, such as technology-related write-offs, workforce reduction

costs, charges relating to consolidation of excess facilities, or claims from third parties who were

resellers or users of discontinued products. Our estimates with respect to the useful life or ultimate

recoverability of our carrying basis of assets, including purchased intangible assets, could change as a

result of such assessments and decisions. Although in certain instances our vendor agreements

allow us the option to cancel, reschedule, and adjust our requirements based on our business needs,

our loss contingencies may include liabilities for contracts that we cannot cancel, reschedule or adjust

with suppliers.

Further, our estimates relating to the liabilities for excess facilities are affected by changes in rea l

estate market conditions. Additionally, we are required to evaluate goodwill impairment on an annual

basis and between annual evaluations in certain circumstances, and future goodwill impairment

evaluations may result in a charge to earnings.

RISKS RELATED TO OUR OPERATIONS

We are dependent upon Broadcom for certain engineering and threat response services, which

are critical to our products and business.

Our endpoint security solution has historically relied upon certain threat analytics software engines

and other software (the Engine-Related Services) that have been developed and provided by engineering

teams that have transferred to Broadcom as part of the Broadcom sale. The technology, including

source code, at issue is shared, and pursuant to the terms of the Broadcom sale, we retain rights to

use, modify, enhance and create derivative works from such technology. Broadcom has committed to

provide these Engine-Related Services substantially to the same extent and in substantially the same

manner, as has been historically provided under a license agreement with a limited term.

As a result, we are dependent on Broadcom for services and technology that are critical to our

Norton business, and if Broadcom fails to deliver these Engine-Related Services it would result in

significant business disruption, and our business and operating results and financial condition could be

materially and adversely affected. Furthermore, if our current sources become unavailable, and if we

are unable to develop or obtain alternatives to integrate or deploy them in time, our ability to compete

effectively could be impacted and have a material adverse effect on our business. Additiona lly, in

connection with the Broadcom sale, we lost other capabilities, including certain threat intelligence data

which were historically provided by our former Enterprise Security business, the lack of which could

have a negative impact on our business and products.

Our future success depends on our ability to attract and retain personnel in a competitive

marketplace.

Our future success depends upon our ability to recruit and retain key management, technical

(including cyber security experts), sales, marketing, e-commerce, finance, and other personnel. Our

officers and other key personnel are “at will” employees and we generally do not have employment or non-

compete agreements with our employees. Competition for people with the specific skills tha t we

require is significant. While we continue to monitor the competitive environment, it is possible that the

COVID-19 pandemic may affect the productivity of our employees and our ability to attract and retain key

talent. As a result of the pandemic, in March 2020, we transitioned to a remote working environment

for the substantial majority of our employees. While our employees have transitioned effectively to

working from home, over time such remote operations may decrease the cohesiveness of our employees

and our ability to maintain our culture, both of which are integral to our success. Additionally, a remote

working environment may impede our ability to undertake new business projects, to foster a creative

environment, to hire new employees and to retain existing employees.

In order to attract and retain personnel in a competitive marketplace, we must provide competitive

pay packages, including cash and equity-based compensation. Additionally, changes in immigration

laws could impair our ability to attract and retain highly qualified employees. If we fail to attract, retain

and motivate new or existing personnel, our business, results of operations and future growth prospects

could suffer. The volatility in our stock price may from time to time adversely affect our ability to recruit

or retain employees. In addition, we may not have an adequate number of shares reserved under our

equity compensation plans, forcing us to reduce awards of equity-based compensation, which could

impair our efforts to attract, retain and motivate necessary per sonnel. If we are unable to hire and retain

qualified employees, or conversely, if we fail to manage employee performance or reduce staffing

levels when required by market conditions, our business and operating results could be adversely

affected.

Effective succession planning is also important to our long-term success. Failure to ensure

effective transfer of knowledge and smooth transitions involving key employees could hinder our

strategic planning and execution. From time to time, key personnel leave our company and the frequency

and number of such departures have widely varied and have, in the past, resulted in significant

changes to our executive leadership team. The loss of any key employee could result in significant

disruptions to our operations, including adversely affecting the timeliness of product releases, the

successful implementation and completion of company initiatives, our interna l control over financial

reporting, and our results of operations. In addition, hiring, training, and successfully integrating

replacement personnel can be time consuming and expensive, may cause additional disruptions to our

operations, and may be unsuccessful, which could negatively impact future financial results.

Our inability to successfully recover from a disaster or other business continuity event could

impair our ability to deliver our products and services and harm our business.

We are heavily reliant on our technology and infrastructure to provide our products and services to

our customers. For example, we host many of our products using third-party data center facilities, and

while we require them to maintain formal service level agreements around availability, we do not control

the operation of these facilities. These facilities are vulnerable to damage, interruption, or performance

problems from earthquakes, hurricanes, floods, fires, power loss, telecommunications failures, pandemics

and similar events. They are also subject to break-ins, computer viruses, sabotage, intentional acts of

vandalism, and other misconduct. The occur rence of a na tural disaster, an act of terrorism, a pandemic,

and similar events could result in a decision to close the facilities without adequate notice or other

unanticipated problems, which in turn, could result in lengthy interruptions in the delivery of our products

and services, which could nega tively impact our sales and operating results.

Furthermore, our business administration, human resources, compliance efforts, and finance

services depend on the proper functioning of our computer, telecommunication, and other related

systems and operations. A disruption or failure of these systems or operations because of a disaster,

cyber-attack or other business continuity event, such as the COVID-19 pandemic, could cause data to be

lost or otherwise delay our ability to complete sales and provide the highest level of service to our

customers. In addition, we could have dif ficulty producing accurate financial statements on a timely

basis, and deficiencies may arise in our internal control over financial reporting, which may impact our

ability to certify our financial results, all of which could adversely affect the trading value of our stock.

Although we endeavor to ensure there is redundancy in these systems and that they are regularly

backed-up, there are no assurances that data recovery in the event of a disaster would be effective or

occur in an ef ficient manner. If these systems or their functionality do not operate as we expect them to,

we may be required to expend significant resources to make corrections or find alternative sources for

performing these functions.

If we fail to offer high-quality customer support, our customer satisfaction may suffer and have

a negative impact on our business and reputation.

Many of our customers rely on our customer support services to resolve issues, including technical

support, billing and subscription issues, that may arise. If demand increases, or our resources decrease,

we may be unable to offer the level of support our customer s expect. Any failure by us to maintain the

expected level of support could reduce customer satisfaction and negatively impact our customer

retention and our business.

Our international operations involve risks that could increase our expenses, adversely affect

our operating results and require increased time and attention of our management.

We derive a portion of our revenues from customers located outside of the U.S., and we have

significant operations outside of the U.S., including engineering, finance, sales and customer support.

Our international operations are subject to risks in addition to those faced by our domestic operations,

including:

• Potential loss of proprietary information due to misappropria tion or laws that may be less

protective of our intellectual property rights than U.S. laws or that may not be adequately enforced;

• Requirements of foreign laws and other governmental controls, inc luding tariffs, trade barriers

and labor restrictions, and related laws that reduce the flexibility of our business operations;

• Potential changes in trade relations arising from policy initiatives or other political factors;

• Regulations or restrictions on the use, import, or export of encryption technologies that could

delay or prevent the acceptance and use of encryption products and public networks for secure

communications;

• Local business and cultural factors that differ from our normal standards and practices, including

business practices that we are prohibited from engaging in by the Foreign Corrupt Practices

Act and other anti-corruption laws and regulations;

• Central bank and other restrictions on our ability to repatriate cash from our international

subsidiaries or to exchange cash in international subsidiaries into cash available for use in the

U.S.;

• Fluctuations in cur rency exchange rates, economic instability, and inflationary conditions could

make our solutions more expensive or could increase our costs of doing business in certain

countries;

• Limitations on future growth or inability to maintain current levels of revenues from international

sales if we do not invest sufficiently in our international operations;

• Difficulties in staffing, managing, and operating our international operations;

• Difficulties in coordinating the activities of our geographically dispersed and culturally diverse

operations;

• Costs and delays associated with developing software and providing support in multiple

languages; and

• Political unrest, war, or terrorism, or regional natural disasters, particular ly in areas in which we

have facilities.

RISKS RELATED TO OUR SOLUTIONS

Our solutions, systems, websites and the data on these sources may be subject to intentional

disruption that could materially harm to our re putation and future sales.

Despite our precautions and significant ongoing investments to protect against security risks, data

protection breaches, cyber-attacks, and other intentional disruptions of our solutions, we expect to be

an ongoing target of attacks specifically designed to impede the performance and availability of our

offerings and harm our reputation as a leading cyber security company. Similarly, experienced

computer programmers or other sophistica ted individuals or entities, including malicious hackers, state-

sponsored organizations, and insider threats including actions by employees and third-party service

providers, may attempt to penetrate our network security or the security of our systems and websites

and misappropriate proprietary information or cause interruptions of our products and services. Such

attempts are increasing in number and in technical sophistication, and if successful could expose us and

the affected parties, to risk of loss or misuse of proprietary or confidential informa tion or disruptions

of our business operations.

While we engage in a number of measures aimed to protect against security breaches and to

minimize the impact if a data breach were to occur, our information technology systems and

infrastructure may be vulnerable to damage, compromise, disruption, and shutdown due to attacks or

breaches by hackers or other circumstances, such as error or malfeasance by employees or third party

service providers or technology malfunction. The occurrence of any of these events, as well as a

failure to promptly remedy these events should they occur, could compromise our systems, and the

information stored in our systems could be accessed, publicly disclosed, lost, stolen, or damaged. Any

such circumstance could adversely affect our ability to attract and maintain customers as well as

strategic partners, cause us to suffer negative publicity or damage to our brand, and subject us to legal

claims and liabilities or regulatory penalties. In addition, unauthorized parties might a lter information

in our databases, which would adversely affect both the reliability of that information and our ability to

market and perform our services as well as undermine our ability to remain compliant with relevant laws

and regulations. Techniques used to obtain unauthorized access or to sabotage systems change

frequently, are constantly evolving and generally are dif ficult to recognize and react to effectively. We

may be unable to anticipate these techniques or to implement adequate preventive or reactive measures.

Several recent, highly publicized data security breaches, including a large-scale a ttack on SolarWinds

customers by a foreign nation state actor and a significant uptick in ransomware/extortion attacks at other

companies have heightened consumer awareness of this issue and may embolden individuals or

groups to target our systems or those of our strategic partners or enterprise customers. In

December 2021, a critical remote code execution (RCE) vulnerability was identified in the Apache

Software Foundation’s Log4j software library (Log4j), which if exploited could result in unauthorized

access to Company systems and data, and acquisition of the same. We are taking, and have taken, steps

to remediate all known Log4j vulnerabilities within our environment, deployed compensating controls,

and implemented additional changes to protect a gainst an exploit of those vulnerabilities. A threat actor

could exploit a Log4j vulnerability or newly discovered vulnerabilities before we complete our

remediation work or identify a vulnerability that we did not effectively remediate. If tha t happens, there

could be unauthorized access to, or acquisition of, data we maintain, and damage to Company systems.

We could also face legal action from individuals, business partners, and regulators in connection with

e xploitation of those vulnerabilities, which would result in increased costs and fees incurred in our defense

against those proceedings.

Our solutions are complex and operate in a wide variety of environments, systems and

configurations, which could result in failures of our solutions to function as designed.

Because we offer ver y complex solutions, errors, defects, disruptions, or other performance

problems with our solutions may and have occurred. For example, we may experience disruptions,

outages, and other performance problems due to a variety of factors, including infrastructure changes,

human or software errors, capacity constraints due to an overwhelming number of users accessing

our websites simultaneously, fraud, or security attacks. In some instances, we may not be able to identify

the cause or causes of these performance problems within an acceptable period of time. Interruptions

in our solutions, could impact our revenues or cause customers to cease doing business with us. Our

operations are dependent upon our ability to protect our technology infrastructure against damage from

business continuity events tha t could have a significant disruptive effect on our operations. We could

potentially lose customer data or experience material adverse interruptions to our operations or delivery

of solutions to our clients in a disaster recovery scenario.

Negative publicity regarding our brand, solutions and business could harm our competitive

position.

Our brand recognition and reputation as a tr usted service provider are critical aspects of our

business and key to retaining existing customers and attracting new customers. Our business could be

harmed due to errors, defects, disruptions or other performance problems with our solutions causing

our customers and potential customers to believe our solutions are unreliable. Further more, negative

publicity, whether or not justified, including intentional brand misappropria tion, relating to events or

activities attributed to us, our employees, our strategic partners, our affiliates, or others associated

with any of these parties, may tarnish our reputation and reduce the value of our brands. In addition,

the rapid rise and use of social media has the potential to harm our brand and reputation. We may be

unable to timely respond to and resolve negative and inaccura te socia l media posts regarding our

company, solutions and business in an appropriate manner. Damage to our reputation and loss of

brand equity may reduce demand for our solutions and have an adverse effect on our business, operating

results, and financial condition. Moreover, any attempts to rebuild our reputation and restore the value

of our brands may be costly and time consuming, and such efforts may not ultimately be successful.

We collect, use, disclose, store or otherwise process personal information, which subjects us

to privacy and data security laws and contractual commitments.

We collect, use, process, store, transmit or disclose (collectively, process) an increasingly large

amount of confidential information, including personally identifiable information, credit card infor mation

and other critical data from employees and customers, in connection with the operation of our business,

particularly in relation to our identity and information protection offerings.

The personal information we process is subject to an increasing number of federal, state, local,

and foreign laws regarding privacy and data security, as well as contractual commitments. Any failure

or perceived failure by us to comply with such obligations may result in governmental enforcement

actions, fines, litigation, or public statements against us by consumer advocacy groups or others and

could cause our customers to lose trust in us, which could have an adverse effect on our reputation

and business.

Additionally, changes to applicable privacy or data security laws could impact how we process

personal information and therefore limit the effectiveness of our solutions or our ability to develop new

solutions. For example, the European Union General Data Protection Regulation imposes more stringent

data protection requirements and provides for greater penalties for noncompliance of up to the

greater of €20 million or four percent of our worldwide annual revenues.

Data protection legislation is also becoming increasingly common in the U.S. at both the federal

and state level. For example, the California Consumer Privacy Act of 2018 (the CCPA) requires, among

other things, covered companies to provide new disclosures to California consumers regarding the

use of personal information, gives California residents expanded rights to access their personal

information that has been collected and allows such consumers new abilities to opt-out of certain sales

of personal information. Further, the new California Privacy Rights Act (the CPRA) significantly

modifies the CCPA. These modifications may result in additional uncertainty and require us to incur

additional costs and expenses in our effort to comply. Additionally, the Federal Trade Commission (the

FTC) and many state attorneys general are interpreting federal and state consumer protection laws to

impose standards for the online collection, use, dissemination, and security of data. The burdens

imposed by the CCPA, CPRA and other similar laws that may be enacted at the federal and state level

may require us to modify our data processing practices and policies, adapt our goods and services

and incur substantial expenditures in order to comply.

Global privacy and data protection legislation, enforcement, and policy activity are rapidly expanding

and evolving, and may be inconsistent from jurisdiction to jurisdiction. We may be or become subject to

data localization laws mandating that data collected in a foreign country be processed and stored

only within that country. If any country in which we have customers were to adopt a data localization

law, we could be required to expand our data storage facilities there or build new ones in order to comply.

The expenditure this would require, as well as costs of compliance generally, could harm our financial

condition.

Additionally, third parties with whom we work, such as vendors or developers, may violate applicable

laws or our policies and such violations can place personal information of our customers at risk. In

addition, our customers may also accidentally disclose their passwords or store them on a device that

is lost or stolen, creating the perception that our systems are not secure against third-party access. This

could have an adverse effect on our reputation and business. In addition, such third parties could

expose us to compromised data or technology, or be the target of cyberattack and other data breaches

which could impact our systems or our customers’ records. Further, we could be the target of a

cyberattack or other action that impacts our systems and results in a data breach of our customers’

records. This could have an adverse effect on our reputation and business.

LEGAL AND COMPLIANCE RISKS

Matters relating to or arising from our completed Audit Committee Investigation, including

litigation matters, and potential additional expenses, may adversely affect our business and

results of operations.

As previously disclosed in our public filings, the Audit Committee completed its internal investigation

in September 2018. In connection with the Audit Committee Investigation, we voluntarily self-reported

to the SEC. The SEC commenced a formal investigation with which we cooperated. In April 2022, the

SEC Staff informed the Company that it concluded its investigation and does not intend to recommend

an enforcement action by the Commission against us.

We have incurred, and may continue to incur, significant expenses related to legal and other

professional services in connection with or relating to the SEC investigation, which may continue to

adversely affect our business and financial condition. In addition, securities c lass actions and other

lawsuits have been filed against us, certain current and former directors, and former officers. The

outcome of the securities class actions and other litigation is difficult to predict, and the cost to defend,

settle, or otherwise resolve these matters may be significant. Plaintiffs in these matters may seek

recovery of very large or indeterminate amounts. The monetary and other impact of these litigations,

proceedings, or actions may remain unknown for substantial periods of time. Further, an unfavorable

resolution of litigations, proceedings or actions could have a material adverse effect on our business,

financial condition, and results of operations and cash flows. Any future investigations or additional

lawsuits may also adversely affect our business, financial condition, results of operations, and cash flows.

Our solutions are highly regulated, which could impede our ability to market and provide our

solutions or adversely affect our business, financial position, and results of operations.

Our solutions are subject to a high degree of regulation, including a wide variety of federal, state,

and local laws and regulations, such as the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the

Federal Trade Commission Act (FTC Act), and comparable state laws that are patterned after the

FTC Act. LifeLock has previously entered into consent decrees and similar arrangements with the FTC

and the attorney generals of 35 states as well as a settlement with the FTC relating to allegations

that certain of LifeLock’s advertising, marketing and security practices constituted deceptive acts or

practices in violation of the FTC Act, which impose additional restrictions on our business, including

prohibitions against making any misrepresentation of “the means, methods, procedures, effects,

effectiveness, coverage, or scope of” our solutions. NortonLifeLock signed an Undertaking, effective

June 14, 2021, with the United Kingdom’s Competition and Markets Authority (CMA) requiring

NortonLifeLock to make certain changes to its policies and practices related to automatically renewing

subscriptions in the United Kingdom as part of the CMA’s investigation into auto-renewal practices in

the antivirus sector it launched in December 2018. Any of the laws and regulations that apply to our

business are subject to revision or new or changed interpretations, and we cannot predict the impact of

such changes on our business.

Additionally, the nature of our identity and information protection products subjects us to the broad

regulatory, supervisory, and enforcement powers of the Consumer Financial Protection Bureau which

may exercise authority with respect to our services, or the marketing and servicing of those services,

through the oversight of our financial institution or credit reporting agency customers and suppliers,

or by otherwise exercising its supervisory, regulatory, or enforcement authority over consumer financial

products and services.

If we do not protect our proprietary information and prevent third parties from making

unauthorized use of our products and technology, our financial results could be harmed.

Much of our software and underlying technology is proprietary. We seek to protect our proprietary

rights through a combination of confidentiality agreements and procedures and through copyright,

patent, trademark, and trade secret laws. However, these measures afford only limited protection and

may be challenged, invalidated, or circumvented by third parties. Third parties may copy all or portions

of our products or otherwise obtain, use, distribute, and sell our proprietary information without

authorization.

Third parties may also develop similar or superior technology independently by designing around

our patents. Our consumer agreements do not require a signature and therefore may be unenforceable

under the laws of some jurisdictions. Furthermore, the laws of some foreign countries do not offer the

same level of protection of our proprietary rights as the laws of the U.S., and we may be subject to the

unauthorized use of our products in those countries. The unauthorized copying or use of our products

or proprietary information could result in reduced sales of our products. Any legal action to protect

proprietary information that we may bring or be engaged in with a strategic partner or vendor could

adversely affect our ability to access software, operating system, and hardware platforms of such partner

or vendor, or cause such partner or vendor to choose not to offer our products to their customers. In

addition, any legal action to protect proprietary information that we may bring or be engaged in, could

be costly, may distract management from day-to-day operations, and may lead to additional claims

against us, which could adversely affect our operating results.

From time to time we are a party to lawsuits and investigations, which typically require significant

management time and attention and result in significant legal expenses.

We are frequently involved in litigation and other proceedings, including, but not limited to, patent

litigation, class actions, and governmental claims or investigations, some of which may be material

initially or become material over time. The expense of initiating and defending, and in some cases

settling, such matters may be costly and divert management’s attention from the day-to-day operations

of our business, which could have a materially adverse effect on our business, results of operations,

and cash flows. In addition, such matters may thru the cour se of litigation or other proceedings incur an

unfavorable change which could alter the profile of the matter and create potential material risk to the

company. Any unfavorable outcome in a ma tter could result in significant fines, settlements, monetary

damages, or injunctive relief that could negatively and materially impact our ability to conduct our

business, results of operations, and cash flows. Additionally, in the event we did not previously accrue

for such litigation or proceeding in our financial statements, we may be required to record retrospective

accruals that adversely affect our results of operations and financial condition.

Third parties claiming that we infringe their proprietary rights could cause us to incur significant

legal expenses and prevent us from selling our products.

From time to time, third parties may claim that we have infringed their intellectual property rights,

including claims regarding patents, copyrights, and trademarks. Because of constant technological

change in the segments in which we compete, the extensive pa tent coverage of existing technologies,

and the rapid rate of issuance of new patents, it is possible that the number of these claims may grow. In

addition, former employers of our former, current, or future employees may assert claims that such

employees have improperly disc losed to us confidential or proprietary information of these former

employers. Any such claim, with or without merit, could result in costly litigation and distract management

from day-to-day operations. If we are not successful in defending such claims, we could be required

to stop selling, delay shipments of, or redesign our solutions, pay monetary amounts as damages, enter

into royalty or licensing arrangements, or satisfy indemnification obligations that we have with some of

our partners. We cannot assure you that any royalty or licensing arrangements that we may seek in such

circumstances will be available to us on commercially reasonable terms or at all. We have made and

expect to continue ma king significant expenditures to investigate, defend, and settle claims related to the

use of technology and intellectual property rights as part of our strategy to manage this risk.

In addition, we license and use software from third parties in our business. These third-party

software licenses may not continue to be available to us on acceptable terms or at all and may expose

us to additional liability. This liability, or our inability to use any of this third-party software, could

result in delivery delays or other disruptions in our business that could materially and adversely affect

our operating results.

Some of our products contain “open source” software, and any failure to comply with the

terms of one or more of these open source licenses could negatively affect our business.

Certain of our products are distributed with software licensed by its authors or other third parties

under so-called “open source” licenses. Some of these licenses contain requirements that we make

available source code for modifications or derivative works we create based upon the open source

software and that we license such modifications or derivative works under the terms of a particular open

source license or other license granting third parties certain rights of further use. By the terms of

certain open source licenses, we could be required to release the source code of our proprietary software

if we combine our proprietary software with open source software in a certain manner. In addition to

risks related to license requirements, usage of open source software can lead to greater risks than use

of third-party commercial software, as open source licensors generally do not provide warranties or

controls on origin of the software. We have established processes to help alleviate these risks, including

a review process for screening requests from our development organizations for the use of open

source, but we cannot be sure that all open source is submitted for approval prior to use in our products.

In addition, many of the risks associated with usage of open source may not or cannot be eliminated

and could, if not properly addressed, negatively affect our business.

RISKS RELATED TO OUR LIQUIDITY AND INDEBTEDNESS

There are risks associated with our outstanding and future indebtedness that could adversely

affect our financial condition.

As of April 1, 2022, we had an ag gregate of $3,747 million of outstanding indebtedness that will

mature in calendar years 2022 through 2030, and $1,000 million available for borrowing under our

revolving credit facility. See Note 10 of the Notes to the Consolidated Financial Statements included in

this Annual Report on Form 10-K for further information on our outstanding debt. Our ability to meet

expenses, remain in compliance with the covenants under our debt instruments, pay interest and

repay principal for our substantial level of indebtedness depends on, among other things, our operating

performance, competitive developments, and financial market conditions, all of which are significantly

affected by financial, business, economic, and other factors. We are not able to control many of these

factors. Accordingly, our cash flow may not be sufficient to allow us to pay principal and interest on our

debt, including the notes, and meet our other obligations. Our level of indebtedness could have other

important consequences, including the following:

• We must use a substantial portion of our cash flow from operations to pay interest and principal

on the ter m loans and revolving credit facility, our existing senior notes, and other indebtedness,

which reduces funds available to us for other purposes such as working capital, capital

expenditures, other general corporate purposes, and potential acquisitions;

• We may be unable to refinance our indebtedness or to obtain additional financing for working

capital, capital expenditures, acquisitions, or general corporate purposes;

• We are exposed to fluctuations in interest rates because borrowings under our senior secured

credit facilities bear interest at variable rates;

• Our leverage may be greater than that of some of our competitors, which may put us at a

competitive disadvantage and reduce our flexibility in responding to current and changing industry

and financial market conditions;

• We may be more vulnerable to an economic downturn or recession and adverse developments

in our business;

• We may be unable to comply with financial and other covenants in our debt agreements, which

could result in an event of default that, if not cured or waived, may result in acceleration of certain

of our debt and would have an adverse effect on our business and prospects and could force

us into bankruptcy or liquidation;

• Changes by any rating agency to our outlook or credit rating could negatively affect the value of

our debt and/or our common stock, adversely affect our access to debt markets, and increase the

interest we pay on outstanding or future debt; and

• Conversion of our convertible note could result in significant dilution of our common stock,

which could result in significant dilution to our existing stockholders and cause the market price

of our common stock to decline.

There can be no assurance that we will be able to manage any of these risks successfully. In

addition, we conduct a significant portion of our operations through our subsidiaries. Accordingly,

repayment of our indebtedness will be dependent in part on the generation of cash flow by our

subsidiaries and their ability to make suc h cash available to us by dividend, debt repayment, or otherwise,

which may not always be possible. In the event that we do not receive distributions from our subsidiaries,

we may be unable to make the required principal and interest payments on our indebtedness.

The elimination of LIBOR after June 2023 may affect our financial results.

All LIBOR tenors relevant to us will cease to be published or will no longer be representative after

June 30, 2023. This means that any of our LIBOR-based borrowings that extend beyond June 30, 2023

will need to be converted to a replacement rate. In the U.S., the Alternative Reference Rates Committee,

a committee of private sector entities convened by the Federal Reserve Board and the Federal

Reserve Bank of New York, has recommended the Secured Overnight Financing Rate (SOFR) plus a

recommended spread adjustment as LIBOR’s replacement. There are significant differences between

LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending

rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities. If our LIBOR-

based borrowings are converted to SOFR, the differences between LIBOR and SOFR, plus the

recommended spread adjustment, could result in interest costs that are higher than if LIBOR remained

available, which could have a material adverse effect on our operating results. Although SOFR is the

ARRC’s recommended replacement rate, it is also possible that lenders may instead choose alternative

replacement rates that may differ from LIBOR in ways similar to SOFR or in other ways that would

result in higher interest costs for us. It is not yet possible to predict the ma gnitude of LIBOR’s end on

our borrowing costs given the remaining uncertainty about which rates will replace LIBOR.

Our term loan and revolving credit facility agreement impose operating and financial restrictions

on us.

Our term loan and revolving credit facility ag reement contain covenants that limit our ability and

the ability of our restricted subsidiaries to:

• Incur additional debt;

• Create liens on certain assets to secure debt;

• Enter into certain sale and leaseback transactions;

• Pay dividends on or make other distributions in respect of our capital stock or make other

restricted payments; and

• Consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.

All of these covenants may adversely affect our ability to finance our operations, meet or otherwise

address our capital needs, pursue business opportunities, react to market conditions, or otherwise

restrict activities or business plans. A breach of any of these covenants could result in a default in respect

of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the

indebtedness, together with accrued interest and other fees, to be immediately due and payable and,

to the extent such indebtedness is secured in the future, proceed against any collateral securing that

indebtedness.

GENERAL RISKS

Fluctuations in our quarterly financial results have affected the trading price of our outstanding

securities in the past and could affect the trading price of our outstanding securities in the

future.

Our quarterly financial results have fluctuated in the past and are likely to vary in the future due to

a number of factors, many of which are outside of our control. If our quarterly financial results or our

predictions of future financial results fail to meet our expectations or the expectations of securities

analysts and investors, the trading price of our outstanding securities could be negatively affected.

Volatility in our quarterly financial results may make it more difficult for us to raise capital in the future

or pursue acquisitions.

Factors associated with our industry, the operation of our business, and the markets for our

solutions may cause our quarterly financial results to fluctuate, including but not limited to:

• Fluctuations in demand for our solutions;

• Disruptions in our business operations or target mar kets caused by, among other things,

terrorism or other intentional acts, outbreaks of disease, such as the COVID-19 pandemic, or

earthquakes, floods, or other natural disasters;

• Entry of new competition into our markets;

• Our ability to achieve targeted operating income and margins and revenues;

• Competitive pricing pressure or free offerings that compete with one or more of our solutions;

• Our ability to timely complete the release of new or enhanced versions of our solutions;

• The amount and timing of commencement and termination of major marketing campaigns;

• The number, severity, and timing of threat outbreaks and cyber security incidents;

• Loss of customers or strategic partners;

• Changes in the mix or type of solutions and subscriptions sold and changes in consumer

retention rates;

• The rate of adoption of new technologies and new releases of operating systems, and new

business processes;

• Consumer confidence and spending changes;

• The impact of litigation, regulatory inquiries, or investigations;

• The impact of acquisitions and divestitures and our ability to achieve expected synergies or

attendant cost savings;

• Fluctuations in foreign currency exchange rates and interest ra tes;

• The publica tion of unfavorable or inaccurate research reports about our business by cybersecurity

industry analysts;

• The success of our corporate responsibility initiatives;

• Changes in tax laws, rules, and regulations; and

• Changes in consumer protection laws and regulations.

Any of the foregoing factors could cause the trading price of our outstanding securities to fluctuate

significantly.

Changes to our effective tax rate could increase our income tax expense and reduce (increase)

our net income (loss), cash flows and working capital.

Our effective tax rate could be adversely affected by several factors, many of which are outside of

our control, including:

• Changes to the U.S. federal income tax laws, including the potential for federal tax law changes

put forward by Congress and the Biden administration including potentially increased corporate

tax rates, new minimum taxes and other changes to the way that our US tax liability has been

calculated following the 2017 Tax Cuts and Jobs Act. Certain of these proposals could have

significant retroactive adjustments adding cash tax payments/liabilities if adopted;

• Changes to other tax laws, regulations, and interpretations in multiple jurisdictions in which we

operate, including actions resulting from the Organisation for Economic Co-operation and

Development’s (OECD) base erosion and profit shifting project including recent proposals for a

global minimum tax rate, proposed actions by international bodies such as digital services taxation,

as well as the requirements of certain tax rulings. In October 2021, the OECD/G20 inclusive

framework on Base Erosion and Profit Shifting (the Inclusive Framework) published a statement

updating and finalizing the key components of a two-pillar plan on global tax reform which has

now been agreed upon by the majority of OECD members. Pillar One allows countries to

reallocate a portion of residual profits earned by multinational enterprises (MNE), with an annual

global turnover exceeding €20 billion and a profit margin over 10%, to other market jurisdictions.

Pillar Two requires MNEs with an annual global turnover exceeding €750 million to pay a

global minimum tax of 15%. Additional guidance is expected to be published in 2022. We will

continue to monitor the implementation of the Inclusive Framework agreement by the countries

in which we operate. We are unable to predict if and how these legislative changes will be enacted

into law, and it is possible that they could have a material effect on our corporate tax liability

and our global effective tax rate;

• Changes in the relative proportions of revenues and income before taxes in the various

jurisdictions in which we operate that have differing statutory tax rates;

• The tax effects of significant infrequently occurring events that may cause fluctuations between

reporting periods;

• Tax assessments, or any related tax interest or penalties, that could significantly affect our

income tax expense for the period in which the settlements take place; and

• Taxes arising in connection to changes in our workforce, corporate entity structure or operations

as they relate to tax incentives and tax rates.

From time to time, we receive notices that a tax authority in a particular jurisdiction believes that

we owe a greater amount of tax than we have reported to such authority. We are regularly engaged in

discussions and sometimes disputes with these tax authorities. If the ultimate determination of our taxes

owed in any of these jurisdictions is for an amount in excess of the tax provision we have recorded or

reserved for, our operating results, cash flows, and financial condition could be adversely affected.

Item 1B. Unresolved Staff Comments

There are no unresolved issues with respect to any Commission staff’s written comments that

were received at least 180 days before the end of our fiscal year to which this report rela tes and that

relate to our periodic or current reports under the Exchange Act.

Item 2. Properties

Not applicable.

Item 3. Legal Proceedings

Information with respect to this Item may be found under the heading “Litigation contingencies” in

Note 18 of the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K

which information is incorporated into this Item 3 by reference.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities

Stock symbol and stockholders of record

Our common stock is traded on the Nasdaq Global Select Market under the symbol “NLOK”. As of

April 1, 2022, there were 1,484 stockholders of record. A substantially greater number of holders of

our common stock are “street name” or beneficial holders, whose shares of record are held by banks,

brokers and other financial institutions.

Stock performance graph

The graph below compares the cumulative total stockholder return on our common stock with the

cumulative total return on the S&P 500 Composite Index and the S&P Information Technology Index for

the five fiscal years ended April 1, 2022 (assuming the initial investment of $100 in our common stock

and in each of the other indices on the last day of trading for fiscal 2017 and the reinvestment of all

dividends). The comparisons in the graph below are based on historical data and are not indica tive

of, nor intended to forecast the possible future performance of our common stock.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

Among NortonLifeLock Inc., the S&P 500 Index

and the S&P Information Technology Index

375

350

325

300

275

250

225

Dollars

200

175

150

125

100

NortonLifeLock Inc. S&P 500 S&P Information

Technology

3/31/2017 3/30/2018 3/29/2019 4/3/2020 4/2/2021 4/1/2022

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange

Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated

by reference into any filing of NortonLifeLock under the Securities Act or the Exchange Act.

Repurchases of our equity securities

Under our stock repurchase programs, shares may be repurchased on the open market and

through accelerated stock repurchase transactions. On May 4, 2021, our Board of Directors approved

an incremental share repurc hase authorization of $1,500 million. As of April 1, 2022, we had

$1,774 million remaining authorized to be completed in future periods with no expiration date. No

shares were repurchased during the three months ended April 1, 2022.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Please read the following discussion and analysis of our financial condition and results of operations

together with our Consolidated Financial Statements and related Notes thereto included under Item 15

of this Annual Report on Form 10-K.

OVERVIEW

NortonLifeLock Inc. has the largest consumer Cyber Safety platform in the world, empowering

nearly 80 million users in more than 150 countries. We are the trusted and number one top of mind

brand in consumer Cyber Safety, according to the 2022 NortonLifeLock brand tracking study. We help

prevent, detect and restore potential damages caused by many cybercriminals.

Fiscal Year Highlights

• In May 2021, we entered into the first amendment to our credit agreement (the First Amendment),

which provided for an incremental increase under the Initial Term Loan, and extended the

maturity date of the Initial Term Loan, the Delayed Draw Term Loan and revolving credit facility

from November 2024 to May 2026. We borrowed $525 million under the First Amendment of our

Initial Term Loan.

• In May 2021, we settled the $250 million principal and conversion rights of the New 2.5%

Convertible Senior Notes in cash. The aggregate settlement amount of $364 million was based

on $24.40 per underlying share into which the 2.5% Convertible Notes were convertible. The

extinguishment resulted in an adjustment to stockholders’ equity of $112 million and a loss on

extinguishment of $2 million.

• In July 2021, we completed the sale of certain land and buildings in Mountain View, California

for cash consideration of $355 million, net of selling costs. We recognized a gain of $175 million

on the sale. In conjunction with the sale, we signed a 7-year leaseback a greement for a portion

of the property.

• In September 2021, we completed an acquisition of an online reputation management and

digital privacy solutions company for tota l aggregate consideration of $39 million, net of $1 million

cash acquired.

• In March 2022, we completed our restructuring plan (the December 2020 Plan) to consolidate

facilities and reduce operating costs in connection with our acquisition of Avira during fiscal 2021.

We incurred total costs of $24 million since the inception of the December 2020 Plan, primarily

related to severance and termination costs.

Proposed Merger with Avast

On August 10, 2021, we announced a transaction under which we intend to acquire the entire

issued and to be issued ordinary share capital of Avast plc, a public company incorporated in England

and Wales and a global leader of digital security and privacy headquartered in Prague, Czech Republic

(Avast and such transaction, the Proposed Merger). The Proposed Merger will be implemented by

means of a court-sanctioned sc heme of arrangement under the UK Companies Act 2006, as amended

(the Scheme), and remains subject to a certain number of conditions. Under the terms of the Proposed

Merger, Avast shareholders will be entitled to elect to receive, for each ordinary share of Avast held, in

respect of their entire holding of Avast shares, either: (i) $7.61 in cash and 0.0302 of a new share of

our common stock (such option, the Majority Cash Option); or (ii) $2.37 in cash and 0.1937 of a new

share of our common stock (such option, the Majority Stock Option). Based on our undisturbed closing

share price of $27.20 on July 13, 2021, and depending on the Avast shareholder elections, the

estimated purchase price range for the Avast shares under the Proposed Merger is $8.1 billion to

$8.6 billion. Each of the directors of Avast who holds shares has undertaken to elect for the Majority

Stock Option in respect of their entire beneficial holdings of Avast shares. We plan to finance the

Proposed Merger with existing cash, cash to be generated by opera tions and new debt financing.

In conjunction with the Proposed Merger, on August 10, 2021, we entered into an agreement

(as amended, the Interim Facilities Agreement) with certain financial institutions, in which they agreed

to provide us with (i) a $3,600 million term loan interim facility B (the Interim Facility B), (ii) $750 million

term loan interim facility A1 (the Interim Facility A1) and $3,500 million term loan interim facility A2

(the Interim Facility A2), and (iii) a $1,500 million interim revolving facility (the Interim Revolving Facility)

(collectively, the Interim Facilities) and a commitment letter (as amended, the Commitment Letter) with

certain financial institutions, in which they agreed to provide us with financing no less than the financing

available under the Interim Facilities (the Definitive Facilities and, together with the Interim Facilities,

the Facilities) to finance the cash consideration payable in connection with the Proposed Merger. The

Definitive Facilities will be financed by a syndicate of lenders led by Bank of America, N.A. and Wells

Fargo Bank N.A. On January 28, 2022, Bank of America, N.A. and Wells Fargo Bank N.A. agreed to

arrange, on a best efforts basis, additional term loans under the Definitive Facilities in an amount up

to $500 million. The Interim Facilities Agreement contains, and any definitive financing documentation

for the Definitive Facilities entered into in connection with the Commitment Letter (the Facilities

Agreement) will contain, customary representations and warranties, events of default and covenants

for transactions of this type. The Facilities Agreement will replace the existing credit facility agreement

upon the close of the transaction.

In conjunction with the Proposed Merger, on August 10, 2021, we entered into a Co-operation

Agreement (the Co-operation Agreement) with Nitro Bidco Limited, our wholly-owned subsidiary

(Bidco), and Avast, pursuant to which we and Bidco agreed to, among other things, use all reasona ble

endeavors for the purposes of obtaining any regulatory authorizations which are required to implement

the Proposed Merger, and we, Bidco and Avast a greed to cooperate with each other in preparing

required transaction documents and certain other matters in connection with the Proposed Merger. The

Co-operation Agreement a lso contains certain termination rights. The Co-operation Agreement also

provides that, if we fail to receive approval from the U.K Competition and Markets Authority and cannot

consummate the Proposed Merger, we may be required to pay Avast a break fee of up to $200 million.

The Proposed Merger was approved by our Board of Directors and by our shareholders, the Board

of Directors and shareholders of Avast and regulators including the Federal Trade Commission under

the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR” Act) and in Europe, the

German Federal Cartel Office and the Spanish National Markets and Competition Commission. On

March 25, 2022, the U.K Competition and Markets Authority referred the Proposed Merger to a Phase 2

review investigation. The Proposed Merger is currently expected to close mid-to-late calendar year

2022, subject to regulatory approvals and the satisfaction or waiver of other customary closing conditions.

Fiscal calendar and basis of presentation

We have a 52/53-week fiscal year ending on the Friday closest to March 31. Fiscal 2022, 2021 and

2020 in this report refers to fiscal years ended April 1, 2022, April 2, 2021 and April 3, 2020, respectively.

Fiscal 2020 was a 53-week year, whereas fiscal 2022 and 2021 each consisted of 52 weeks.

Key financial metrics

The following table provides our key financial metrics for fiscal 2022 compared with fiscal 2021:

(In millions, except for per share amounts)

Fiscal Year

2022 2021

Net revenues $ 2,796 $ 2,551

Operating income (loss) $ 1,005 $ 896

Income (loss) from continuing operations $ 836 $ 696

Income (loss) from discontinued operations $ — $ (142)

Net income (loss) $ 836 $ 554

Net income (loss) per share from continuing operations – diluted $ 1.41 $ 1.16

Net income (loss) per share from discontinued operations – diluted $ — $ (0.24)

Net income (loss) per share – diluted $ 1.41 $ 0.92

Net cash provided by (used in) operating activities $ 974 $ 706

(in millions)

As of

April 1, 2022 April 2, 2021

Cash, cash equivalents and short-term investments $ 1,891 $ 951

Contract liabilities $ 1,306 $ 1,265

• Net revenues increased $245 million, due to higher sales in both of our consumer security

products and our identity and protection products. This was driven by an increase in our direct

customer count year-over-year and revenue attributable to Avira, which was acquired during the

fourth quarter of fiscal 2021.

• Operating income (loss) increased $109 million, primarily due to the increase in revenue and a

decrease in restructuring costs for which the related activities were completed in fiscal 2021. This

is partially offset by an increase in related cost of revenue, a legal accrual relating to an

ongoing patent infringement lawsuit and our investment in advertising during fiscal 2022.

• Income (loss) from continuing operations increased $140 million, primarily due to the increase in

operating income as well as other income (expense), net, which was driven by the gain on sale

of certain land and buildings in Mountain View, Califor nia. This is partia lly offset by an increase in

income tax expense.

• Income (loss) from discontinued operations, increased from a loss of $142 million, primarily due

to the completion of the discontinued operations activities during fiscal 2021.

• Net income (loss) increased $282 million and net income per share increased $0.49, primarily

due to the increase in income from continuing operations and the completion of discontinued

operations activities during fiscal 2021 as discussed above.

• Cash, cash equivalents and short-term investments increased by $940 million compared to

April 2, 2021, primarily due to cash generated by opera tions during fiscal 2022.

• Contract liabilities increased $41 million, primarily due to higher billings than recognized

revenue, partially offset by unfavorable foreign currency fluctuations of the Euro and Japanese

Yen.

COVID-19 UPDATE