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
18