board composition

2018 U.S. Technology Spencer Stuart Board Index

2018 u.s. technology spencer stuart board index 1 Aboutboard composition Spencer Stuart board services

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© 2018 Spencer Stuart. All rights reserved. 2018For information u.s. technology about copying, spencer distributing stuart and board displaying index this work, contact: [email protected]. 2 Contents

1 Introduction 4 Board Composition 4 Board Size 5 Age of Directors 5 Female Representation 5 New Independent Directors 6 Director Backgrounds 6 Chair/CEO Split 6 Lead and Presiding Directors 7 Average Tenure 8 Board Organization and Process 8 Number of Board Meetings 9 Board Elections 9 Mandatory Retirement 9 Board Evaluations 10 Board Committees 10 Audit Committees 11 Director Compensation 11 Total Director Compensation 12 Percentage of Compensation by Categories 13 Board Retainers 13 Meeting Fees 13 Boards Leadership Compensation 14 Audit Committee Compensation 14 Equity Compensation 15 Comparative Board Data Introduction

New Research Finds Boards Seeking Younger, First-Time Directors As disruptive forces such as digital transformation, cybersecurity and shareholder activism have altered the business landscape, tech boards have sought out a broad array of voices to provide a wider range of perspectives in the boardroom.

In a new area of research this year, Spencer Stuart found that many of 136 the top 200 U.S. technology companies are refreshing their boards by bringing in a slate of younger, first-time directors: exactly half (68) of the New independent 136 new independent board members are serving on an outside publicly directors traded company board for the first time. The average age for these new independent directors is 56; by comparison, the current average age for tech boards is 62.

When it comes to the directors’ professional experience, though, top leaders still make up the largest percentage of new independent directors: We found that 36% of the new independent directors on tech boards are active and retired CEOs (and chairs, presidents and COOs). Other executives — including division or subsidiary presidents, or line and functional leaders — make up 27% of new independent tech board directors, the same percentage as executives with financial backgrounds (such as CFOs, treasurers, bankers and investment managers). % We’ve also begun looking at tech board directors’ industry backgrounds for the first time. Unsurprisingly for the tech industry, 52% of new outside 46 directors have experience in high tech or telecommunications. The next highest percentage of new directors — just 11% — have private equity or Companies adding investment management backgrounds. new directors — up from 42% in 2017 We’ve also taken a deeper dive into diversity, and we found that 27 (20%) of new independent directors are minorities. We also learned that women have generally made progress on tech boards over the years: the percentage of new independent board directors who are women is 37%, up from 23% three years ago but a slight decline from last year, when 38% of new independent board directors were female. Forty-seven percent of tech companies added at least one new female independent director, versus 48% in 2017.

2018 u.s. technology spencer stuart board index 1 introduction

While the class of new female independent directors declined slightly, the overall percentage of female tech board directors increased from 17% in 2017 to 18% in 2018. The percentage of tech boards with at least one female director also rose, from 83% in 2017 to 85% in 2018. As in past years, the S&P 500 has greater gender diversity than tech boards, with women making up 24% of directors on S&P boards.

% There is, however, a new element to be considered here: California 37 recently passed a law mandating that publicly traded companies must have at least one woman on the board by the end of 2019. (That number New female tech increases to two or three women by the end of 2021, depending on the board directors in 2018 — size of the board.) We will keep a close eye on California boards — and down from 38% in 2017 especially those in Silicon Valley — to see the effect of this ruling on gender diversity going forward.

Our research also found that tech boards tend to skew younger than S&P 500 boards, as the average age of technology company directors (62) is a year younger than the S&P 500 average (63). Also, 35% of tech boards have an average age of 59 or younger, compared with only 16% of S&P 500 boards.

Looking at board refreshment, the percentage of companies adding new independent directors grew from 42% in 2017 to 46% in 2018. Average director tenure has remained largely unchanged over the past few years, and the percentage of boards reporting mandatory retirement ages % dropped from 38% in 2017 to 33% the following year. (By comparison, 35 71% of S&P 500 boards report a mandatory retirement age.) Tech boards with These are just some of the trends in board composition, governance an average age of practices and director compensation that the 2018 U.S. Technology 59 or younger Spencer Stuart Board Index examines for the 200 top technology companies in the United States. Based on 2017 revenues, the companies in this index range in size from roughly $290 million to more than $230 billion, and they represent a broad swath of technology companies, including hardware manufacturers, software developers, network services and internet retail companies.

2018 u.s. technology spencer stuart board index 2 introduction

Highlights from the 2018 U.S. Technology Spencer Stuart Board Index »» Technology company boards range in size from four to 14 members, and they average 8.7 members. »» Thirty-seven percent of new independent tech board directors are women, down from 38% last year but up from 29% in 2016. The percentage of companies who added a new female independent director also dropped one percentage point from 2017 to 47% in 2018. Nevertheless, the percentage of boards with at least one woman director increased from 83% in 2017 to 85% in 2018, and the percentage of women among all directors increased by one 8.7 percentage point to 18% in 2018. »» Eighty-two percent of tech board directors are independent, compared Average number of with 85% of S&P 500 directors. members on tech boards »» Forty-six percent of tech companies added a new director in the 2018 proxy year, up from 42% in 2017. In total, 91 companies added 136 directors, compared with 2017, when 84 companies added 121 new directors. »» Of the 200 technology boards in our index, 72% separate the board chair and CEO roles (the same as 2017), compared with 50% of S&P 500 boards. Forty-nine percent of board chairs are independent. »» The average tenure for technology company board members is 8.1 years, down from 8.7 years in 2017 and identical to the S&P 500 average. »» Directors are elected annually on 64% of technology company boards, up one percentage point from in 2017. Ninety-two percent of % S&P 500 companies hold annual director elections. »» Fewer technology company boards report a mandatory retirement 33 age, 33% in 2018 versus 38% in 2017. By comparison, 71% of S&P 500 boards report a mandatory retirement age for directors. Among the Tech boards that report a technology companies that mandate director retirement, the average mandatory retirement age — age for stepping down is 74. down from 38% in 2017 »» Technology company directors receive average total compensation of $288,830, up 3% from 2017 ($281,597). Stock awards represent 64% of total per-director compensation for technology company directors, and cash fees represent 31%. Just 4% of director compensation comes in the form of stock options.

Editor’s Note The 2018 U.S. Technology Spencer Stuart Board Index examines 200 public technology companies in the United States, sorted into four groups based on revenue. The companies included in the index must have been publicly traded on one of the major stock exchanges (NYSE or NASDAQ). All data were culled from each company’s DEF14A proxy statement most recently filed with the U.S. Securities and Exchange Commission between July 1, 2017, and July 1, 2018, except where noted.

2018 u.s. technology spencer stuart board index 3 Board Composition

2018 S Average tenure Female representation 1 3 6 new independent % 8.1 directors at Representation years 1of women8 among all tech at technology company tech company directors in 2018 and S&P 500 boards 91 vs. % in 2017 companies 17 Tech boards with at least Separation of chair and CEO roles one female director 2018 85% % 2017 83% 72 Tech boards with at least of tech boards or one new independent female director % 2018 47% 50 Separate Combined % of S&P 500 boards 2017 48

Tech boards average 8.7 members »» The average technology company board has 8.7 members, roughly the same as last year. By comparison, S&P 500 boards average 10.8 members. »» Seventy percent of tech boards have nine or fewer members, up from 65% last year; only 25% of S&P 500 boards have fewer than 10 members. »» Technology boards have as few as four and as many as 14 members, while S&P 500 boards range in size from five to 18. The highest percentage (30%) of tech boards have eight members. »» Eighty-two percent of technology board directors are independent, compared with 85% of S&P 500 directors.

2018 u.s. technology spencer stuart board index 4 board composition

Tech 200 Board Size Distribution*

2018 2017 4 to 7 22% 24% 8 to 9 48% 42% 10 to 11 26% 28% 12 to 14 4% 8% * Figures may not total 100% due to rounding.

Average Age of Independent Directors Remains the Same »» The average age of independent directors on technology company boards is 62, remaining constant over the past several years. The average age of directors on S&P 500 boards is 63, up two years from 2017. »» The average age of new independent directors is 56. »» Thirty-five percent of technology boards have an average age of 59 or younger, up from 28% in 2017. That’s more than double the 16% of S&P 500 boards that have an average age of 59 or below.

85% of Boards Have at Least One Female Director, up from 83% »» The percentage of technology company boards with at least one female director rose from 83% in 2017 to 85% in 2018. This represents a year-over-year increase of only 2%, but builds on an 18% increase since 2014, when 72% of tech boards had at least one women director. Still, technology boards significantly trail the S&P 500 in female representation, as 99% of S&P 500 boards have at least one female director. »» Women represent 18% of the total number of directors on technology boards, up from 17% in 2017. By comparison, 24% of S&P 500 directors are women. »» Larger companies are more likely to have women on their boards than smaller companies.

Boards with Female Directors

Technology 200 Tech 200 S&P 500 >$5B $1B to $5B $500M to $1B < $500M 2018 85% 99% 100% 92% 68% 68% 2017 83% 99% 85% 80% 86% 80%

10% rise in Tech Companies Adding New Independent Directors »» Forty-six percent of the technology companies in our index added a new independent director in 2018, up from 42% in 2017. In total, 91 companies added 136 independent directors. »» Thirty-seven percent of the new directors are women, down from 38% last year. While this is a slight year-to-year decrease, the longer-term trend is toward more female new directors — just 23% of new directors were women in 2015. Forty-seven percent of technology boards that welcomed a new independent director added at least one woman, down from 48% in 2017.

2018 u.s. technology spencer stuart board index 5 board composition

More than one-third of New Directors are Current or Former CEOs »» Thirty-six percent of new outside directors are current or former CEOs, board chairs, presidents or COOs. Twenty-seven percent of new directors are other corporate executives, such as division and subsidiary presidents, and line and functional leaders, or executives with financial backgrounds. »» The majority of new outside directors (52%) have technology or telecommunications backgrounds, while 11% of directors have backgrounds in private equity or investment management. »» Exactly half (68 out of 136) of new directors are first-time public company board members. »» Twenty percent of new board directors are minorities. Broken down further, 13% are Asian, 7% are African-American and 1% are Hispanic.

MAJORITY of Tech Boards SeparatE the Chair and CEO roles »» Of the 200 technology boards in our index, 144 (72%) separate the chair and CEO roles, the same percentage as 2017. Half of S&P 500 boards split the roles. »» Among the 200 tech boards, just under half, 97 (49%), have an independent chair.

Percentage of Boards Separating the Chair and CEO Roles

Technology 200 Tech 200 S&P 500 >$5B $1B to $5B $500M to $1B < $500M 2018 72% 50% 67% 72% 74% 79% 2017 72% 51% 79% 70% 65% 85%

Just over half of boards have a Lead or Presiding Director »» Forty-nine percent of technology companies in our index have a lead or presiding director, compared with 47% in 2017. By comparison, 80% of S&P 500 companies have identified a lead or presiding director. »» Seventeen boards do not have an independent board leadership role (neither an independent chair nor lead/presiding director).

Companies with a Lead or Presiding Director

Technology 200 Tech 200 S&P 500 >$5B $1B to $5B $500M to $1B < $500M 2018 49% 80% 79% 49% 30% 37% 2017 47% 84% 54% 43% 53% 35%

2018 u.s. technology spencer stuart board index 6 board composition

Average Length of Tenure Dropped to just over 8 years »» The tenure for technology company board members averages 8.1 years (down from 8.7 years in 2017), the same length as the S&P 500 average. »» The percentage of tech company directors with fewer than five years on the board dropped from 46% in 2017 to 30% in 2018. More than half (51%) of tech board directors have served six to 10 years.

Average Tenure (in Years)

Technology 200 Tech 200 S&P 500 >$5B $1B to $5B $500M to $1B < $500M 2018 8.1 8.1 7.7 8.2 8.6 7.3 2017 8.7 8.2 8.1 8.9 9.0 8.7

Average Board Tenure (by Group)*

5 years or less 6 to 10 years 11 to 15 years More than 15 years 2018 30% 51% 17% 3% 2017 46% 22% 17% 16% * Figures may not total 100% due to rounding.

2018 u.s. technology spencer stuart board index 7 Board Organization and Process

2018 S Board meetings Average retirement age % 55 years old of technology 74 company boards in 2018 Average number held 4 to 7 7.9 of meetings years old in 2017 meetings 73 Mandatory Annual director elections retirement % % 64 92% 33 of tech boards Technology S&P % boards boards 71of S&P 500 boards

Tech Boards Averaged Roughly 8 Meetings »» Tech boards held an average of 7.9 annual meetings, virtually identical to the S&P 500 board average. »» Technology company boards met as few as four times and as many times as 28. »» The majority of tech boards (55%) held between four and seven meetings in 2018.

Meeting Distribution*

2018 2017 4 to 7 55% 56% 8 to 10 27% 21% 11 to 13 12% 10% 14 & up 7% 13% * Figures may not total 100% due to rounding.

2018 u.s. technology spencer stuart board index 8 board organization and process

Almost 2/3 of boards have annual director elections »» Sixty-four percent of technology company boards elect directors annually, virtually identical to the 2017 figure of 63%. By comparison, 92% of S&P 500 companies have annual director elections. The remaining companies have three-year terms.

Percentage of Boards reporting a Mandatory Retirement Age Drops 13%1 »» The percentage of technology company boards reporting a retirement age policy dropped from 38% in 2017 to 33% in 2018. S&P 500 boards are much more likely to have a mandatory retirement age, with 71% disclosing a retirement age policy. »» Among the technology companies that have a mandatory retirement age, the average age is 74 — virtually identical to the S&P 500 average and one year older than the tech board average age in 2017. »» More than half (53%) of the tech boards with mandatory retirement ages set it at 75 or older, compared with 44% of S&P 500 boards. Another 36% set the retirement age at 72 and 11% set the age at 70. »» The youngest mandatory retirement age is 70, and the oldest is 85.

Mandatory Retirement Age*

Tech 200 S&P 500 70 11% 3% 71 0% 1% 72 36% 43% 73 0% 4% 74 0% 6% 75 or older 53% 44% * Figures may not total 100% due to rounding.

The Great Majority of Boards Perform an Annual Evaluation »» Eighty-seven percent of boards perform some form of evaluation. The scope of the evaluations varies, and can include the following: ––Full board and committees: 56% ––Full board, committees and director: 25% ––Full board: 12% ––Full board and director: 6%

1 Retirement age policies were derived from each company’s corporate governance guidelines.

2018 u.s. technology spencer stuart board index 9 board organization and process

Tech Boards Average Fewer than Four Board Committees »» Technology boards in our index have 3.5 committees on average. By comparison, S&P boards average 4.2 committees. »» Other than the three core committees — audit, compensation and nominating/governance — the executive, finance and strategy committees are the most common on technology company boards. »» Twelve percent of technology company boards have an executive committee, 9% have a finance committee and 5% have a strategy committee. By comparison, 30% of S&P 500 boards have an executive committee, 31% have a finance committee and only 2% have a strategy committee.

Committee Snapshot

Tech boards S&P 500 boards Audit committee 100% 100% Compensation committee 100% 99.8% Nominating/governance committee 99% 99.4% Executive committee 12% 30% Finance committee 9% 31% Science & technology committee 6% 9% Strategy 5% 2% M&A 5% 1% Risk 5% 12% Compliance/regulatory 1% 4.5%

Audit Committees Met an Average of Eight Times »» Technology board audit committees met eight times on average, and the number of meetings ranged from one to 43. »» Compensation committees met an average of 6.3 times, with a range from zero to 16 meetings. »» Technology board nominating/governance committees met four times on average, and the number of meetings ranged from zero to 13.

2018 u.s. technology spencer stuart board index 10 Director Compensation

2018 S * Average compensation Breakdown 64% $288,830 in 2018 31% % 2.6% increase vs. 2017 4 Stock Cash Stock in 2017 $281,597 options fees awards % 3.4 increase vs. 2016 * Remaining 1% is “other” compensation.

Stock awards Cash retainer % $63,373 64of tech boards 3% % increase 56of S&P 500 boards vs. 2017 Director Compensation Rises 3%, Nears S&P 500 Average »» Technology company directors received average total compensation of $288,830, a 2.6% increase over the 2017 average of $281,597. »» Total per-director compensation for the S&P 500 averaged $298,981, 3.5% higher than the technology company average (and a 3.5% increase over 2017). The $348,780 average for directors of technology companies with revenue of more than $5 billion is 17% higher than the S&P 500 average. »» Per-director compensation can vary significantly from year to year, and average compensation drops as the company’s revenue shrinks. »» Average compensation for board directors of the smallest companies in our index (with revenue of $500 million or less) increased by 10% between 2017 and 2018 — far higher than the increases in average compensation for directors of larger companies.

2018 u.s. technology spencer stuart board index 11 director compensation

Average Total Per-Director Compensation*

Technology 200 Tech 200 >$5B $1B to $5B $500M to $1B < $500M 2018 $288,830 $348,780 $288,625 $242,879 $238,515 2017 $281,597 $341,365 $282,367 $242,075 $217,713 * Average total per-director compensation includes all board and committee retainers and meeting fees, supplemental non-executive chairman and lead/presiding director fees, the value of equity compensation and all other compensation paid in fiscal year 2018. Excludes directors who received compensation for partial-year board service.

Stock Awards Represent Nearly 2/3 of Director Compensation »» Stock awards make up 64% of total per-director compensation for technology company directors, compared with 56% of average compensation for S&P 500 directors. Another 4% of compensation is in the form of stock options, the same for S&P 500 directors. »» Cash fees represent 31% of compensation for technology company directors on average, but 38% of average compensation for S&P 500 directors. »» Smaller companies tend to rely more on stock options as a percentage of compensation. »» Mid-size companies (with revenue between $500 million and $1 billion) paid 9% of compensation in options on average, the highest of any revenue group. »» Thirty-two percent of technology boards offer deferred compensation plans to directors (35% in 2017), compared with 72% of S&P 500 companies.

Percentage of Compensation by Categories*

Technology 200 Tech 200 S&P 500 >$5B $1B to $5B $500M to $1B < $500M Stock awards 64% 56% 65% 65% 60% 67% Paid in cash 31% 38% 31% 31% 31% 28% Options 4% 4% 2% 3% 9% 5% Other 1% 2% 1% 1% 0% 0% * Figures may not total 100% due to rounding.

2018 u.s. technology spencer stuart board index 12 director compensation

Average Cash Retainer Rises 3% »» The average annual cash retainer for tech company directors increased from $61,304 in 2017 to $63,373. »» Ninety-six percent of tech companies pay a cash retainer. Of that group, 58% pay a retainer of at least $50,000, down from 77% in 2017.

Average Annual Cash Retainer

Technology 200 Tech 200 >$5B $1B to $5B $500M to $1B < $500M 2018 $63,373 $80,939 $64,263 $55,735 $44,316 2017* $61,304 $67,265 $61,753 $59,000 $52,647 * Data was not available for 10 companies.

Tech Boards Simplify Compensation Structure »» Board fees are being eliminated in favor of a simplified all-in retainer, so meeting attendance is expected of board members. That’s why fewer boards are “rewarding” directors for attending meetings: Eleven percent of technology boards report they provide meeting attendance fees, down from 13% in 2017 and 27% five years ago. Ten percent of S&P 500 boards provide meeting attendance fees. »» The average tech board meeting attendance fee is $2,200, but that excludes one company’s disproportionately large payment. With that fee included, the average meeting fee rises to $3,881.

Boards That Provide Meeting Attendance Fees

Technology 200 Tech 200 S&P 500 >$5B $1B to $5B $500M to $1B < $500M Percent providing meeting 11% 10% 7% 12% 13% 5% attendance fees Average board meeting fee $2,200* $2,190 $2,333 $2,100 $2,000* $4,000 * Average Tech 200 board meeting fee omits one company’s disproportionately large payment; with that fee included, average rises to $3,881. The outlier is in $500M to $1B revenue band; with that payment included, revenue band average rises to $7,071.

Fewer than Half of Tech Boards Compensate Lead/Presiding Directors »» Forty-one percent of tech boards provide additional compensation to lead/presiding director, up from 39% in 2017. »» The average cash payment for technology company board lead/presiding directors is $29,006, up 1% over the 2017 average of $28,840. »» Ninety-two percent of boards with an independent chair pay an equity and cash premium to the chair, roughly the same percentage as S&P 500 boards. »» On average, the independent chair receives premium cash compensation of $75,235.

2018 u.s. technology spencer stuart board index 13 director compensation

More than 90% of Boards Compensate Audit Committee Chairs »» Of the 200 technology boards in our index, 95% provide an additional cash retainer to the audit committee chair, and the average payment is $26,587. »» Seventy-three percent of tech company boards provide an additional retainer to audit committee members, averaging $13,105. Sixty-eight percent pay a retainer to members of the compensation committee, and 65% pay members of the governance committee. »» Audit committee meeting attendance fees are far less common than retainers: 10% of technology boards provide audit committee meeting fees, down from 13% in 2017, and none pays a fee to audit committee chairs.

Committee Retainers

% of boards that Average make this payment Audit Committee Chair Cash retainer $26,587 95% Meeting attendance fee – 0 Audit Committee Members Cash retainer $13,105 73% Meeting attendance fee $1,725 10%

Annual Equity Awards Top $180,000 »» The average value of annual equity awards for tech boards is $182,883. »» Technology company boards are most likely to include restricted stock or restricted stock units to directors in the equity compensation mix: 95% percent of tech boards provide this form of equity compensation. »» Only 12% of boards have a stock option program that provides options when directors join the board, as part of annual director compensation or both. »» Among the companies that provide option grants to directors annually, the average value of these grants increased from the previous year by 20% to $115,449.

Annual Equity Awards

Technology 200 Tech 200 >$5B $1B to $5B $500M to $1B < $500M Percentage providing restricted stock or 95% 100% 94% 89% 100% restricted stock units Average value of restricted stock $161,164 $186,731 $184,999 $120,370 $127,156 Average value of restricted stock units $187,386 $215,442 $193,907 $164,104 $150,720 Percentage of companies with a stock 12% 10% 9% 13% 21% option program Average value of options $115,449 $98,750 $82,808 $187,627 $71,119 Total value of annual equity awards $182,883 $215,960 $192,535 $166,531 $158,251

2018 u.s. technology spencer stuart board index 14 number of independent Percentage of directors directors total compensation

MEETINGS PER YEARª COMPENSATION PER

A RETIREMENT AGE

VERAGE TENURE NON-EMPLOYEE INDEPENDENT DIRECTOR ($) independent board chair A premium ($)

VERAGE AGE

DIRECTORS CHAIR/CEO all other SEPARATE A OPTIONS

Women (years) VERAGE

TOTAL STOCK

CASH

b

Comparative Board Data

Methodology:

The 2018 U.S. Technology Spencer Stuart Board Index examines 200 public technology companies in the United States, sorted into four groups based on revenue. The companies included in the index were publicly traded on one of the major stock exhanges (NYSE or NASDAQ). All data were culled from each company’s DEF14A proxy statement most recently filed with the U.S. Securities and Exchange Commission between July 1, 2017, and July 1, 2018, except where noted.

2018 u.s. technology spencer stuart board index 15 Comparative Board Data number of independent Percentage of directors directors total compensation

MEETINGS PER YEARª COMPENSATION PER

A RETIREMENT AGE

VERAGE TENURE NON-EMPLOYEE INDEPENDENT DIRECTOR ($) independent board chair A premium ($)

VERAGE AGE

DIRECTORS CHAIR/CEO all other SEPARATE A OPTIONS

Women (years) VERAGE

TOTAL STOCK

CASH

b

>$5 Billion Activision Blizzard 10 8 2 Y 64 7 - 8 377,997 - 34% 66% 0% 0% Adobe Systems 10 9 2 N 66 16 - 4 349,530 - 25% 75% 0% 0% 9 7 2 Y 58 4 72 6 327,635 129,500 37% 63% 0% 0% Alphabet 11 6 2 Y 65 12 - 5 431,210 - 18% 82% 0% 0% Amazon.com 9 8 3 N 65 10 - 6 288,000 - 0% 100% 0% 0% Amphenol Corporation 10 8 2 Y 69 11 72 7 244,041 100,000 43% 57% 0% 0% 9 7 1 Y 63 8 - 10 297,369 - 32% 67% 1% 0% Apple 8 7 2 Y 65 9 75 4 397,655 200,000 36% 63% 0% 1% 10 9 2 Y 58 7 70 5 338,649 150,000 34% 66% 0% 0% Arris 10 8 2 Y 61 6 - 9 256,658 - 38% 62% 0% 0% Cerner Corporation 8 6 2 N 69 11 75 4 373,158 - 23% 77% 0% 0% 11 10 4 N 59 12 70 7 328,635 - 35% 65% 0% 0% Cognizant Technology 11 10 2 Y 63 6 - 9 388,556 150,000 33% 64% 3% 0% Solutions Corporation Technologies 6 3 1 N 63 2 72 4 316,667 - 28% 36% 36% 0% DXC Technology Company 10 9 2 N 57 1 72 8 310,879 - 37% 63% 0% 0% eBay 13 11 4 Y 56 7 - 4 341,154 200,000 33% 67% 0% 0% Facebook 9 7 2 N 56 7 70 5 367,151 - 19% 81% 0% 0% Fidelity National Information Services 8 7 3 N 68 8 77 5 376,087 - 49% 25% 25% 1% Fortive Corporation 7 4 1 Y 53 2 - 10 307,440 185,000 40% 41% 19% 0% Harris Corporation 12 11 1 N 67 11 72 10 263,901 - 46% 53% 0% 1% Hewlett Packard Enterprise Company 13 10 5 Y 61 3 - 13 358,434 200,000 35% 65% 0% 0% HP 10 9 4 Y 60 4 - 6 311,113 200,000 32% 59% 9% 0% Corporation 10 8 2 Y 56 4 72 6 329,543 - 37% 63% 0% 0% International Business 13 12 3 N 65 8 72 9 369,839 - 77% 0% 0% 23% Machines Corporation Intuit 10 8 3 Y 55 5 75 4 366,723 - 18% 82% 0% 0% Jabil 9 7 2 Y 60 11 - 6 304,903 - 31% 69% 0% 0% Juniper Networks 9 7 1 Y 63 8 75 9 362,035 75,000 27% 73% 0% 0% Corporation 10 8 2 Y 60 6 75 6 318,169 - 33% 64% 0% 3% 7 6 1 Y 63 10 75 5 388,341 150,000 36% 64% 0% 0% Corporation 14 12 4 Y 59 5 75 6 377,222 350,000 37% 63% 0% 0% Motorola Solutions 9 8 2 N 61 6 72 5 295,566 - 25% 75% 0% 0% NCR Corporation 9 7 2 N 60 7 - 7 340,236 - 12% 88% 0% 0% NetApp 8 7 1 Y 66 8 - 6 359,265 75,000 27% 73% 0% 0% Corporation 11 10 2 Y 64 13 - 5 359,066 - 21% 79% 0% 0% 12 8 3 Y 69 13 - 4 602,594 - 23% 77% 0% 0% PayPal Holdings 11 9 3 Y 56 2 - 8 385,417 - 32% 68% 0% 0% 11 9 2 Y 62 5 - 10 358,000 - 36% 59% 0% 5% salesforce.com 12 10 3 N 66 8 - 6 608,406 - 11% 89% 0% 0% 11 9 2 Y 66 10 - 6 361,926 - 10% 85% 0% 5% 12 10 4 N 60 8 70 9 283,677 - 30% 37% 32% 1% Corporation 8 7 2 Y 63 12 72 9 344,039 150,000 32% 68% 0% 0% Windstream Holdings 9 8 2 Y 63 6 72 13 229,148 100,000 54% 46% 0% 0%

2018 u.s. technology spencer stuart board index 16 Comparative Board Data number of independent Percentage of number of independent Percentage of directors directors total compensation directors directors total compensation

MEETINGS PER YEARª COMPENSATION PER MEETINGS PER YEARª COMPENSATION PER

A A RETIREMENT AGE RETIREMENT AGE

VERAGE TENURE NON-EMPLOYEE VERAGE TENURE NON-EMPLOYEE INDEPENDENT INDEPENDENT DIRECTOR ($) independent DIRECTOR ($) independent board chair board chair A premium ($) A premium ($)

VERAGE AGE VERAGE AGE

DIRECTORS CHAIR/CEO DIRECTORS CHAIR/CEO all other all other SEPARATE SEPARATE A A OPTIONS OPTIONS

Women Women (years) VERAGE (years) VERAGE

TOTAL TOTAL STOCK STOCK

CASH CASH

b b

$1 Billion to $5 Billion ACI Worldwide 8 7 2 Y 62 3 - 10 332,893 100,000 25% 75% 0% 0% Agilent Technologies 10 9 2 Y 64 7 75 6 327,314 155,000 37% 63% 0% 0% Akamai Technologies 12 9 3 Y 64 7 - 8 321,506 40,000 27% 73% 0% 0% Allscripts Healthcare Solutions 8 7 1 Y 60 3 72 14 305,976 100,000 35% 65% 0% 0% AMETEK 8 7 3 N 64 10 75 8 302,075 - 32% 62% 0% 6% Amkor Technology 10 6 2 Y 62 7 - 5 249,572 - 38% 16% 46% 0% Ansys 8 6 1 Y 59 6 75 7 362,022 - 17% 83% 0% 0% Arista Networks 7 5 2 Y 58 4 - 5 291,811 - 33% 67% 0% 0% athenahealth 10 8 2 Y 58 7 - 28 307,022 50,000 28% 72% 0% 0% Autodesk 8 7 4 Y 57 8 - 10 342,138 65,000 27% 73% 0% 0% Benchmark 8 7 0 Y 62 6 72 4 247,569 65,000 39% 61% 0% 0% Black Knight 8 5 0 Y 59 4 - 4 239,970 - 48% 52% 0% 0% Bruker Corporation 11 10 2 N 62 8 - 4 170,395 - 41% 59% 0% 0% CA 10 9 2 Y 63 7 75 12 342,381 100,000 24% 76% 0% 0% CACI International 10 8 0 Y 72 15 - 11 254,069 - 51% 49% 0% 0% 9 8 2 Y 64 12 - 9 325,999 130,000 43% 54% 0% 3% CDK Global 10 9 2 Y 57 4 72 9 268,702 150,000 38% 62% 0% 0% Ciena Corporation 10 8 2 Y 65 13 - 10 284,983 - 26% 67% 0% 7% Cirrus Logic 7 6 1 Y 60 6 75 10 273,548 15,000 31% 69% 0% 0% Citrix Systems 8 6 1 Y 57 6 - 12 404,037 - 38% 62% 0% 0% Coherent 7 6 2 Y 62 9 72 5 322,205 50,000 26% 74% 0% 0% Commscope Holding Company 9 7 1 Y 66 5 - 8 252,596 - 34% 66% 0% 0% Corelogic 11 10 3 Y 65 11 - 8 249,838 100,000 46% 54% 0% 0% Cree 8 7 1 N 57 7 - 11 241,379 - 35% 65% 0% 0% Corporation 9 7 2 Y 61 4 - 4 274,989 30,000 27% 73% 0% 0% Diebold Nixdorf 11 9 1 Y 67 10 72 6 257,515 100,000 39% 58% 0% 3% Dolby Laboratories 9 7 1 Y 60 10 - 7 325,018 50,000 23% 77% 0% 0% DST Systemse 8 7 1 N 63 3 75 11 242,348 - 25% 75% 0% 0% EchoStar Corporation 8 4 0 Y 67 8 - 6 162,791 - 42% 0% 58% 0% Electronic Arts 9 8 2 Y 58 10 72 5 350,201 - 24% 74% 0% 2% Entegris 8 7 1 Y 61 9 75 5 213,203 50,000 41% 59% 0% 0% Equinix 8 7 1 N 62 10 75 12 340,398 - 27% 73% 0% 0% F5 Networks 10 8 2 Y 61 9 - 11 353,892 100,000 29% 71% 0% 0% Finisar Corporation 7 6 1 N 66 9 - 9 331,582 - 24% 76% 0% 0% First Solar 10 8 2 Y 60 8 - 5 281,614 75,000 40% 60% 0% 0% FLIR Systems 11 9 2 Y 66 11 75 8 254,582 - 41% 30% 29% 0% Fortinet 8 6 1 N 64 5 - 16 274,913 - 18% 82% 0% 0% GoPro 7 5 2 N 62 3 - 16 312,587 - 20% 40% 40% 0% IAC/InterActiveCorp 12 8 2 Y 59 11 - 5 308,850 - 19% 81% 0% 0% Illumina 9 7 3 Y 61 4 - 6 615,395 - 13% 87% 0% 0% IPG Photonics Corporation 9 6 1 N 65 8 72 6 318,380 - 22% 52% 26% 0% Iron Mountain 11 10 3 Y 63 9 75 8 244,947 125,000 44% 55% 0% 1%

2018 u.s. technology spencer stuart board index 17 Comparative Board Data number of independent Percentage of directors directors total compensation

MEETINGS PER YEARª COMPENSATION PER

A RETIREMENT AGE

VERAGE TENURE NON-EMPLOYEE INDEPENDENT DIRECTOR ($) independent board chair A premium ($)

VERAGE AGE

DIRECTORS CHAIR/CEO all other SEPARATE A OPTIONS

Women (years) VERAGE

TOTAL STOCK

CASH

b

Itron 9 8 2 Y 59 5 70 16 179,710 85,000 49% 51% 0% 0% Jack Henry & Associates 9 7 3 Y 57 7 70 9 235,258 - 43% 57% 0% 0% Keysight Technologies 8 7 1 Y 65 4 75 8 304,884 155,000 40% 60% 0% 0% KLA-Tencor Corporation 10 9 1 Y 66 10 75 5 287,891 80,000 41% 57% 0% 2% Liberty TripAdvisor Holdings 6 4 0 N 69 4 - 4 158,950 - 32% 0% 68% 0% LogMeIn 9 7 1 Y 59 5 70 8 490,950 - 14% 86% 0% 0% Maxim Integrated Products 8 7 2 Y 64 10 - 9 301,157 60,000 28% 72% 0% 0% 5 4 1 N 70 16 - 6 160,381 - 50% 50% 0% 0% Microsemi Corporation 9 8 1 N 66 11 75 11 292,745 - 35% 65% 0% 0% MKS Instruments 8 7 2 Y 68 18 - 4 247,280 60,000 35% 65% 0% 0% National Instruments Corporation 8 5 1 Y 64 10 72 6 205,436 - 37% 63% 0% 0% Netgear 9 8 3 N 59 10 72 6 256,120 - 22% 78% 0% 0% NetScout Systems 8 6 0 N 67 13 - 8 274,145 - 28% 51% 0% 21% Nuance Communications 8 7 2 Y 63 9 75 7 339,976 - 26% 74% 0% 0% On Semiconductor Corporation 9 8 1 Y 62 8 - 8 309,095 100,000 34% 66% 0% 0% Palo Alto Networks 11 9 1 N 58 6 - 8 303,912 - 0% 100% 0% 0% Pitney Bowes 11 10 4 Y 67 13 72 10 219,739 100,000 50% 45% 0% 5% Plexus Corporation 10 8 1 Y 62 9 72 6 224,579 - 40% 60% 0% 0% PTC 8 7 2 Y 65 9 - 5 360,579 115,000 29% 71% 0% 0% Red Hat 8 7 2 Y 61 8 75 11 324,400 60,000 20% 80% 0% 0% ServiceNow 9 7 2 Y 55 4 - 6 384,784 - 16% 84% 0% 0% Shutterfly 10 9 4 Y 58 3 - 8 232,070 - 4% 96% 0% 0% Skyworks Solutions 9 7 1 Y 63 14 - 6 300,609 - 32% 68% 0% 0% Square 11 10 3 N 55 4 - 5 275,618 - 6% 94% 0% 0% SS&C Technologies Holdings 7 5 1 N 60 5 - 4 60,887 - 62% 0% 38% 0% Symantec Corporation 11 10 3 Y 58 11 - 14 353,548 100,000 21% 79% 0% 0% 8 7 0 Y 65 18 - 9 258,814 50,000 31% 47% 22% 0% 9 7 2 N 64 12 72 6 313,747 - 44% 56% 0% 0% Take-Two Interactive Software 7 6 2 N 58 8 - 11 327,000 - 36% 64% 0% 0% Teledyne Technologies 10 9 2 N 71 12 75 7 227,778 - 52% 48% 0% 0% Teradata Corporation 10 9 1 Y 64 7 - 7 353,365 100,000 19% 81% 0% 0% Teradyne 8 7 2 Y 66 10 - 4 261,430 55,000 33% 67% 0% 0% Trimble 8 7 2 Y 58 7 75 7 337,003 - 18% 82% 0% 0% TTM Technologies 10 8 1 Y 65 11 72 7 210,330 80,000 42% 58% 0% 0% Twitter 9 7 3 Y 52 4 - 6 294,167 - 33% 67% 0% 0% Unisys Corporation 9 8 3 N 63 5 72 5 237,791 - 37% 63% 0% 0% VeriFone Systems 10 9 2 Y 59 6 - 7 265,302 100,000 36% 64% 0% 0% Verint Systems 7 6 1 N 63 6 - 11 264,919 - 25% 75% 0% 0% Verisign 7 6 2 N 69 11 - 6 334,093 - 25% 75% 0% 0% ViaSat 9 6 1 N 75 18 - 7 327,190 - 26% 37% 37% 0% 10 6 1 Y 72 9 75 5 249,448 - 37% 63% 0% 0% Workday 10 7 1 Y 57 6 - 4 371,510 - 99% 0% 0% 1% 11 10 2 Y 62 6 - 6 283,942 65,000 31% 69% 0% 0% Zebra Technologies Corporation 8 7 1 Y 63 11 - 7 270,082 50,000 35% 65% 0% 0%

2018 u.s. technology spencer stuart board index 18 Comparative Board Data number of independent Percentage of number of independent Percentage of directors directors total compensation directors directors total compensation

MEETINGS PER YEARª COMPENSATION PER MEETINGS PER YEARª COMPENSATION PER

A A RETIREMENT AGE RETIREMENT AGE

VERAGE TENURE NON-EMPLOYEE VERAGE TENURE NON-EMPLOYEE INDEPENDENT INDEPENDENT DIRECTOR ($) independent DIRECTOR ($) independent board chair board chair A premium ($) A premium ($)

VERAGE AGE VERAGE AGE

DIRECTORS CHAIR/CEO DIRECTORS CHAIR/CEO all other all other SEPARATE SEPARATE A A OPTIONS OPTIONS

Women Women (years) VERAGE (years) VERAGE

TOTAL TOTAL STOCK STOCK

CASH CASH

b b

$500 Million to $1 Billion 3D Systems Corporation 11 8 0 Y 65 10 - 15 226,419 250,000 52% 48% 0% 0% Adtran 8 7 2 N 58 9 - 7 185,354 - 51% 49% 0% 0% Avid Technology 9 8 3 Y 56 8 75 6 193,007 50,000 41% 59% 0% 0% Blackbaud 8 7 2 Y 66 8 - 5 319,356 50,000 26% 73% 0% 1% Brooks Automation 10 9 2 Y 68 12 -c 9 199,462 40,000 53% 47% 0% 0% Cabot Microelectronics Corporation 7 5 2 Y 64 5 72d 6 306,529 - 37% 31% 31% 1% Caviumf 6 5 0 N 59 5 75 10 309,870 - 22% 78% 0% 0% Cision 7 6 0 Y 48 1 - 4 174,518 - 20% 80% 0% 0% Commvault Systems 10 8 0 N 60 14 - 5 280,147 - 26% 74% 0% 0% Comtech Telecommunications Corp. 6 5 0 N 76 10 - 13 194,500 - 38% 62% 0% 0% Costar Group 8 7 1 Y 64 14 - 5 253,901 70,000 24% 76% 0% 0% 8 7 2 Y 62 9 - 13 186,154 40,000 33% 52% 14% 1% CSG Systems International 9 8 1 Y 66 13 - 5 202,660 50,000 43% 57% 0% 0% Daktronics 8 7 1 N 70 17 - 6 94,561 - 42% 32% 26% 0% Diodes 7 6 1 Y 69 13 75 4 205,197 - 44% 56% 0% 0% Electronics For Imaging 6 5 0 Y 67 15 - 17 83,842 30,000 93% 7% 0% 0% Extreme Networks 6 5 1 Y 67 9 - 14 197,563 50,000 39% 61% 0% 0% FireEye 6 5 1 Y 58 4 - 16 260,203 45,000 16% 84% 0% 0% Guidewire Software 7 6 0 Y 59 6 - 13 258,229 50,000 29% 71% 0% 0% II-VI 7 5 0 Y 59 9 75 6 248,187 - 36% 32% 32% 0% Infinera Corporation 8 6 0 Y 60 6 - 6 249,356 50,000 33% 67% 0% 0% Integrated Device Technology 7 6 1 Y 58 6 - 8 225,419 30,000 33% 67% 0% 0% InterDigital 9 8 2 Y 55 5 - 10 223,050 50,000 33% 67% 0% 0% KEMET Corporation 9 8 2 Y 67 10 - 5 256,564 35,000 35% 65% 0% 0% Macom Technology Solutions Holdings 8 5 1 N 61 4 - 10 221,436 - 29% 71% 0% 0% Manhattan Associates 8 7 1 Y 59 9 - 5 256,840 100,000 34% 66% 0% 0% Methode Electronics 8 7 2 Y 64 12 - 12 190,196 - 46% 54% 0% 0% MicroStrategy 6 5 1 N 56 7 - 4 570,535 - 35% 0% 64% 1% Oclaro 8 7 2 Y 61 6 - 13 182,343 51,000 35% 65% 0% 0% Pegasystems 7 6 2 N 67 10 - 8 194,500 - 36% 64% 0% 0% Plantronics 8 7 0 Y 62 11 - 11 239,070 40,000 36% 63% 0% 1% Pure Storage 9 6 1 Y 54 4 - 5 231,305 - 14% 86% 0% 0% Quality Systems 9 8 1 Y 62 11 - 10 293,860 80,000 45% 55% 0% 0% Quantum Corporationg 7 7 0 Y 59 2 - 19 102,357 25,000 63% 37% 0% 0% RealPage 7 6 0 N 63 12 75 7 268,125 - 25% 75% 0% 0% Semtech Corporation 8 7 2 Y 68 14 - 9 194,987 50,000 33% 67% 0% 0% Silicon Laboratories 8 6 1 Y 56 9 75 9 275,506 75,000 25% 75% 0% 0% Splunk 10 8 3 Y 57 5 - 4 318,022 - 21% 79% 0% 0% Syntel 9 5 1 Y 67 9 - 7 215,185 - 45% 40% 0% 15% Tableau Software 10 6 2 Y 61 4 - 5 335,174 - 18% 82% 0% 0% The Ultimate Software Group 7 4 0 N 63 12 - 4 393,892 - 0% 100% 0% 0% TiVo Corporation 8 7 0 Y 63 8 - 10 226,053 50,000 23% 77% 0% 0% Tyler Technologies 8 5 1 N 66 8 - 4 314,193 - 14% 0% 86% 0%

2018 u.s. technology spencer stuart board index 19 Comparative Board Data number of independent Percentage of directors directors total compensation

MEETINGS PER YEARª COMPENSATION PER

A RETIREMENT AGE

VERAGE TENURE NON-EMPLOYEE INDEPENDENT DIRECTOR ($) independent board chair A premium ($)

VERAGE AGE

DIRECTORS CHAIR/CEO all other SEPARATE A OPTIONS

Women (years) VERAGE

TOTAL STOCK

CASH

b

Ubiquiti Networks 4 3 0 N 53 4 - 5 159,425 - 100% 0% 0% 0% Ultra Clean Holdings 7 5 2 Y 59 8 - 13 237,204 30,000 29% 71% 0% 0% Universal Electronics 7 6 0 N 68 16 - 6 382,425 - 12% 88% 0% 0% Veeva Systems 7 6 0 Y 58 5 - 6 237,462 50,000 21% 79% 0% 0% Viavi Solutions 8 7 1 Y 59 6 - 12 309,189 75,000 30% 70% 0% 0% VOXX International Corporation 7 3 1 Y 68 7 - 7 63,500 - 100% 0% 0% 0% Web.com Group 8 7 1 N 64 9 - 7 253,857 - 28% 72% 0% 0% Yelp 8 6 2 Y 53 8 - 5 161,320 20,000 2% 16% 82% 0% Zillow Group 8 5 1 Y 51 11 - 4 358,333 - 0% 0% 100% 0% Zynga 8 5 4 Y 60 3 - 6 415,970 - 31% 69% 0% 0%

< $500 Million Advanced Energy Industries 7 6 0 Y 62 7 - 11 518,573 50,000 14% 86% 0% 0% Aspen Technology 7 6 1 Y 65 12 - 9 308,265 75,000 49% 32% 19% 0% Blucora 8 7 2 Y 55 2 - 9 262,907 35,000 14% 80% 6% 0% Bottomline Technologies 8 7 1 Y 56 7 - 9 135,798 90,000 28% 72% 0% 0% Box 8 5 1 N 56 8 - 9 226,024 - 22% 45% 33% 0% Calix 10 9 2 Y 58 5 - 7 179,368 - 29% 71% 0% 0% Cornerstone Ondemand 10 9 2 Y 52 3 - 15 281,385 - 23% 77% 0% 0% Harmonic 7 6 2 Y 61 9 - 7 183,502 40,000 35% 65% 0% 0% Corp 8 8 1 Y 62 3 75 8 187,856 30,000 36% 64% 0% 0% Medidata Solutions 7 5 0 N 60 11 - 7 316,023 - 24% 76% 0% 0% NeoPhotonics Corporation 7 6 0 N 56 7 - 10 123,455 - 41% 34% 25% 0% Novanta 8 6 0 Y 63 6 - 5 155,015 125,000 50% 50% 0% 0% Photronics 7 4 0 Y 69 21 - 7 237,150 - 43% 57% 0% 0% Progress Software Corporation 8 7 2 Y 55 5 85 19 296,884 50,000 33% 67% 0% 0% Proofpoint 9 8 2 Y 55 8 - 7 243,752 - 12% 88% 0% 0% Rambus 8 7 2 Y 64 8 - 12 233,189 25,000 22% 78% 0% 0% Synchronoss Technologiesh 6 4 0 Y 63 14 - 15 255,694 - 22% 47% 31% 0% Veeco Instruments 7 6 1 N 65 10 75 8 202,327 - 41% 59% 0% 0% VMware 8 5 1 Y 62 4 - 7 368,849 - 32% 68% 0% 0% a Includes regular, special and telephonic board meetings. b Total average compensation per non-employee director is based on non-employee director compensation tables included in proxy statements. The number includes all board and committee retainers and meeting fees, supplemental non-executive chairman and lead/presiding director fees, the value of equity compensation, and all other compensation paid in fiscal year 2017. c Inclined not to nominate a director at age 75. d General sense of 72. e Data from proxy dated March 24, 2017. f Data from proxy dated April 27, 2017. g Data from proxy dated June 22, 2017. h Data from proxy dated April 5, 2017.

2018 u.s. technology spencer stuart board index 20 Research and Insights

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