Who sits at the boardroom table? A look inside nonprofit boards 2

Executive Summary

From arts and culture to social justice, nonprofit organizations are diverse in their mission. However, one commonality unites nonprofits and even their commercial counterparts: Each is governed by a board of non- executive directors. These boards differ, though, as a function of the sector and of the type of organization within. Moreover, nonprofit boards pose different mandates than their commercial counterparts, with nonprofit board members providing governance oversight as well as facilitating financial and technical support for their organizations.

Our analysis of the board structure and composition of leading U.S.-based nonprofit organizations revealed the following key findings:

KEY FINDINGS CONSIDERATIONS

How do Nonprofit boards average 30 members and skew Re-examine board size (ranging from 12 nonprofit larger than their Fortune 500 peers, which have an to 68 members) considering the tradeoff boards operate average board size of 11 members. Only one-third between effectiveness/agility and diversity of nonprofit boards include the organization’s CEO, of skill set and funding sources; reassess who seldom has voting rights. policies regarding CEO participation as a way to inform decision making while ensuring board independence. Also review how well-structured board committees can focus directors’ interests and contributions and make full board meetings more effective and efficient.

Who’s at the A third of nonprofit board members are female, Ensure diversity across all parameters, boardroom which is significantly more than for Fortune 500 contextualize diversity efforts and pursue table companies, where only a fifth of board members are an approach to succession planning for female. However, racial diversity of nonprofit boards directors that recognizes organizational is comparatively low vs. that of commercial boards, needs, represents the community with an average of 13% of board seats taken by non- the organization serves and holds the white members as compared with 14% on Fortune organization accountable to getting there. 500 boards.

What experience The overwhelming majority of nonprofit board Balance individual skill set needs with the do board members are professionally employed, mostly pursuit of a well-rounded board in terms of members bring within the private sector (65% of board members). both industry and functional diversity. However, previous nonprofit experience is key: Eighty-four percent of board members have spent at least some of their career in the nonprofit sector. Financial services and academia account for the majority of employment in the private and nonprofit sectors, respectively. A third of board members have CEO experience, but few have CFO experience.

How engaged Members’ motivations for joining a nonprofit board When recruiting new board members, are board are predominantly altruistic—i.e., to serve the consider that—even if altruistic—board members organization and contribute to its success—but half members’ motivations to participate and of committee chairs are unsatisfied with member availability to do so don’t always pass the engagement. Nearly three-fourths of nonprofit test of time. Re-examine mandates for board members sit on at least one additional board, and assessments of active participation. with an average of four other board seats. Be vigilant to be sure that the board and board meetings are structured to produce efficient discussions and tangible, useful outcomes. 3

Introduction

Nonprofits play an essential role in the world’s social, political and financial landscape: They control more than $1.5 trillion in assets1 and are increasingly called upon to prompt social change. With their growing importance for society and the “spillover” of the governance debate from the private sector, nonprofit governance has become a topic of significant interest. However, not much data exists showing how board structure and composition vary among different types of nonprofit organizations.

We at Russell Reynolds Associates often receive requests from nonprofit organizations to help them better understand the range of approaches others take and to advise them on best practices. Our goal for this study is to provide data about current practices—broken down by type of nonprofit organization—rather than examine which practices are more or less effective. However, to provide some general guidance for nonprofits that are currently in a state of change, we have included recommendations based on our extensive experience and the governance practices of public boards. While nonprofits and for-profit entities have very different missions and objectives, director obligations share some overlaps; understanding where and when these occur (but also don’t occur) is important to take advantage of opportunities to share best practices.

We hope this report provides transparency, raises questions and informs a discussion about the range of choices nonprofit boards can make. Understanding the choices of others can offer a window into the range of possibilities.

Methodology: The findings presented in this publication are based on an analysis of the board of 84 leading2 U.S.-based nonprofit organizations, covering 2,302 board members in total (refer to Appendix 1 for additional information on our sample). To develop a comprehensive picture of the current status of nonprofit board governance, the assessment covered various types of U.S. nonprofit organizations, including private foundations, community foundations, domestic non-governmental organizations (dNGOs), international NGOs (iNGOs), museums and performing arts institutions. The mapping results are based on publicly available data.

1 “The dynamic nonprofit board,” McKinsey & Company, May 2004. 2 Data based on revenue size: Organizations have a median revenue of $231 million. 4

Board structure

Nonprofit boards vary significantly in size and structure. While the board size of organizations with stronger ties to the for-profit sector, such as private foundations, is similar to that of public companies (around 12 members), the board of institutions with a strong focus on fundraising tends to be large and complex, which could compromise efficiency. Most nonprofit boards also function without the organization’s executive director and the accompanying on-the-ground perspective.

On average (and with significant variance), nonprofit boards consist of 30 members, Nonprofit boards which is significantly larger than the 11-member average of Fortune 500 boards skew larger than (Exhibit 1). While private foundations have the smallest boards (12 members on their for-profit peers average), performing arts institutions have the largest (68 members on average). The larger board size for performing arts institutions can be explained, at least partially, by fundraising requirements and a legacy of including experts from the art field (such as artists or performers). Functionally, larger boards can mean more committees beyond the most common executive, finance/audit3, governance and development committees.

EXHIBIT 1: ELEMENTS OF BOARD STRUCTURE

Range Standing CEO on Average board size (Minimum and committees board (Number of board maximum number of (Number of (% boards) members) board members) committees)

25% of private foundation Private 12 boards include at least 4-22 5 16% foundations one member related to the founding family Community 15 9-22 4 20% foundations

iNGOs 19 8-36 5 45%

dNGOs 33 13-78 6 23%

Museums 33 5-68 10 30%

Performing 68 9-149 13 45% arts

Fortune Nonprofit 500 Average: Average: 30 11

3 Depending on an organization’s size, the audit and finance committees are sometimes combined. 5

While it is common practice among U.S. public companies that the CEO holds Few nonprofit CEOs the chair position (more than 50% of S&P 500 CEOs hold the chair role), nonprofit actively participate executive directors normally do not hold the chair position,4 let alone sit on on their boards the board of their organization. Indeed, only 30% of boards surveyed include the organization’s executive director/CEO as an ex officio board member. It also is common practice among nonprofits not to grant the CEO voting rights: Approximately 60% of executive directors sitting on boards cannot vote.5

While there is a variety of term length arrangements among nonprofit boards, the Nonprofit board most common term limit range from two to three consecutive three-year terms. In members face term comparison, public boards tend to favor age retirement policies (on average around rather than age 72 to 75 years of age) instead of term limits. Such age limits do not exist on nonprofit limits boards.

BOARD STRUCTURE CONSIDERATIONS

Lean and agile operations. While larger boards don’t necessarily slow down decision making processes, review your board structure and ensure that it enables the board to fulfill its responsibilities efficiently. For organizations with a larger board, consider implementing a ‘board within a board’ governance model: delegate key tasks to the executive committees and carefully allocate various fiduciary and governance functions to specific board committees chaired by members of the executive committee. Another approach is to transition some supporters from board seats to membership on leadership councils, campaign committees, and advisory councils to handle other responsibilities.

Active CEO involvement. To ensure informed decision making, include the executive director as an ex officio member on the board. Some organizations grant their executive director voting rights, while others do not, but the emerging best practice is to establish the chief executive as a non-voting member and, thereby, avoid potential conflicts of interest.

Member rotation and succession planning. Make sure term limits, which ensure board member rotation, actually help (not exacerbate) challenges relating to skill composition. Develop a long-list of potential board members with the characteristics required to ensure a well-balanced board and which will meet the current and future strategic priorities of the organization. If a particular board member is hard to replace, make allowances in the bylaws for a board member to renew a term of service after rotating off for one year.

4 Of the organizations surveyed, not one board combines the roles of chairman and executive director. 5 Leading with Intent: A National Index of Nonprofit Board Practices,” BoardSource, 2015 6

Board demographics

One element of talking about “who’s at the table” is looking at how key demographics are represented on boards. While nonprofit boards are more diverse in terms of gender than Fortune 500 boards, racial diversity remains a challenge.

Nonprofit boards have an average of 36% women members, as compared with 20% One out of three for Fortune 500 boards (Exhibit 2). While nonprofit boards surpass their commercial non-profit board peers across the spectrum, differences exist among types of nonprofits, with members is female community foundations showcasing the highest gender diversity (42% average) and museums the lowest (30% average). See Appendix 2 for a detailed gender breakdown.

EXHIBIT 2: GENDER DIVERSITY (average % of female board members per board)

42

36 35 34 39 Nonprofit average: 30 36%

Fortune 500 average: 20%

Private Community iNGOs dNGOs Museums Performing foundations foundations arts

Racial diversity constitutes a significant challenge for nonprofit boards: Non-white The race disparity members make up an average of 13% of nonprofit boards, which is a percentage on nonprofit boards point lower than their representation on Fortune 500 boards (Exhibit 3). As with persists gender diversity, though, differences abound among types of organizations: Private foundations have the largest representation of non-white board members (23%), and museums have the smallest (3%). See Appendix 3 for a detailed breakdown. 7

EXHIBIT 3: RACIAL DIVERSITY (average % of non-white board members per board)

23

18

15 Fortune 500 Nonprofit average: average: 14% 13% 11

7

3

Private Community iNGOs dNGOs Museums Performing foundations foundations arts

GENDER PARITY AND RACIAL DIVERSITY CONSIDERATIONS

Contextual and nuanced efforts. Instead of simply ensuring a certain gender or race ratio of members, consider the composition of the beneficiaries/communities the organization is serving and aim to reflect the same type of diversity on the board. Make sure board selection criteria and processes are designed to facilitate and encourage diverse board talent beyond traditional diversity candidate pools. For instance, include community representatives on board committees in a non-voting capacity.

Manifold and future-oriented selection criteria. Proactively develop a potential pipeline of diverse board members by mapping and identifying people who could develop into attractive board members in the next 5 to 10 years.

Public accountability. In order to hold the organization more accountable and improve diversity efforts, consider publishing data on board composition publicly; e.g., on the organization’s website. 8

Board member professional profile

Nonprofit board members bring a variety of professional experiences to the Most members organization they serve. The vast majority are professionally active (i.e., 94% currently work at employed vs. 6% retired; see Appendix 4) and employed across a range of private and for-profit companies, nonprofit industries. but this Sixty-five percent ofprofessionally active board members currently are employed concentration varies in the for-profit sector (Exhibit 4). Organizations with a high fundraising imperative depending on the for the board, such as community foundations, museums and performing arts type of organization institutions, tend to have a higher share of for-profit employed board members (76%, 63% and 73%, respectively). On the other side, private foundations—which are not dependent on fundraising—have the highest share of board members currently employed in the nonprofit sector (53%).

EXHIBIT 4: CURRENT INDUSTRY EXPERIENCE (% employed board members per board)

Private 47% 43% foundations Community 76% 24% foundations

iNGOs 61% 39%

dNGOs 69% 31%

Museums 73% 37%

Performing 63% 27% arts

Average 65% 35%

For-profit Non profit

Among board members employed in the for-profit sector, the financial services Financial services is industry is the most represented at 32% (Exhibit 5). This is especially true for the most organizations highly dependent on fundraising, such as museums, wherein 41% of represented for-profit-employed board members are employed by financial services institutions. for-profit industry, At the other extreme, technology industry experience is generally low. Interestingly, technology is the museums, which face, in particular, the pressure of digital innovation, have the least lowest share of board members employed in the technology sector (2% of for-profit employed board members). Beyond financial services and technology, boards showcase a range of industry expertise among their members. The consumer, professional services, healthcare, and industrial sectors are each represented to a certain degree within boards, thereby suggesting an eclectic and complementary array of perspectives. 9

EXHIBIT 5: CURRENT FOR PROFIT INDUSTRY EXPERIENCE (% board members per board currently employed in the for-profit sector by industry)6

Financial Professional Consumer Industrial Healthcare Technology services services Private 37 22 18 5 6 11 foundations Community 25 8 27 11 4 7 foundations iNGOs 29 20 15 10 8 6

dNGOs 24 21 24 4 16 7

Museums 41 15 7 10 0 2

Performing arts 34 15 12 6 0 5

Average 32 17 18 6 6 6

Most board members currently employed in the nonprofit sector work for a higher There is a strong education institution (29%, Exhibit 6). Beyond this concentration in academia, focus on academia there is a focus on thematic relevance: Across all organizations—except dNGOs— among board approximately 20% of board members currently employed in the nonprofit sector members currently are engaged in the same subsector as the organization on whose board they sit. employed by This suggests that nonprofits prefer having a certain share of board members with nonprofits relevant focus area expertise.

EXHIBIT 6: CURRENT NONPROFIT INDUSTRY EXPERIENCE (% board members per board currently employed in a nonprofit organization by sector)

Higher Arts and Global Social Religious Foundations Government Association Healthcare education culture development justice organization

Private 32 20 10 10 7 6 5 6 4

Community 29 16 11 9 3 1 11 13 7 iNGOs 30 15 3 4 20 7 4 2 15 dNGOs 30 16 11 12 7 5 8 5 6

Museums 27 18 23 24 4 0 1 3 0

Performing 22 18 19 15 10 0 3 3 10 arts

Average 29 17 13 12 9 3 5 3 7

6 Percentages do not add up to 100%, as certain data points were unavailable. 10

Board composition is quite balanced in terms of board members’ experience Nonprofit experience profile: While 61% of board members have a hybrid profile, with experience across is key—84% of board the private and nonprofit sectors, 39% have spent their whole career in only one members have spent sector—23% having worked only for nonprofits and 16% with a purely commercial at least some of their background (Exhibit 7). iNGOs have the highest share of purely commercial board career in the members (on average 40% of a given board). Community foundations deviate the nonprofit sector most from the average, with the highest share of hybrid board members (83%) and the lowest share of purely nonprofit board members (10%).

EXHIBIT 7: EXPERIENCE PROFILE (% board members per board)

Private foundations 40 32 28

Community foundations 83 24%10 7

iNGOs 31 29 40

dNGOs 76 31%20 4

Museums 61 29 27% 1 0

Performing arts 75 18 37% 7

Average 61 23 16

Hybrid7 Non profit For-profit

On average, 42% of board members per board have C-suite experience (Exhibit 8). This share is highest in private foundations (48% of board members per Professional board), which often have strong ties to the commercial world, and the lowest in experience is varied, performing arts institutions (35%), which often include artists and other nonprofit but one-third of representatives on their board. Interestingly, if board members have C-suite board members have experience, they tend to have held very senior positions: Of board members with CEO experience C-suite experience, 79% have CEO experience.

On the other hand, the share of board members with CFO or CIO experience is quite low—on average 3% and 1%, respectively, of board members per board. While this could suggest a low level of sophistication with regard to financial expertise, it is higher than it may seem: Sixty-one percent of nonprofit boards have at least one member with CFO experience. Nonprofit boards may not face regulations like public boards do—which mandate there be at least one “qualified financial expert” on the board—but they do independently, and increasingly, strive to have financial expertise represented amongst their board members.

7 The term “hybrid” indicates that an individual has worked in the nonprofit sector, as well as in the private sector, during his or her professional career. 11

EXHIBIT 8: HIGHEST C-SUITE EXPERIENCE OF BOARD MEMBERS (% board members per board)8

Chief Chief Chief Chief executive operating financial investment Other None officer officer officer officer Private 43 1 1 0 3 52 foundations

Community 32 2 3 2 2 58 foundations

iNGOs 33 2 3 1 4 57

dNGOs 31 4 4 2 4 55

Museums 33 2 2 1 1 61

Performing 28 2 2 1 2 65 arts

Average 33 2 3 1 3 58

PROFESSIONAL EXPERIENCE CONSIDERATIONS

Skillset-vision alignment. Ensure that the experience and skill set profile of board members is aligned with the organization’s vision and strategic goals. Conduct regular audits of skills, experience and background required in board members in advance of any recruitment/appointment, in particular when thinking about membership in the finance and audit committees. Define specific candidate selection criteria, which should not be linked only to fundraising potential.

Well-rounded board. Recruit individuals from a range of industries—especially those that may currently be underrepresented, such as technology—and with a variety of experience. Consider both industry and functional experience when reviewing the board skill set profile and composition.

Temporary committees. To ensure an organization benefits from its board members’ expertise while maintaining operational independence, establish non-voting committees with special mandates, for instance the use of digital and new technologies.

8 Based on highest position held throughout career. 12

Board motivation and participation

A desire to serve the organization is described as a motivation for joining a board Serving the by the vast majority of nonprofit board members (Exhibit 9).9 Still, board member organization is attendance is waning: Ninety percent to 100% attendance declined from 41% of members’ primary boards in 2012 to 37% in 2014.10 Moreover, even when board members are present, motivation for 50% of chairs believe that board members are not very engaged in their work based joining, but active on the time they dedicate and their reliability in fulfilling obligations.11 This suggests participation is an that recruitment priorities and practices need to be realigned to properly identify issue successful and committed board members. Indeed, despite a preponderance of altruistic motivations for board membership, 25% of board members report joining a nonprofit board to advance their personal or professional interests.12

EXHIBIT 9: MOTIVATION FOR JOINING A BOARD (% board members)

To serve the organization and contribute to its success 86

To contribute to society 53

To fulfill an organization’s request 43

To advance personal interests 25

To advance professional interests 24

To fulfill a need to volunteer 18

To make professional connections 16

To make personal connections 12

Other 12

The lack of active participation and the apparent disconnect between boards and Nearly three-fourths executive teams might be explained, at least partially, by the high share of board of nonprofit board members with additional board seats. Indeed, nonprofit board members are quite members serve on an active with regard to their general board engagement: Seventy-two percent of board average of four other members occupy at least one additional board seat. boards

9 Survey on Board of Directors of Non-profit Organizations, Stanford Business School, 2015. 10 Leading with Intent: A National Index of Non-profit Board Practices, BoardSource, 2015. 11 Survey on Board of Directors of Non-profit Organizations, Stanford Business School, 2015. 12 ibid.

13

As board membership is seldom exclusive (Exhibit 10), board members sitting on more than one board occupy, on average, four additional board seats. This varies considerably according to the type of organization: iNGO board members sit on an average of three additional boards, while museum board members occupy double that amount of board seats. This range is not surprising considering differences in board size, board member contributions and required time commitments among different nonprofits.

In contrast to public companies, which tend to limit the number of additional public board seats13 to ensure sufficient focus and engagement, nonprofit organizations do not limit additional board memberships so that an average of 10% of board members sit on more than 10 other boards.

Interestingly, there is a preponderance of nonprofit sector activity among board members: More than half of board members with additional board memberships (52%) sit on nonprofit boards only, 32% sit on both nonprofit and for-profit boards— thereby gaining comprehensive board expertise across sectors—and only 16% sit on for-profit boards only.

EXHIBIT 10: ADDITIONAL BOARD MEMBERSHIPS

Membership on other boards Number of other board memberships (% board members) (% board members on another board)

1 to 4 5 to 9 More than 10 Average Private 64 31 5 3.9 28 foundations

Community 61 29 10 4.5 72 foundations

iNGOs 76 22 2 3.2

Other No other 61 29 10 4.5 boards boards dNGOs

Museums 54 29 17 5.8

Performing arts 57 32 11 4.8

While additional board seats have yet to be limited for nonprofit boards, there is a growing trend to make giving a prerequisite and, thereby, ensure adequate participation from board members while screening out those who might be less committed. In 2014, 80% of boards required board members to contribute to their organization, as compared with 70% in 2010.14

13 Around two-thirds of S&P 500 companies have limited the number of additional board memberships permitted. Therefore, the average number of public corporate directorships for S&P 500 directors is only 2.1. 14 “Survey on Board of Directors of Non-profit Organizations,” Stanford Business School, 2015. 14

ACTIVE PARTICIPATION CONSIDERATIONS

While it is important and necessary that directors be aligned with the mission and strategy of the organization, this is not a sufficient criteria to ensure board members’ active engagement with the governance, strategy and leadership talent of the organization. In order to achieve both alignment and engagement, several issues should be considered and addressed: Clear resource obligations. Be clear and candid about time and resource commitments that board membership requires despite the unremunerated nature of nonprofit board work. Make term renewal contingent on previous performance.

Motivation and commitment assessment. Align recruitment priorities and practices to properly identify suitable and committed board members. Rigorously select new board members, objectively surveying motivation and testing availability and willingness to participate. Remember also to consider the personalities of current and possible future directors, and what chemistry will be helpful or harmful in maintaining a spirit of active engagement on the board.

Institutionalized accountability. Consider putting a system in place to ensure that board members deliver on their responsibilities, such as regular performance monitoring. This is often best achieved through a clear and efficient committee structure with tangible and actionable goals and expectations.

Best practice adoption. Review best practices for public boards and consider developing guidelines or recommendations around the number of additional board seats allowed. Ensure board meetings are designed to engage board members, focus on critical issues, and utilize board members’ skills to benefit the organization. Again in this regard carefully structured and well led committees can be of immense value. 15

Next steps for effective boards

The governance debate is spreading from the for-profit to the nonprofit world, and rigorous oversight of management and performance is increasingly important for nonprofits.

While nonprofits operate under unusual constraints and in complex environments, they face many challenges familiar to corporate boards. To improve governance, boards need to go beyond the traditional emphasis on raising funds and focus more on providing professional expertise, representing the needs of the communities they serve, and establishing more stringent performance and management evaluations. Rising to this level of governance oversight takes time, especially when many nonprofit boards struggle with basics such as determining the ideal board size, recruiting the right members, having effective processes in place and ensuring sufficient director engagement.

The first task is to get the fundamentals right. As this study has shown, there is a wide range in board composition and practices across the nonprofit sector, and it is important to consider the specific context and environment in which each organization is operating. However, this study also has shown that nonprofits face many common themes, including room for improvement in terms of diversity, effective processes and board engagement. While raising more questions than providing answers, this study has aimed to provide transparency around current board structures and to initiate a discussion around how to best address common challenges. Getting governance basics right will allow nonprofits to fulfill their mission more effectively.

The unique challenge faced by nonprofit boards is the dual need for their members to maintain both good governance as well as material support, which often includes both financial and technical expertise. Carefully delineating a board’s governance role around strategy, talent and fiduciary responsibilities from its members operating contributions such as fund raising, marketing expertise and digital knowledge is often a critical place to begin in forging a highly engaged and effective nonprofit board. 16

Appendix

APPENDIX 1: A DESCRIPTION OF THE NONPROFIT CATEGORIES IN OUR SAMPLE

Median revenue of Definition organizations included in study

Foundation established by an individual, family, or group for Private foundations $225M a philanthropic purpose Foundation serving geographically defined communities Community foundations $127M with a broadly defined mission U.S.-based non-governmental organization that has an iNGOs international scope and outposts in many countries to $676M (international NGOs) address certain development issues dNGOs U.S.-based non-governmental organization with a U.S.- $228M (domestic NGOs) centric agenda, focusing on domestic development issues

Museums Visual and fine arts institution $207M

Performing arts Institution focusing on performing arts $102M

APPENDIX 2: GENDER DIVERSITY DISTRIBUTION (% female board members per board)

0%-25% 25%-50% 50%

Private foundations 25 55 20

Community foundations 0 80 20

iNGOs 20 60 20

dNGOs 23 69 8

Museums 30 70 0

Performing arts 10 70 20 17

APPENDIX 3: RACIAL DIVERSITY DISTRIBUTION (% non-white board members per board)

0%-25% 25%-50% 50%

Private foundations 55 30 15

Community foundations 80 20 0 iNGOs 70 25 5 dNGOs 85 15 0

Museums 100 0 0

Performing arts 100 0 0

APPENDIX 4: CURRENT EMPLOYMENT STATUS (% board members per board)

Private 89% 11% foundations

Community 95% 5% foundations

iNGOs 96% 4%

dNGOs 93% 7%

Museums 97% 3%

Performing 92% 8% arts

Average 94% 6%

Active Retired 18

AUTHORS MARY TYDINGS is a Consultant for the Nonprofit LAURIE NASH is a Consultant for the Nonprofit practice, practice and also is the interim Sector Head. She is based focusing on arts and culture. She is based in San Francisco. in Washington, D.C. GARY HAYES is a Consultant for the Leadership and KIMBERLY ARCHER is a Consultant for the Nonprofit Succession practice. He is based in New York. practice, focusing on social justice and advocacy. She leads MAIKE VON HEYMANN is the Global Knowledge Leader the Washington, D.C. office. for Nonprofit. She is based in London. LUCIA FERREIRA is a Consultant for the Nonprofit CLARA DESSAINT is a Knowledge Analyst for Nonprofit. practice, focusing on social and economic development. She is based in London. She is based in New York.

JAMIE HECHINGER is a Consultant for the Nonprofit practice, focusing on social justice and advocacy. She is based in Washington, D.C.

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Americas EMEA Asia/Pacific ɳɳ Atlanta ɳɳ Minneapolis/ ɳɳ Amsterdam ɳɳ Madrid ɳɳ Beijing ɳɳ Boston St. Paul ɳɳ Barcelona ɳɳ Milan ɳɳ Hong Kong ɳɳ Buenos Aires ɳɳ Montréal ɳɳ Brussels ɳɳ Munich ɳɳ Melbourne ɳɳ Calgary ɳɳ New York ɳɳ Copenhagen ɳɳ Oslo ɳɳ Mumbai ɳɳ Chicago ɳɳ Palo Alto ɳɳ Dubai ɳɳ Paris ɳɳ New Delhi ɳɳ Dallas ɳɳ San Francisco ɳɳ Frankfurt ɳɳ Stockholm ɳɳ Seoul ɳɳ Houston ɳɳ São Paulo ɳɳ Hamburg ɳɳ Warsaw ɳɳ Shanghai ɳɳ Los Angeles ɳɳ Stamford ɳɳ Helsinki ɳɳ Zürich ɳɳ Singapore ɳɳ Mexico City ɳɳ Toronto ɳɳ Istanbul ɳɳ Sydney ɳɳ Miami ɳɳ Washington, D.C. ɳɳ London ɳɳ Tokyo 19

Russell Reynolds Associates is a global leader in assessment, recruitment and succession planning for boards of directors, chief executive officers and key roles within the C-suite. With more than 370 consultants in 47 offices around the world, we work closely with public, private and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today’s challenges and anticipate the digital, economic, environmental and political trends that are reshaping the global business environment. Find out more at www.russellreynolds.com. Follow us on Twitter:@RRAonLeadership.

Americas New York New Delhi Frankfurt 200 Park Avenue One Horizon Center, 14th floor OpernTurm, Atlanta Suite 2300 Golf Course Road, Sector 43 60306 Frankfurt am Main 1180 Peachtree St., NE New York, NY 10166-0002 DLF Phase-V, Gurgaon 122 002, Germany Suite 2250 United States of America Haryana Tel: +49-69-75-60-90-0 Atlanta, GA 30309-3521 Tel: +1-212-351-2000 India Hamburg United States of America Tel: +91-124-467-4600 Tel: +1-404-577-3000 Palo Alto Stadthausbrücke 260 Homer Avenue, Suite 202 Seoul 1-3/Fleethof Boston Palo Alto, CA 94301-2777 16F West Tower 20355 Hamburg One Federal Street, 26th Fl. United States of America Mirae Asset Centre 1 Building Germany Boston, MA 02110-1007 Tel: +1-650-233-2400 26 Eulji-ro 5-gil, Jung-gu Tel: +49-40-48-06-61-0 United States of America Seoul 100-210 Tel: +1-617-523-1111 San Francisco Helsinki 101 California Street Korea Unioninkatu 22 Buenos Aires Suite 2900 Tel: +82-2-6030-3200 00130 Helsinki Manuela Sáenz 323 San Francisco, CA 94111-5829 Shanghai Finland 7th Floor, Suites 14 & 15 United States of America Room 4504, Jin Mao Tower Tel: +358-9-6226-7000 C1107BPA, Buenos Aires Tel: +1-415-352-3300 88 Century Avenue Istanbul Argentina Shanghai 200121 Tel: +54-11-4118-8900 São Paulo Cumhuriyet Cad. No 48 Edifício Eldorado Business Tower China Kat: 4/B Pegasus Evi Calgary Av. Nações Unidas, 8.501 11º Tel: +86-21-6163-0888 Elmadağ 34367 Şişli Suite 750, Millennium Tower 05425-070 São Paulo Singapore Istanbul / Türkiye 440-2nd Avenue SW Brazil 12 Marina View Tel: +90-212-705-3550 Calgary, Alberta T2P 5E9 Tel: +55-11-3566-2400 #18-01 Asia Square Tower 2 London Canada Singapore 018961 Tel: +1-403-776-4175 Stamford Almack House 301 Tresser Boulevard Tel: +65-6225-1811 28 King Street Chicago Suite 1210 Sydney London SW1Y 6QW 155 North Wacker Drive Stamford, CT 06901-3250 Level 25 United Kingdom Suite 4100 United States of America 1 Bligh Street Tel: +44-20-7839-7788 Chicago, IL 60606-1732 Tel: +1-203-905-3341 Sydney NSW 2000 Madrid United States of America Australia Tel: +1-312-993-9696 Toronto Miguel Angel, 11, 7° 40 King Street West Tel: +61-2-9258-3100 28010 Madrid Dallas Scotia Plaza, Suite 3410 Tokyo Spain 200 Crescent Court, Suite 1000 Toronto, ON Akasaka Biz Tower 37F Tel: +34-91-319-7100 Dallas, TX 75201-1834 M5H 3Y2 5-3-1 Akasaka Milan United States of America Canada Minato-ku, Tokyo 107-6337 Tel: +1-214-220-2033 Corso Giacomo Matteotti, 3 Tel: +1-416-364-3355 Japan 20121 Milan Houston Washington, D.C. Tel: +81-3-5114-3700 Italy 600 Travis Street, Suite 2200 1700 New York Avenue, NW Tel: +39-02-430-015-1 Houston, TX 77002-2910 EMEA Suite 400 Munich United States of America Washington, D.C. 20006-5208 Amsterdam Tel: +1-713-754-5995 Maximilianstraße 12-14 United States of America World Trade Center, 80539 München Los Angeles Tel: +1-202-654-7800 Tower H, 18th Floor Germany 11100 Santa Monica Blvd. Zuidplein 148 Tel: +49-89-24-89-81-3 Suite 350 Asia/Pacific 1077 XV Amsterdam Los Angeles, CA 90025-3384 The Netherlands Oslo Beijing Dronning Mauds gate 1 United States of America Unit 3422 China World Offfice 1 Tel: +31-20-305-7630 Tel: +1-310-775-8940 N-0250 Oslo No. 1 Jian Guo Men Wai Avenue Barcelona Norway Mexico City Beijing 100004 Avda. Diagonal, 613 2˚A Tel: +47-23-11-88-50 Torre Reforma 115 China 08028 Barcelona Paseo de la Reforma 115-1502 Tel: +86-10-6535-1188 Spain Paris Lomas de Chapultepec Tel: +34-93-494-9400 20 rue de la Paix Hong Kong 75002 Paris 11000 México, D.F. Room 1801, Alexandra House Brussels México France 18 Chater Road Central Boulevard Saint-Michel 27 Tel: +33-1-49-26-13-00 Tel: +52-55-5249-5130 Hong Kong, China B-1040 Brussels Minneapolis/St. Paul Tel: +852-2523-9123 Belgium Stockholm IDS Center Tel: +32-2-743-12-20 Hamngatan 27 Melbourne SE-111 47 Stockholm 80 South 8th St, Suite 1425 Level 51, Rialto Towers Copenhagen Minneapolis, MN 55402-2100 Sweden 525 Collins Street Kongens Nytorv 3 Tel: +46-8-545-074-40 United States of America Melbourne, VIC 3000 1050 Copenhagen K Tel: +1-612-332-6966 Australia Denmark Warsaw Montréal Tel: +61-3-9603-1300 Tel: +45-33-69-23-20 Belvedere Plaza 2000, avenue McGill College ul. Belwederska 23 Mumbai Dubai 00-761 Warsaw 6e étage 63, 3 North Avenue, Burj Daman Montréal (Québec) Poland Maker Maxity Business Tower, Floor 6 Tel: +48-22-851-68-38 H3A 3H3 Bandra Kurla Complex DIFC, PO Box 507008 Canada Bandra (East), Mumbai 400 051 Dubai Zürich Tel: +1-514-416-3300 India United Arab Emirates Stampfenbachstrasse 5 Tel: +91-22-6733-2222 Tel: +971 50 6574346 8001 Zurich Switzerland Tel: +41-44-447-30-30

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