DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

Directors Roster A quarterly record of new director appointments

 D & B Directors Roster — a quarterly record of new director appointments — is compiled from public and private sources by the editorial staff of D & B Tand is sponsored by Heidrick & Struggles. Please forward your directors’ appointments to [email protected].­ Sub­­missions of new directors and appointments are welcome from all sources, including executive recruiters, corporate communications staffs, and directors themselves.

man of the Federal Reserve Bank of Chica- 1-800-FLOWERS.COM INC. go. Also is a director American International Carle Place, NY New Directors Group, IAC/Interactive Corp., Fifth & Pacif- ic Companies (formerly Liz Claiborne), and has added to its board: January-March 2014 International Flavors & Fragrances Inc. He Sean P. Hegarty Companies adding new directors: 117 is serving as nonexecutive chairman of Ab- ercrombie & Fitch. Note: Also joining the Bio Notes: From 1987-2011 he served in se- Number of new directors: 128 Abercrombie board is Charles R. Perrin, nior roles at Forbes Family Holding Inc. and its former chairman and CEO of Avon Prod- subsidiary, Forbes Media. He began his career % of ucts. He currently serves on the board of with Ernst & Young LLP. Currently he heads up Category Number total Campbell Soup Co. his own financial and tax planning consulting firm, Hegarty & Co. Abercrombie Fitch is a specialty retailer of Retired ...... 42...... 33% casual apparel. Revenues are $4 billion. Zale 1-800-Flowers.com is a florist and gift retailer. is a specialty retailer of fine jewelry. Revenues Revenues are $739 million. Chairmen/CEOs . . . . 31...... 24 are $2 billion.

Senior Officers . . . . 29...... 23 ABERCROMBIE ACCO BRANDS CORP. & FITCH CO. Consultants ...... 8...... 6 Lake Zurich, IL New Albany, OH Academia ...... 8...... 6 has added to its board: has added to its board: Pradeep Jotwani Terry Burman Finance ...... 7...... 5 Senior , LaserJet Chairman and Enterprise Solutions Not for Profit ...... 2...... 2 Zale Corp. Hewlett-Packard Co. Irving, TX Palo Alto, CA Legal ...... 1...... 1 Arthur C. Martinez Bio Notes: He joined H-P in 1982 and served Total ...... 128. . . . . 100% in various executive leadership roles, includ- Bio Notes: Burman previously served as ing SVP of software and web services and SVP CEO of Signet Jewelers Ltd. and president Women ...... 47...... 37% of the supplies, imaging and printing group. and CEO of Barry’s Jewelers Inc. Also is a di- He was previously at rector of Tuesday Morning Corp. Martinez Eastman Kodak Co. and president of Kodak’s served from 1995-2000 as chairman, CEO, NOTE: The appointments published in consumer business. Age 57. and president of Sears, Roebuck and Co. He the ­following pages are a selection of the previously was vice chairman of Saks Fifth ACCO supplies branded office products. Rev- new directors elected in the first quarter Avenue. He also was group chief executive enues are $2 billion. H-P provides computers, for the retail division of B.A.T. Industries/ of 2014 . printers, and other technology products. Rev- BATUS Inc. From 2000-2002 he was chair- enues are $112 billion.

SECOND QUARTER 2014 41 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

CEO of General Parts, will remain president of domestic and international senior positions ACTIVISION BLIZZARD of the company. with Baxter Travenol Laboratories. INC. Santa Monica, CA Advance Auto is an aftermarket retailer of auto Allergan develops pharmaceutical products with parts. Revenues are $6 billion. General Parts is a specialty in eye care. Revenues are $6 billion. has added to its board: the parent company of Carquest, which sells and Barry M. Meyer distributes parts and supplies for cars and trucks. Co-Founder ALLSTATE CORP. North Ten Mile Associates Northbrook, IL Beverly Hills, CA AKAMAI TECHNOLOGIES INC. has added to its board: Bio Notes: In 2013 he retired from Warner Cambridge, MA Siddharth N. Mehta Brothers Entertainment Inc., where he spent a 41-year career and served as CEO and chair- has added to its board: Bio Notes: From 2007-2012 he served as pres- man from 2009 until March 2013 and chair- Steven M. Scopellite ident and CEO of TransUnion LLC, a global man through December 2013. provider of information and risk Bio Notes: He joined Goldman Sachs in 1986 as solutions. He previously was chairman and Activision is an interactive entertainment soft- a software engineer, moved to London in 1993 CEO at both HSBC Finance Corp. and HSBC ware company. Revenues are $5 billion. North to lead technology support for the firm’s expan- North America Holdings Inc. Also is a director Ten Mile is a consulting firm. sion into new markets across Europe and Asia, of Piramal Enterprises Ltd., TransUnion LLC, and returned in 1996 to the New York office to and DataCard. Age 56. head up its early electronic trading platform be- ADT CORP. fore becoming co-chief information officer in Allstate is a personal property and casualty Boca Raton, FL 2007 and chief information officer in 2011. He insurer. Revenues are $35 billion. retired and currently serves a special adviser to has added to its board: the National Society of Black Engineers. Richard J. Daly AMERICAN REALTY and President Akamai manages web interactions for corpo- CAPITAL PROPERTIES INC. Broadridge Financial Solutions Inc. rate and organizational clients. Revenues are New York, NY Lake Success, NY $2 billion. has added to its board: Bio Notes: He has served William G. Stanley as CEO of Broadridge ALCOA INC. Founder and President since its 2007 spinoff from New York, NY Stanley-Laman Group Ltd. former parent company Berwyn, PA ADP, where he had been has added to its board: group president of the Carol L. Roberts Bio Notes: He founded Stanley-Laman in brokerage services group. Senior Vice President and CFO 1997. Since 2004 he has also served as founder He is an advisory board International Paper Co. and managing member of Stanley Laman Se- member for the National Memphis, TN curities LLC, a broker-dealer. Formerly he was Association of Corporate Directors. an auditor for General Electric Capital. Bio Notes: She was named CFO in 2011. ADT provides electronic security, interactive Since joining International Paper in 1981 as ARCP is a publicly traded corporation focused home and business automation, and monitor- an associate engineer she has held a variety on acquiring and owning single-tenant free- ing services. Revenues are $3 billion. Broad- of senior positions, including VP of people standing commercial properties. Revenues are ridge provides banks, broker-dealers, mutual development. She also headed IP’s industrial $240 million. Stanley-Laman is an investment funds, and corporations with investor com- packaging group and led the acquisition of the and financial advisory services firm. munications services. Revenues are $2 billion. packaging business of Weyerhaeuser.

Alcoa is a manufacturer of aluminum prod- AMERICAN ADVANCE ucts. Revenues are $23 billion. IP is a paper VANGUARD CORP. AUTO PARTS INC. and packaging company. Revenues are $29 Newport Beach, CA billion. Roanoke, VA has added to its board: has added to its board: Scott D. Baskin O. Temple Sloan III ALLERGAN INC. President Irvine, CA Bio Notes: He retired in 2013 following a 35- General Parts International year career with the law firm of Irell & Manella, Raleigh, NC has added to its board: where he concentrated his practice on intellec- Henri Termeer tual property, technology, real estate, business Bio Notes: His father, O.Temple Sloan Jr., torts, and securities actions. He also served as founded General Parts International Inc., Bio Notes: Following a 26-year career at Gen- an assistant instructor at Yale Law School. which in January 2014 was sold to Advance zyme Corp. he retired as CEO in 2010 when Auto Parts. Sloan III, who previously served as the company was sold to Sanofi, the French American Vanguard markets agricultural drug maker. He formerly served in a variety products. Revenues are $410 million.

42 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

Bio Notes: Prior to assum- AMERIPRISE ing his present position in BEST BUY CO. INC. FINANCIAL INC. 2008 he served as presi- Richfield, MN Minneapolis, MN dent of Honeywell’s environmental and com- has added to its board: has added to its board: bustion controls business. Thomas L. Millner Dianne Neal Blixt Age 61. President and CEO Cabela’s Inc. Amy DiGeso AptarGroup provides Sidney, NE dispensing systems for the cosmetics, phar- Bio Notes: Blixt was EVP and CFO of Reynolds maceuticals, and other industries. Revenues Bio Notes: He joined Cabela’s in 2009 as pres- American Inc. from 2003 to 2007. She held mul- are $3 billion Honeywell Performance is one ident and CEO. He had spent 10 years as CEO tiple senior finance and accounting roles over of the four strategic business groups of Hon- of Remington Arms Co. From 1987-1994 he a 20-year career with the company. She is cur- eywell International Inc., which has revenues was CEO and president of Pilliod Cabinet Co. rently a director of Lorillard, Inc., co-founder of $39 billion. and formerly served in sales and management and principal of C&D Ventures, and served on positions with Thomasville Furniture Indus- North Carolina Governor-Elect Pat McCrory’s tries and Broyhill Furniture Industries. Age 60. budget appropriations advisory team. Age 53. AUTOMATIC DATA DiGeso was EVP of global human resources at PROCESSING INC. Best Buy is a retailer of electronics, home-of- Estee Lauder Companies Inc. from 2005 to 2013 Roseland, NJ fice products, entertainment software, and ap- and currently is EVP and senior advisor to the pliances. Revenues are $49 billion. Cabela’s is company’s executive chairman and CEO. She has added to its board: an outfitter of hunting, fishing, and outdoor was managing partner-human capital at Price- Michael P. Gregoire gear. Revenues are $4 billion. waterhouseCoopers, president of Popular Club Chief Execcutive Officer Inc., CEO of Mary Kay Inc., and held senior po- CA Technologies Inc. sitions in human resources at Bankers Trust Co. Islandia, NY BLACKROCK INC. and American Express Co. Age 61. New York, NY Bio Notes: He joined CA in Ameriprise, formerly American Express Fi- 2013. From 2005-2012 he has added to its board: nancial Advisors, is a financial planning, asset was chairman, president, Pamela Daley management, and insurance company. Reve- and CEO of Taleo Corp., nues are $10 billion. an on-demand software Bio Notes: She retired as SVP of corporate company. Prior to that he business development for General Electric Co., served in a variety of se- where in her 25-year career with GE senior APACHE CORP. nior positions at People- roles included senior counsel for transactions, Houston, TX Soft Inc. and Electronic SVP of corporate business development, and Data Systems Corp. Also is a director of Shore- special advisor to the chairman. She former- has added to its board: Tel Inc. ly was a partner of Morgan, Lewis & Bockius. Amy Nelson Also is a director of BG Group. President and Founder ADP provides business outsourcing services. Greenridge Advisors Revenues are $12 billion. CA Technologies is BlackRock is an investment management Houston, TX an IT management software company. Reve- company. Revenues are $10 billion. nues are $5 billion. Bio Notes: She previously served as VP of SCF Partners, a private equity firm. She also held BLOOMIN’ BRANDS INC. planning and engineering positions at Amoco BED BATH & BEYOND INC. Tampa, FL Production Co. Age 44. Union, NJ has added to its board: Apache is an independent energy company. has added to its board: David R. Fitzjohn Revenues are $16 billion. Greenridge is an en- Geraldine Elliott Managing Director ergy services and equipment consulting firm EVP and Chief Customer Officer Sahana Enterprises Ltd. focused on the development, execution and Juniper Networks Inc. U.K. financing of growth strategies. Sunnyvale, CA Bio Notes: He also is chairman of the board for Bio Notes: She was appointed Juniper’s EVP Pizza Hut (UK) Restaurants, a 320-restaurant APTARGROUP INC. in 2009. She will transition to retirement later franchisee. In addition, he is a nonexecutive Crystal Lake, IL in 2014 and become a strategic advisor to the member of the board for Rosinter Restaurants, CEO. She served seven years at Microsoft Corp. the largest restaurant group in Russia and the has added to its board: Is also a director of Whirlpool Corp. Age 57. Commonwealth of Independent States. Andreas Kramvis President and CEO Bed Bath & Beyond operates a chain of retail Bloomin’ Brands is a global casual dining restau- Honeywell Performance Materials stores focusing on home products. Revenues are rant company. Revenues are $4 billion. Sahana and Technology $12 billion. Juniper offers high-performance Enterprises is a privately held investment and Morris Township, NJ networking products. Revenues are $5 billion. restaurant industry consulting business.

SECOND QUARTER 2014 43 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

DIRECTOR SELECTION How ‘rational’ are our choices for new directors?

By Gary M. Cook tor candidate pool is diversity . Like it or not, researchers note that “motivated reasoning” in the drive inherent in most boards to “be often taints decision-making processes, in that ost of us believe we strive to make diverse” is the hidden challenge of what diver- an end goal can affect the reasoning used to the best possible choices when we sity actually should mean for that board . It is reach it . For example, a director’s unconscious Madd or replace directors . The ques- easy to say that a board “needs desire for gender diversity may tion is: how rational are we really? more women” or “should have affect her decision on candi- Our selection processes for new direc- more people of color .” But the dates without conscious under- tors are subject to a host of subtle and often precedent question that should be standing that it is happening . unrecognized biases, the result of which asked is, “What kind of diversity Her ability to choose the “best” can create much less diverse and effective can most help us?” candidate may be subtly com- boards than most members realize . promised in favor of the gen- Biases in choosing der-diverse candidate . Biases in determining among director candidates the pool of candidates Then there are the biases affect- The real question is, “How One of the most obvious biases directors face ing selection of directors once do we deal with biases that in identifying and recruiting candidates is the a pool has been established . may compromise our determi- bias relating to our “known associates,” that Among these are: Gary Cook: Subtle nation to rationally choose new is, those people who we know well enough to • Ingroup bias: Though the and often unrec- directors?” As in most cases of consider as candidates . motivation for preferential treat- ognized biases can potential bias, the first step is Age is probably the most insidious factor . ment of members of one’s own distort the director to help directors be self-aware . I’ve known boards where, as the average age group may seem obvious, there selection process . This is not easy, as many of us has risen so has the average age of direc- exist certain kinds of ingroup know . As Mark Twain said, “It tor candidates advanced for consideration . bias that operate completely on an uncon- ain’t what you don’t know that gets you into Why? Because as board members them- scious level . This kind of automatic bias is trouble . It’s what you know for sure that just selves age, their natural cohort of contacts especially dangerous because its effects are ain’t so .” The second is to discuss bias open- and colleagues tends to age as well . Perhaps so little noticed . As Anthony Page writes in ly, and either acknowledge your own biases there is nothing inherently wrong with this . Unconscious Bias and the Limits of Director and encourage others to do the same, and/or But there are numerous situations where this Independence, “Members of high status or to try to offset bias with the opinions of oth- is distinctly unhealthy, among them: high power groups generally have higher lev- ers, not those perceived as being “unbiased” • Where the organization’s natural stake- els of automatic ingroup bias than members (because this is highly unlikely) but with dif- holders (be they customers, indirect custom- of groups with lower status or power .” ferent biases . ers, or enablers) are of a different age cohort . What does this mean? For our purposes, As one can see, ironically, the best defense A good example would be a credit card com- simply that board directors who view them- against bias is to have diversity in thought and pany with a natural constituency of younger selves as being of a special class or compe- opinion in the first place — a challenge for credit card holders: Having at least one or tence, either directly or as viewed by others, any board! two individuals on the board from that age tend to view others from the same “class” group can obviously add much to the richness as being better board members than other Gary Cook is managing director of Cook of discussion . candidates . So, for example, directors with a & Company, and the author of the book • Where the organization sees itself as a legal background may have an unconscious Consilience Leadership: Using Innovative long-term player in its market . It seems obvi- bias favoring director candidates with a legal Ideas from Economics, Science, and ous, but building talent for the future at the background . Neuropsychology to Create Breakthroughs in board level is every bit as important as doing it The challenge is to deal with that bias . One Leading Organizations. He has been a mem- for the underlying business the board serves . way is to make sure there is a mix of back- ber of over 30 for-profit, nonprofit, NGO, and However, whether the CEO is the board chair grounds among those on the board selection governmental boards and commissions .His and does the selecting, or the roles are sepa- committee . Another is to ask an outside firm consulting practice focuses on board and rated, boards typically have difficulty bringing (for example, a search firm) to rank the top five organizational governance and effectiveness on younger talent. candidates before the board interviews them . as well as executive coaching . He can be con- Another factor that tends to distort a direc- • Motivated reasoning: Psychologists and tacted at gcook@cookcompany .com .

44 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

years at Fannie Mae and 25 years with IBM. BORGWARNER INC. CABELA’S INC. She is a director of the Eugene and Agnes E. Auburn Hills, MI Sidney, NE Meyer Foundation, Metropolitan Washington Airport Authority, and Trinity University. has added to its board: has added to its board: Vicki Sato Donna M. Milrod Cardinal Financial is a for Professor of Management Practice Chief Administrative Officer Cardinal Bank and other trust and invest- Harvard Business School Depository Trust & Clearing Corp. ment operations. Revenues are $122 million. Boston, MA New York, NY Lang Strategies is a consultancy focusing on business development, political strategy Bio Notes: Since 2006 she Bio Notes: In present position since 2012. In management, executive leadership, business has also served as a pro- 1999 she joined Deutsche Bank North Amer- tactical planning, and assessment. fessor in the department ica, where she was deputy CEO from 2009- of molecular and cellular 2012. biology at Harvard Uni- CDW CORP. versity. She retired in 2005 Cabela’s is an outfitter of hunting, fishing, Vernon Hills, IL as president of Vertex and outdoor gear. Revenues are $4 billion. Pharmaceuticals, a posi- DTCC provides clearing, settlement, and in- has added to its board: tion she held since 2000. formation services for thousands of institu- David W. Nelms She is a business advisor to Atlas Ventures and tions worldwide. Chairman and CEO other enterprises in the biotechnology and Discover Financial Services pharmaceutical industries. Also is a director of Riverwood, IL Bristol-Myers Squibb Co., Perkin-Elmer Corp., CAESARS and Galapagos NV, a clinical-stage biotech ACQUISITION CO. Bio Notes: He was elected company. Las Vegas, NV chairman of the Discover board in 2009. He has BorgWarner engineers components and sys- has added to its board: served as CEO since 2004 tems for vehicle powertrain applications. Rev- Don R. Kornstein and was president and COO enues are $7 billion. Managing Member from 1998 to 2004. From Alpine Advisors LLC 1991-1998 he held manage- Alpine, UT ment positions at MBNA BOSTON SCIENTIFIC CORP. America Bank, most re- Natick, MA Bio Notes: He served as chairman of Affini- cently as vice chairman. He also was a senior ty Gaming from 2010-2013 and chairman of product manager for Progressive Insurance and has added to its board: Bally Total Fitness Corp. from 2006-2008. He a management consultant with Bain & Co. Edward Ludwig previously spent 17 years as an investment banker at Bear, Stearns & Co., where he was CDW is a provider of technology products Bio Notes: He was CEO, president and chair- head of the firm’s gaming industry practice. and services for business, government, and man of the board of Becton, Dickinson and He founded and has served as managing education. Revenues are $11 billion. Discover Co. from 2000-2011. He joined BD in 1979 and member of Alpine Advisors since 2002. offers financial products and services. Reve- served in positions of increasing responsibili- nues are $3 billion. ty, including president from 1999 to 2009. He Caesars is a casino and entertainment com- currently is lead director for Aetna and chairs pany. Revenues are $600 million. Alpine is a its finance committee, and is also a director of management and financial consulting firm. CELANESE CORP. Xylem Inc. Age 62. Irving, TX Boston Scientific manufactures medical de- CARDINAL has added to its board: vices. Revenues are $8 billion. FINANCIAL CORP. Jean S. Blackwell McLean, VA Bio Notes: In 1997 she BRINK’S CO. has added to its board: joined Cummins Inc. as Richmond, VA Barbara Lang VP and CEO before going on to serve as has added to its board: Lang Strategies the company’s CFO and Susan Docherty Washington, DC EVP of corporate respon- sibility. She previously Bio Notes: She previously served as president Bio Notes: She stepped was a partner in the Indi- and managing director of European opera- down in 2014 as presi- anapolis law firm of Bose tions for Chevrolet and Cadillac, and was the dent and CEO of the McKinney and Evans and worked for the state general manager of Buick-GMC during the D.C. Chamber of Com- of Indiana as budget director and executive company’s pre-bankruptcy era. She worked merce after nearly 12 director of the state lottery commission. Also for GM for 27 years. years. She announced her is a director of United Stationers Inc. resignation in September Brink’s provides security-related services. 2013. Prior to joining the Celanese is a chemical products company. Revenues are $4 billion. Chamber she spent 10 Revenues are $6 billion.

SECOND QUARTER 2014 45 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

1996 until it was acquired by Compass Group CHOICE HOTELS in 2001. Age 59. DELUXE CORP. INTERNATIONAL INC. Shoreview, MN Silver Spring, MD Computer Programs provides healthcare in- formation technology solutions for rural and has added to its board: has added to its board: community hospitals. Revenues are $201 mil- Thomas J. Reddin Monte Koch lion. China Doll, founded over 80 years ago, Vice Chairman was one of the first packagers of rice and dried Bio Notes: From 1999-2007 he held senior po- Auction.com beans in consumer sizes. sitions at LendingTree, including CEO, pres- Irvine, CA ident and COO, and chief marketing officer. Previously he was VP of consumer marketing Bio Notes: As a founding partner and board CREE INC. at Coca-Cola USA. He currently is a managing member, he joined Auction.com after more Durham, NC partner of Red Dog Ventures, a venture capital than 25 years in investment banking. He pre- and advisory firm he founded in 2007. Age 53. viously served as the global head of real estate has added to its board: investment banking at Deutsche Bank Securi- John B. Replogle Deluxe offers a wide range of services to finan- ties. He also was Deutsche Bank’s chairman of President and CEO cial institutions, including customized checks mergers and acquisitions for the Americas. Seventh Generation Inc. and forms. Revenues are $2 billion. Burlington, VT Choice Hotels is a lodging franchiser operat- ing in more than 40 countries. Revenues are Bio Notes: In present po- DICE HOLDINGS INC. $724 million. Auction.com is an online real sition since 2011. He New York, NY estate marketplace that has sold $26 billion of served as general manager property since inception. of the skin care division at has added to its board: Unilever prior to joining Brian Schipper Burt’s Bees, where he was Vice President of Human Resources COMCAST CORP. president and CEO from Twitter Inc. Philadelphia, PA 2006-2011. He previously San Francisco, CA held management posi- has added to its board: tions with Diageo PLC, including president of Bio Notes: In present position since January Edward D. Breen Guinness Bass Import Co. and managing di- 2014. Previously he was chief human resourc- Nonexecutive Chairman rector of Guinness Great Britain. He began his es officer at Groupon, chief human resources Tyco International Ltd. career with Boston Consulting Group. officer at , and also held senior Princeton, NJ human resource roles at Microsoft, Double- Cree provides energy-efficient, mercury-free Click, PepsiCo, , and Harris Corp. Bio Notes: He served as chairman and CEO LED lighting. Revenues are $2 billion. Sev- of Tyco International from 2002-2012. He enth Generation, established in 1988, is a pri- Dice Holdings is a provider of specialized previously held management positions with vately held distributer of sustainable house- websites. Revenues are $213 million. Twitter Motorola Inc., including president and COO hold products. is an online social networking and microblog- and EVP of broadband communications. ging service. Revenues are $665 million. From 1997-2000 he was chairman, president and CEO of General Instrument Corp. until its CVSL INC. merger with Motorola. He previously served on Plano, TX DICKS SPORTING the Comcast board from 2005-2011. Age 49. GOODS INC. has added to its board: Coraopolis, PA Comcast is a cable television and entertain- Kay Bailey Hutchinson ment company. Revenues are $59 billion. Tyco has added to its board: is a diversified manufacturing and services Bio Notes: She served for Mark Barrenechea company. Revenues are $11 billion. two decades as a U.S. Sen- President and CEO ator from Texas, from OpenText Corp. 1993 to 2013. She is the Waterloo, ON COMPUTER PROGRAMS only woman ever elected & SYSTEMS INC. to represent the state in Bio Notes: In his current position since 2011. Mobile, AL the Senate. After holding Prior to joining OpenText he was president positions as a bank execu- and CEO of Silicon Graphics International has added to its board: tive and general counsel, Corp., where he led strategy and execution, A. Robert Outlaw and a small business owner, she served as Texas including acquisitions and new market entry. President and CEO state treasurer from 1990 to 1993 and was tem- Age 48. China Doll Rice and Beans Inc. porary co-chair of the Republican National Saraland, AL Convention in 1992. She served in the Texas Dicks is a sports and fitness retailer. Revenues House of Representatives from 1972 to 1976. are $6 billion. OpenText designs and markets Bio Notes: In present position since 2005. He enterprise information management software was chairman and CEO of Marshall Biscuit Co. CVSL is a group of micro-enterprise companies and solutions. Revenues are $1 billion. from 1985 until 2007. He served on the board that connects social media networks into an e- of Morrison Management Specialists from commerce community. Revenues are $30 million.

46 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

Bio Notes: He has been in Bio Notes: Since 2011 she has served as both ECOLAB INC. his present position since chancellor of the University of Illinois at Urba- St. Paul, MN 2012. He previously served na-Champaign and president of the University as chief marketing officer of Illinois. She was appointed VP and provost has added to its board: at Allstate Insurance Co. of the University of Washington in 2005 and Suzanne Vautrinot He began his career in the became EVP in 2007, where she also was a pro- Los Angles zone office for fessor of physiology, biophysics, biology, and Bio Notes: She retired the Cadillac Division of obstetrics and gynecology. Also is a director of from the U.S. Air Force in GM in 1981 and was Nike Inc. Age 67. 2013 with the rank of named marketing director of Cadillac in 1994. major general. During her First Busey is a financial holding company. 31-year career she served Entercom is a radio broadcasting company. Revenues are $157 million. in various assignments, Revenues are $378 million. Global Team Ford including work as a com- is a retail advertising unit within WPP Group, mander, Air Forces Cyber, the global marketing company. FLIR SYSTEMS INC. where she was responsible Portland, OR for a multibillion-dollar enterprise that provid- ed IT services and technology management and ENTERPRISE FINANCIAL has added to its board: performed cyber defense operations, and she SERVICES CORP. Catherine Halligan served as special assistant to the vice chief of St. Louis, MO staff of the Air Force. Also is a director of Sy- Cathy Stauffer mantec Corp. Age 54. has added to its board: James Havel Bio Notes: Halligan served as SVP of sales Ecolab is engaged in cleaning, sanitizing, food and marketing for PowerReviews Inc., a so- safety, and infection control products and ser- Major Brands Holdings Inc. cial commerce network, from July 2010 to vices. Revenues are $13 billion. St. Louis, MO December 2011. Previously she held execu- tive positions with Walmart, including vice Bio Notes: He held senior positions at Ernst president of market development and chief EMERSON ELECTRIC CO. & Young LLP and worked as a management marketing officer of Walmart.com. Is also a St. Louis, MO consultant advising public and private com- director and audit committee member with panies on acquisitions and strategic planning. Ulta Beauty. Stauffer has owned and operat- has added to its board: ed her own consulting company since 2005 Candace Kendle Enterprise Financial operates as the holding specializing in the development and market- company for Enterprise Bank & Trust. Reve- ing of technology products. From 2004 to Bio Notes: She co-found- nues are $141 million. Major Brands is a pri- 2005 she served as chief marketing officer ed and served as chair- vately held wholesaler of wine, spirits and beer. for Gateway Computers. man and CEO of Kendle International Inc., a glob- Flir designs and manufactures thermal imag- al clinical research orga- FAMOUS DAVE’S OF ing systems and infrared camera systems. Rev- nization that was ac- AMERICA INC. enues are $482 million. quired by INC Research Minnetonka, MN in July 2011. She previ- ously held senior faculty has added to its board: FLUOR CORP. positions at the University of North Carolina Ed Rensi Irving, TX Schools of Pharmacy and Medicine, the Uni- versity of Pennsylvania School of Medicine, Bio Notes: The majority of his professional has added to its board: the Philadelphia College of Pharmacy and career was spent at McDonald’s Corp., where Deborah Doyle McWhinney Science, and the University of Cincinnati Col- from 1991-1997 he served as president and lege of Pharmacy. Also is a director of United CEO. He also started and owned Team Rensi Bio Notes: She retired in January 2014 as CEO Parcel Service. Motorsports, which competed in the Nascar of the global enterprise payments business circuit. Also is a director of Snap-On Inc. at Citigroup, where she was co-chair of Citi Emerson manufactures technology products. Women initiative. Prior to joining Citigroup Revenues are $25 billion. Famous Dave’s operates and franchises bar- in 2009 she was president of Schwab Interna- beque restaurants. Revenues are $138 million. tional, a division of Charles Schwab Inc. She previously held senior roles at Visa Interna- ENTERCOM tional and spent 17 years at Bank of America in COMMUNICATIONS CORP. FIRST BUSEY CORP. both corporate and retail banking. In 2002 she Bala Cynwyd, PA Champaign, IL was appointed by President George W. Bush to the board of the Securities Investor Protection has added to its board: has added to its board: Corporation. Mark LaNeve Phyllis M. Wise Chancellor Fluor is an engineering, construction, and Global Team Ford University of Illinois project management company. Revenues are Dearborn, MI at Urbana-Champaign $22 billion. Urbana, IL

SECOND QUARTER 2014 47 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

BOARD COMPOSITION

Bill George on transitioning a board’s makeup

Ed. Note: On April 24, 2014, in a black-tie cer- States . Past Bower Award honorees include his fledgling company . Over time these board emony, Bill George, former chairman and CEO Bill Gates, Gordon Moore, David Packard, members brought in more outstanding board of medical technology company Medtronic James Burke, Roy Vagelos and Michael Dell . members from local companies like Pillsbury, Inc . and now a professor of management In a Directors & Boards article in 2001, while he General Mills, Target and others . As the com- practice at Harvard Business School, is to was leading Medtronic, George wrote about the pany went through the stages of growth from receive the 2014 Bower Award for Business Medtronic board and its evolution . A passage a start-up to a medium-sized corporation, the Leadership . Presented by the Franklin Institute from that article follows . board was invaluable to Earl in helping him build in Philadelphia, the award recognizes extraor- Medtronic and in anticipating the challenges of dinary business leadership . It specifically rec- uilding a great board is a most difficult a larger company . ognized George for “his visionary leadership task . It takes a great deal of time on the It wasn’t until 1980 that Earl agreed to of Medtronic, his promotion and writings on Bpart of the board members and the CEO . bring the first physician onto the board, Dr . corporate social responsibility and leadership, But it is the key to a strong system of corporate Glen Nelson, a local surgeon who was CEO of as well as his extraordinary philanthropic con- governance . American MedCenters, one of the first HMOs in tributions to education and health care through In Medtronic’s early days our founder Earl the U .S . Earl feared that a physician would dom- The George Family Foundation .” The Franklin Bakken recognized that he lacked business inate the group of businessmen on the board Institute awards program, founded in 1824, is expertise . He wisely reached out to a very with his opinions about medicine . Actually, the among the oldest and most prestigious science sophisticated group of local business exec- lack of medical expertise on the board led to and technology honors bestowed in the United utives and asked them to join the board of several major strategic mistakes and the miss- ing of important new technologies, such as angioplasty and the implantable defibrillator . Another unusual aspect of the Medtronic board in those days is that it became the source of executive talent for the company . Between 1968 and 1986, four board members came into executive management, two as CEO, one as president, and one as vice chairman . I am the first CEO who did not come from the board . When I joined Medtronic as president and chief operating officer, the board was highly tenured and passionate about the company . The board members felt that they had built the company and enabled it to grow . In many ways, they were right . However, this feeling led to a tendency to overreach into management’s ter- ritory . The lines between management and the board were blurred . Individual board members were demanding and highly critical of second- and third-level staff members . Senior corporate staff often felt they were more accountable to the board committee chairs than to top manage- ment . It was not at all unusual for items to come before a board committee and be discussed in great detail without ever having been reviewed with top management . By 1989 when I joined the company, this Bill George: The lack of medical expertise on the board led to several major strategic mistakes group of extremely devoted directors had built and the missing of important new technologies . Medtronic from two people in a garage to one

48 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

BOARD COMPOSITION FOOT LOCKER INC. FTI CONSULTING INC. New York, NY West Palm Beach, FL has added to its board: has added to its board: Bill George on transitioning a board’s makeup Steven Oakland Nicholas C. Fanandakis President of International, Foodservice, Executive Vice President and CFO of the leading medical device companies in the and Natural Foods DuPont Co. J.M. Smucker Co. Wilmington, DE world . Their commitment to good governance Orrville, OH made Medtronic a model of corporate gov- Bio Notes: He has spent a 35-year career in a ernance . Their tenure on the board ranged up Bio Notes: In present position since 2011. He variety of senior positions at DuPont. He has to 29 years . When the company faltered in the has served the company in a variety of domes- been in his present position since 2009. Age 57. mid-1980s, the board had the courage to replace tic and international retail operational po- sitions with a focus on marketing and brand FTI is a global business advisory firm. Reve- the CEO with an exceptional leader, Win Wallin . building, including president of U.S. retail for nues are $2 billion. DuPont is a science and Win had been a board member for many years Smuckers, Jif, Hungry Jack, and general man- technology company. Revenues are $36 billion. and was then vice chair of Pillsbury . He quickly ager of the Canadian operations. turned the company around after taking the helm . Win and I agreed it was time to diversify the Foot Locker is a specialty athletic retailer. Rev- GENERAL enues are $6 billion. J.M. Smucker is a food DYNAMICS CORP. board and set out to do so . Recognizing the manufacturer and distributor. Revenues are Falls Church, VA dearth of medical expertise on the board, Win $6 billion. Wallin added Dr . Bernadine Healy, a very distin- has added to its board: guished cardiologist, and Jack Schuler, former Laura Schumacher COO of Abbott Labs, to the board, giving us our FTD COMPANIES INC. EVP of Business Development, External Downers Grove, IL Affairs and General Counsel first female and the first two non-Minneapolis AbbVie Inc. board members . has added to its board: North Chicago, IL Ten years later, seven of that original group Tracey Belcourt of directors had retired at the mandatory age Executive Vice President of Strategy Bio Notes: Prior to AbbVie separating from of 70 . We now [in 2001] have 13 directors, 10 Mondelez International Inc. Abbott Laboratories in 2013 she spent 20 years Deerfield, IL in senior positions at Abbott, including EVP, outsiders and three insiders . Of the current general counsel and secretary. group of outside directors, two are women, one Michael Silverstein an African American originally from Guyana, Senior Partner and Managing Director General Dynamics is engaged in aerospace, one is French, four are medical doctors, three Boston Consulting Group Inc. combat and marine systems, and information more have leadership roles in health care, and Boston, MA technology. Revenues are $32 billion. AbbVie is a biopharmaceutical company addressing seven are CEOs . They range in age from 45 to Bio Notes: Belcourt hepatitis C virus and other serious health is- 64, much younger than their predecessors . Only joined Mondelez immedi- sues. Revenues are $19 billion. one lives in Minnesota . The others come from ately prior to its 2012 Frankfurt, Germany, to Palo Alto, Calif . We have spinoff from Kraft Foods. indeed achieved a diverse board, one that has She had been a partner in GOLDMAN SACHS the Toronto office of Bain GROUP INC. the wisdom and experience to offer thoughtful & Co. In 1999 she served New York, NY inputs to nearly every situation the company is as an economic consultant encountering . to the U.S. Agency for In- has added to its board: In their wisdom, the seven retiring board ternational Development in Africa. Silverstein Peter Oppenheimer members recognized back in 1996 the need to is a senior partner and managing director in Chief Financial Officer BCG’s Chicago office and is a leader of BCG’s Apple Inc. prepare for this transition . They were acutely Consumer practice. He joined the firm in 1980 Cupertino, CA aware of the risk of losing the tremendous and has been a BCG Fellow since 2010. He is commitment to the company and the passion the author of four books on consumer spend- Bio Notes: After joining for its mission when they retired . I was also con- ing, including The $10 Trillion Prize and co-au- Apple in 1996 he took on cerned that we had no sitting CEOs of for-profit thor of Women Want More. various roles including senior director of finance corporations on the board other than myself . FTD provides floral-related and other gift and controller for the We decided as a group to expand the size of products and services to consumers and retail Americas, vice president the board from 12 to 15 to provide for an overlap locations. Revenues are $626 million. Monde- and controller of world- between the new and the old directors, and to lez is a global snacks company. Revenues are wide sales and vice presi- add the CEOs of Honeywell, Ashland, and Case- $35 billion. BCG is a global management con- dent and corporate con- sulting firm. troller. He will be retiring from the company New Holland to the board . in September 2014. Also is a director of the

SECOND QUARTER 2014 49 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

BOARD REPORT

Trend in director compensation: nies pay the lowest . • Board retainers at large-cap companies are almost double the amount at small-cap Simpler, more transparent companies . • Board meeting fees have not increased Ed. Note: A major survey of director pay ment between directors’ and shareholders’ and remain at $1,500 from last year . comes every year from compensation consul- long-term interests and to address investor tancy Frederic W . Cook & Co . Inc . The firm’s concerns about the appropriateness of stock Equity Compensation 2013 Compensation Report options due to their risk and reward profile . • Stock awards (or stock units) are the most was released in December 2013 . This report prevalent form of equity compensation and are includes 300 publicly traded companies in the Total Compensation Levels most frequently determined based on a fixed financial services, industrial, retail, technolo- • Total compensation levels are largely dollar value versus number of shares . gy, and energy sectors, divided into three size dependent on company size, while the rela- • Equity compensation continues to shift categories based on market capitalization . tionship between pay levels and industry is away from options toward full-value shares, The following is from the report’s executive less apparent . Median total compensation for illustrated by an approximately 20% year- summary, which highlights key findings from board service is summarized in the accompa- over-year decline from our prior year’s study the latest survey . nying exhibit . in the number of companies that grant stock • Median total compensation increased at options . irector compensation levels have a faster rate in small-cap companies com- • With the exception of technology compa- stabilized since the introduction of the pared to mid- and large-cap companies . nies, stock option use is minimal (utilized by DDodd-Frank Act, with recent increases • Industrial and technology companies have less than 15% of financial services, industrial, in the low to mid single digits (i .e ., 3% to 6%) . the first and second highest median total com- retail, and energy companies, compared to Compared to last year, small-cap companies pensation levels, respectively, while financial 30% of technology companies) . had the largest increase in total director com- services companies have the lowest . pensation . Director workload and scrutiny Program Structure continues to increase, especially for com- Cash/Equity Mix • Large companies (i .e ., market capital- pensation committee members, in light of • The financial services sector pays the ization greater than $5 billion) tend to have Say-On-Pay and continued media attention . highest portion of total compensation in cash simple compensation structures composed of From a design perspective, the trend is (55% of total compensation) and technology two parts: 1) retainers for board and commit- toward simpler, more transparent director companies the lowest (34% of total compen- tee chair service, and 2) equity awards deliv- compensation programs that reward direc- sation in cash) . ered in full-value stock or stock units . tors based on their role while recognizing the • Small-cap companies pay the highest • Committee chairs are usually provided importance of independence and the goal of portion of total compensation in cash (53% of additional retainers for leadership of the audit, aligning director and shareholder interests . total compensation), and large-cap compa- compensation, or nominating and governance Companies are moving away from board nies the lowest (39% of total compensation committees . Audit committee and committee meeting fees to simplify in cash) . and members continue to receive the highest administration and communicate that atten- level of compensation for committee service . dance is expected . In addition, companies Cash Compensation • When provided, compensation for com- are replacing stock options with deferred or • The highest board retainer is provided in mittee member service is usually in the form restricted shares to provide stronger align- industrial companies and technology compa- of meeting fees . The median meeting fee for the survey population is $1,500, with minimal variations based on industry or size . Median values Small cap Mid cap Large cap • The median additional retainer for lead Less than $1B $1B - $5B Greater than $5B director service ranges from $20,000 to Market capitalization ($M) $465 $2,661 $17,436 $25,000 across companies of various indus- tries and different sizes . Total compensation - 2013 study $125,260 $182,500 $236,650 Total compensation - 2012 study $118,000 $178,000 $229,000 Frederic W. Cook & Co.’s 2013 Director Compensation Report is available on the Year-over-year increase 6% 3% 3% firm’s website at www.fwcook.com.

50 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

California Polytechnic State University Foun- Hartford is a financial services and insurance Herman Miller is a furniture designer and dation. Age 50. company. Revenues are $27 billion. Provi- manufacturer. Revenues are $2 billion. Shise- dence is a global private equity firm. ido Americas was established in 1965 by Shi- Goldman Sachs is a global investment bank- seido Co. Ltd., the global cosmetics company ing firm. Revenues are $31 billion. Apple headquartered in Tokyo. markets personal computers and related soft- HCA HOLDINGS INC. ware and services. Revenues are $108 billion. Nashville, TN HESS CORP. has added to its board: New York, NY GOODYEAR TIRE Robert J. Dennis & RUBBER CO. Chairman, President and CEO has added to its board: Akron, OH Genesco Inc. Terrence Checki Nashville, TN has added to its board: Bio Notes: He is retiring this year from his post Michael J. Morell Nancy-Ann DeParle as EVP of the New York Fed. He began his ca- Senior Fellow Founding Partner reer there in 1967 and was first named to the Belfer Center for Science and Consonance Capital Partners EVP role in 1995. During his tenure he held International Affairs New York, NY positions in the corporate, financial supervi- Harvard Kennedy School sion, and international affairs areas. Age 68. Cambridge, MA Bio Notes: Dennis has served as president and Hess is a global energy company. Revenues are Bio Notes: He served in numerous strategic CEO of Genesco since $22 billion. roles during his more than 30-year career 2008 and chairman since with the Central Intelligence Agency, includ- 2010. His prior positions ing director of Asian Pacific and Latin Amer- with the company includ- IGNITE RESTAURANT ican analysis beginning in 1999 and most ed COO from 2005-2006 GROUP INC. recently as deputy director from 2010-2013. and president and CEO Houston, TX Among his many recognitions, he received from 2006-2008. DeParle the Distinguished Intelligence Medal for his served from 2009-2013 in senior positions in has added to its board: role in the 2011 operation against Osama Bin the White House, including director of the Robert Merritt Laden. He currently is a counselor at Beacon White House Office of Health Reform. From Global Strategies. Age 55. 2001-2009 she was a senior advisor with Bio Notes: He has over three decades of expe- JPMorgan Partners and served as a managing rience in the restaurant industry, and was an Goodyear is one of the world’s largest tire director of CCMP Capital, its successor entity. original member of the companies. Revenues are $20 billion. Belfer Note: Also joining the HCA Holdings board is team of Outback Steakhouse Inc. Also is a Center is focused on research, teaching, and Dr. Jack Rowe, who since 2006 has been a pro- board member of Cosi Inc. and Ruth’s Hospi- training in international security affairs, en- fessor in the department of Health Policy and tality Group Inc. Age 59. vironmental and resource issues, and science Management at Columbia University Mailman and technology policy. School of Public Health. Ignite owns and operates the restaurant brands Joe’s Crab Shack, Brick House Tavern & HCA is a healthcare services company. Rev- Tap, and Romano’s Macaroni Grill. Revenues HARTFORD FINANCIAL enues are $34 billion. Genesco is a specialty are $761 million. SERVICES GROUP INC. retailer of footwear, headwear, sports apparel Hartford, CT and accessories. Revenues are $3 billion. Con- sonance Capital is an investment firm that in- INFORMATICA CORP. has added to its board: vests broadly across the health care landscape. Redwood City, CA Julie Richardson Senior Advisor has added to its board: Providence Equity Partners HERMAN MILLER INC. Hilarie Koplow-McAdams Providence, RI Zeeland, MI New Relic Inc. Bio Notes: Prior to assum- has added to its board: San Francisco, CA ing her present position in Heidi Manheimer 2012 she was a partner Chief Executive Officer Bio Notes: In her current role since December and head of Private Equi- Shiseido Americas Corp. 2013. Previously she was president of global ty Partners’ New York of- New York, NY sales at salesforce.com where she helped grow fice where she led the the company’s cloud business from $1 billion firm’s global communica- Bio Notes: Prior to being appointed CEO of annually to nearly $4 billion. She led direct tions investment practice. Shiseido Americas in 2006 she was president sales at Oracle Corp. for 18 years. Age 49. She joined J.P. Morgan of the company’s U.S. operations from 2002- Chase in 1998, where she would serve as VP of 2006 and EVP and general manager from Informatica provides data integration soft- its investment banking division and head of its 2000-2002. From 1992-1999 she served as VP ware. Revenues are $948 million. New Relic is telecommunications, media, and technology and divisional merchandise manager of cos- a software analytics company. group. She began her career at Merrill Lynch. metics, fragrances, and apothecary at Barney’s Age 50. New York.

SECOND QUARTER 2014 51 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

Tabron (pictured)has been in her present po- ITRON INC. sition since Jan. 1, 2014. She is the first Afri- KOHLBERG KRAVIS Liberty Lake, WA can-American to lead the foundation in its ROBERTS & CO. LP 83-year history. She has been with the founda- New York, NY has added to its board: tion for 26 years. Most recently she was execu- Michael Pulli tive vice president for operations and CFO. has added to its board: Chief Executive Officer Also is president of the board of the Western David Drummond Pace PLC Michigan University Foundation and a board SVP of Corporate Development U.K. member of many community organizations. and Chief Legal Officer Google Inc. Bio Notes: Before being appointed CEO of Kellogg is a producer of cereal and conve- Mountain View, CA Pace in 2011 he served nearly eight years as nience foods. Revenues are $14 billion. Kel- president of Pace Americas. Earlier he served logg Foundation is a nonprofit organization Bio Notes: In his current role since 2006, where in management positions at Motorola, includ- founded in 1930 by cereal pioneer Will Keith he leads Google’s global teams for legal, gov- ing VP of international operations. Kellogg. ernment relations, corporate development and new business development. Previously he was Itron provides meter data management soft- Google’s SVP of corporate development. Is also ware and other products to electric, natural KEYCORP a director of Uber Technologies and Rocket gas, and water utilities worldwide. Revenues Cleveland, OH Lawyer Inc., which offers free legal documents are $2 billion. Pace offers products and ser- and affordable legal services. Age 50. vices for the global broadcast and broadband has added to its board: industries. Revenues are $2 billion. Demos Parneros KKR is a private equity investment firm traded President, North American Stores and Online on the NYSE. Revenues are $10 billion. Google Staples Inc. is an online search engine. Revenues are $60 JANUS CAPITAL Framingham, MA billion. GROUP INC. Denver, CO Bio Notes: He has spent a 25-year career in management roles with Staples, where he L BRANDS INC. has added to its board: serves as a member of the company’s execu- Columbus, OH Eugene Flood Jr. tive committee and was appointed president of U.S. stores in 2002. In 2012 he took on has added to its board: Bio Notes: From 2011 until his 2012 retire- additional responsibility for Staples.com and Stephen D. Steinour ment he served as EVP of TIAA-CREF, where Canada. Chairman, President, and CEO for seven years he was a member of the fund Huntington Bancshares Inc. organization’s board of trustees. He previously KeyCorp is a financial services company. Rev- Columbus, OH spent 12 years as president and CEO of Smith enues are $4 billion. Staples is a distributor of Breeden Associates, an asset management firm. office products. Revenues are $24 billion. Bio Notes: He previously was managing part- ner of CrossHarbor Capital. He had also held Janus Capital is an investment management senior positions at Citizens Financial Group, company. Revenues are $874 million. KIMBALL which he joined in 1992 from Fleet Financial INTERNATIONAL INC. Group, and was EVP at Bank of New England. Jasper, IN Also is a director of Exelon Corp. KELLOGG CO. has added to its board: Battle Creek, MI L Brands is a specialty women’s retailer. Timothy Jahnke Revenues are $11 billion. Huntington is a has added to its board: President and CEO regional bank holding company. Revenues Stephanie Burns Elkay Manufacturing Co. are $3 billion. Oak Brook, IL La June Montgomery Tabron President and CEO Bio Notes: In present position since 2007. LEUCADIA W.K. Kellogg Foundation He previously served in senior positions for NATIONAL CORP. Battle Creek, MI Newell Rubbermaid Corp., including group New York, NY president of home and family products from Bio Notes: Burns is the 2004-2007 and VP of human resources from has added to its board: retired chairman and 2001-2004. Linda Adamany CEO of Dow Corning Corp., where she was in- Kimball operates in two business segments: Bio Notes: She had a 27-year career with BP strumental in spearhead- electronic manufacturing services and furni- PLC. Most recently she was group vice presi- ing Dow Corning’s invest- ture. Revenues are $1 billion. Elkay is a fam- dent of commercial directorate and business ments in emerging ily-owned company that manufactures and support at BP Refining and Marketing from markets, including China, markets products for the housing, remodeling, 2005 to 2007. She is a director of engineering India, Russia, Turkey, and hospitality and commercial markets. and project management consultancy AMEC Vietnam. She served as Dow Corning’s first PLC, where she is chair-elect of the board’s eth- director of women’s health. She served on ics committee. Age 60. President Obama’s President’s Export Council.

52 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

Leucadia is a holding company engaged in partner in 1975. Also is a director of Bris- in various roles, including leading the U.S. Ser- mining and drilling services, telecommunica- tol-Myers Squibb. Age 71. vices Industry, the Americas SAP Practice and tions, health care, banking and lending, and the Global Supply Chain Practice. real estate. Revenues are $11 billion. Mead Johnson is a global leader in pediatric nutrition. Revenues are $3 billion. MetLife provides insurance and financial services. Revenues are $69 billion. Campbell LOCKHEED MARTIN CORP. Soup is a foods manufacturer. Revenues are Bethesda, MD MERCURY GENERAL CORP. $8 billion. has added to its board: Los Angeles, CA Daniel Akerson has added to its board: MICROSOFT CORP. James Ellis Redmond, WA Bio Notes: He was chair- Dean has added to its board: man and CEO of General University of Southern California Motors Co. until his retire- Marshall School of Business Mason Morfit ment in January 2014. Pre- Los Angeles, CA President viously he was managing ValueAct Capital director of The Carlyle Bio Notes: In present po- San Francisco, CA Group and served as chair- sition since 2007. Since man, chief executive officer joining Marshall School’s Bio Notes: He joined ValueAct Capital in or president of several marketing department in January 2001. Previously he worked in eq- major companies, including Nextel Communi- 1997, where he holds the uity research for Credit Suisse First Boston. cations, General Instrument Corp., and MCI Robert R. Dockson Dean’s Is also a director of Valeant Pharmaceuticals Communications. Age 65. Chair in Business Admin- International and a former director of Ad- istration, he has served in vanced Medical Optics, C.R. Bard, Immucor, Lockheed Martin is an information technol- a variety of academic MSD Performance and Solexa. He joins the ogy, defense industry, and aerospace products posts at USC, including vice dean of external Microsoft board as an activist investor. company. Revenues are $47 billion. relations and vice provost of globalization. From 1990-1997 he was chairman and CEO of Microsoft develops, licenses, and supports Port O’Call Pasadena, an upscale home acces- software products. Revenues are $83 billion. MCKESSON CORP. sory retailer. Earlier he was president and CEO ValueAct is an investment partnership with San Francisco, CA of American Porsche Design. Also is a director $8 billion under management. of Quiksilver Inc. has added to its board: N. Anthony Coles Mercury General is an automobile insurance MINERALS provider. Revenues are $3 billion. TECHNOLOGIES INC. Bio Notes: He was presi- New York, NY dent, CEO and chairman of Onyx Pharmaceuticals METLIFE INC. has added to its board: from 2012 to 2013, having New York, NY Donald C. Winter served as its president and Professor of Engineering Practice has added to its board: CEO and a member of its University of Michigan board from 2008 until Denise Morrison Ann Arbor, MI 2012. From 2005 to 2008 President and CEO he was an executive and a Campbell Soup Co. Bio Notes: Until 2012 he director of NPS Pharmaceuticals. Prior to 2005 Camden, NJ served as chair of the Na- he served in various leadership positions in the tional Academy of Engi- pharmaceutical industry, including at Merck, Peggy Vaughan neering Committee Bristol-Myers Squibb and Vertex Pharmaceu- charged with investigating ticals. Age 53. Bio Notes: Morrison (pic- the causes of the Deepwa- tured) has been in her ter Horizon Blowout for McKesson provides products and services to the current position since the Secretary of the Interi- health care industry. Revenues are $130 billion. 2011. She joined the com- or. From 2006-2009 he pany in 2003 and has held was Secretary of the Navy. Previously he was a variety of executive po- president and CEO of TRW Systems (later MEAD JOHNSON sitions, including execu- Northrop Grumman Mission Systems), which NUTRITION CO. tive vice president and he joined in 1972. He currently consults and Glenview, IL chief operating officer. lectures on systems safety. She previously served for eight years at Kraft has added to its board: Foods Inc. In 2012 she was named to President Minerals Technologies develops specialty Michael Grobstein Obama’s Export Council. Is also a director of mineral, mineral-based, and synthetic mineral Catalyst Inc. and the Grocery Manufacturers products. Revenues are $1 billion. Bio Notes: He served as vice chairman of Ernst Association. Vaughan began her consulting & Young LLP from 1984 until his retirement career at PricewaterhouseCoopers and became in 1998. He joined EY in 1964 and was made a partner in 1988. During her tenure she served

SECOND QUARTER 2014 53 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

BOARD COMMITTEES Guidance on compensation committee membership

Ed. Note: The Complete Guide to Executive bankers, outside counsel, and management tandem stock option? This is one reason why Compensation (Third Edition) by Bruce Ellig consultants) . The retired executive may have having a compensation committee consisting was published in January 2014 by McGraw- fraternal ties to existing management, having mostly of executives from other companies Hill (www .mhprofessional .com) . Long rec- hired and trained them . The presence of sup- makes a lot of sense . They are more likely ognized as the guide to executive pay, the pliers on the board may give a to be knowledgeable about new edition is an impressive, 1,000-page false signal to others that this a wider range of forms of magnum opus, fully updated to address company is “tied up” with a compensation than those important changes regarding boards of direc- supplier . not exposed to execu- tors’ responsibilities, shifts in stakeholder Such individuals cannot tive pay plans . However, power, venture capitalism, and laws such as be considered true outside boards should be careful Dodd-Frank and health care reform . Ellig is a directors, that is, individuals in appointing members renowned compensation expert . He directed independent of management . to the committee to avoid worldwide HR for Pfizer Inc . and was secre- To qualify, the individual must interlocking relationships, tary to the board’s compensation committee . meet the SEC 16b-3 require- namely, where CEOs sit on He has written several articles for Directors ments . The SEC has also ruled each other’s compensation & Boards. The following is a passage from that securities exchanges committees . the book’s examination of the compensation must adopt listing standards Another excellent candi- committee of the board . requiring that compensation Bruce Ellig: Having a date for the compensation committee members be inde- compensation committee committee is the profes- ll pay and benefit decisions of the pendent . consisting mostly of execu- sional director (i e. ., some- board and other elected corporate Because many of the per- tives from other companies one whose only employ- A officers are to be decided by the formance measures used in makes a lot of sense . ment is serving on a number board with compensation committee input . the executive incentive pay of boards), usually a retired The exception to this rule is when action is plans are financial in nature, it could be executive . This may become a very attractive otherwise prescribed by law, regulation, or argued that the compensation committee second career for those who wish to take security listing requirements . should have at least one person who is a early retirement within their own firms, espe- A rather common definition of member- member of the audit committee . If this is not cially if shrinking inside-board sizes preclude ship is: the committee “shall not consist of practical because of the meeting dates of being elected while working . less than three members the two committees, perhaps However, from the viewpoint of knowledge, meeting appropriate statu- it is appropriate to periodical- the best candidate is an executive compen- tory and regulatory require- ly have a combined meeting of sation consultant or a similar individual in the ments as independent and the two committees . employ of another company . Either of these disinterested persons .” Knowledge of executive individuals would be a candidate whose Typically, all committee compensation programs is eligibility for the committee required simply members are members of obviously extremely helpful that candidates be “disinterested parties” the board . in serving on a compensation and not necessarily members of the board of Depending on the make- committee, and, therefore, at directors . up of the particular board, least one person on the com- Where a company is using several con- the compensation com- mittee should have a work- sultants, it may find the industry expert more mittee made up solely of ing knowledge of executive appealing, not only to bring another dimension outside directors could consist of former compensation . but also to avoid potential conflict-of-interest governmental officials, bankers, lawyers, When attempting to sort out the pros and charges . academicians, or executives of other firms . cons of various plans, one must understand Because experience is important, it may Some people are critical of companies whose the terminology . For example, what are the be unwise to rotate members of the commit- board membership consists of retired mem- advantages of a performance-unit plan cou- tee too early . Perhaps rotation of one person bers of management and those considered pled with nonqualified stock options over every several years would allow the commit- to be suppliers of contractual services (e .g ., a nonmarket, book value and market value tee to retain the needed expertise .

54 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

ed CEO she was the company’s EVP, CFO, and MONDELEZ MWI VETERINARY treasurer. She formerly worked for Deloitte & INTERNATIONAL INC. SUPPLY INC. Touche and PricewaterhouseCoopers. Also is Deerfield, IL Boise, ID a director of National CineMedia Inc. Age 47. has added to its board: has added to its board: Norfolk Southern is a transportation compa- Nelson Peltz Mark Durcan ny. Revenues are $11 billion. Regal is a motion CEO and Founding Partner Chief Executive Officer picture exhibitor with units named Regal Cin- Trian Fund Management LP Micron Technology Inc. emas, United Artists Theatres, and Edwards New York, NY Boise, ID Theatres. Revenues are $3 billion.

Bio Notes: In present position since 2005. Bio Notes: He has served in his current posi- From 1993-2007 he was chairman and CEO of tion since February 2012. Previously he held NUCOR CORP. Triarc Companies Inc. He also is nonexecutive various senior leadership roles at the company, Charlotte, NC chairman of Wendy’s Co. He also is a director including president and COO and chief tech- of Legg Mason Inc. and Ingersoll-Rand PLC. nology officer. He joined Micron in 1984. Is has added to its board: also a director of the Semiconductor Industry Gregory J. Hayes Mondelez is a global snacks company. Reve- Association and is chairman of the Micron Senior Vice President and CFO nues are $35 billion. Trian is an investment Foundation. Age 52. United Technologies Corp. management firm. Hartford, CT MWI distributes animal health products to veterinarians in the U.S. and U.K. Revenues are Bio Notes: He joined MONOTYPE IMAGING $2 billion. Micron is a semiconductor manu- United Technologies at HOLDINGS INC. facturer. Revenues are $11 billion. the time of its 1999 merg- Woburn, MA er with Sundstrand Corp., where he previously held has added to its board: NCI BUILDING a variety of senior posi- Gay Warren Gaddis SYSTEMS INC. tions, including VP of fi- President and CEO Houston, TX nance for Sundstrand T3 Aerospace. He has been in Austin, TX has added to its board: his current position since 2008. Age 53. George Ball Bio Notes: She is the founder and CEO of T3 Chief Financial Officer Nucor is a steel manufacturer. Revenues are (The Think Tank), the largest independent Parsons Corp. $19 billion. UT provides high-technology advertising agency owned by a woman in the Pasadena, CA products and services to the aerospace and U.S. She began her career as a copywriter for building industries. Revenues are $63 billion. Richards Group and became a partner at an Bio Notes: In present position since 2008. Austin-based advertising firm before founding Since joining Parsons in 1995 he has served as T3. Also is on C200’s governing corporate controller and international division OCCIDENTAL board of directors. manager of the Infrastructure & Technology PETROLEUM CORP. Group. He will serve on NCI’s audit commit- Los Angeles, CA Monotype is a global provider of text imaging tee and compensation committee. He is chair- solutions. Revenues are $107 million. T3 is an man of Ronald McDonald House Charities of has added to its board: independent marketing and advertising firm Southern California. Elisse Walter headquartered in Austin with offices in New York City and San Francisco. NCI manufactures and markets metal prod- Bio Notes: She was ap- ucts for the nonresidential construction indus- pointed an SEC commis- try in North America. Revenues are $1 billion. sioner by President MOVADO GROUP INC. Parsons is an engineering, construction and George W. Bush and was Paramus, NJ management services firm owned by an Em- sworn in on July 9, 2008. ployee Stock Ownership Trust. Revenues are She was later designated has added to its board: $3 billion. the agency’s chairman by Peter Bridgman President Obama, serving from December 2012 to Bio Notes: He most recently served as SVP NORFOLK SOUTHERN CO. April 2013. Prior to her SEC leadership she was and general auditor at PepsiCo Inc. From Norfolk, VA senior executive vice president, Regulatory 2000-2011 he was PepsiCo’s SVP and control- Policy & Programs, for FINRA. She joined the ler, leading the financial reporting and control has added to its board: Commodity Futures Trading Commission in functions. Earlier he spent 12 years at KPMG. Amy E. Miles 1994 as general counsel. Earlier in her career He served on the board of Alltel Corp. and Chief Executive Officer she served on the SEC’s staff. Age 63. Pepsi Bottling Ventures. Age 60. Regal Entertainment Group Knoxville, TN Occidental Petroleum is an international oil Movado designs and markets fine watches and and gas exploration and production company. operates company stores in the U.S. Revenues Bio Notes: She has spent 15 years with Regal Revenues are $24 billion. are $562 million. Entertainment, where prior to being appoint-

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in the luxury goods industry at Bulgari and OWENS-ILLINOIS INC. Louis Vuitton. She began her career in invest- POTBELLY CORP. Perrysburg, OH ment banking at Merrill Lynch and later went Chicago, IL on to work at Financo. has added to its board: has added to its board: Carol Williams Perry Ellis is a designer, distributor, and licen- Dan Ginsberg Special Advisor to the CEO sor of men’s and women’s apparel, accessories, Chief Executive Officer Dow Chemical Co. and fragrances. Revenues are $954 million. Dermalogica Midland, MI Gilt is an online luxury lifestyle retailer. Carson, CA

Bio Notes: She has served Bio Notes: In present po- in a variety of senior posi- PINNACLE FOODS INC. sition since 2011. He pre- tions during her nearly Parsippany, NJ viously served as CEO of 35-year career with Dow Redbull. Prior to that he Chemical, including SVP has added to its board: was with the advertising of basic chemicals and Jane Nielsen and marketing agencies president of chemicals EVP and CFO NW Ayer and Cunning- and energy. Also is a di- Coach Inc. ham & Walsh. Earlier in rector of Zep Inc. New York, NY his career he served as chief marketing officer at Hardee’s. Owens-Illinois is a glass container manufac- Bio Notes: In present position since 2011. She turer. Revenues are $7 billion. Dow Chemical had served in senior positions for PepsiCo, Potbelly operates sandwich shops. Revenues manufactures chemicals, plastics, and agricul- PepsiCo Americas, and Pepsi Bottling Group, are $299 million. Dermalogica, founded in tural products. Revenues are $57 billion. and formerly worked for Marakon Associates, 1986, offers skin care products. a global strategy consulting firm. She began her career in banking at CS First Boston Corp. PEPSICO INC. PRIMO WATER CORP. Purchase, NY Pinnacle is a producer and distributor of Winston-Salem, NC branded food products, including Duncan has added to its board: Hines, Vlasic, and Bird’s Eye. Revenues are $3 has added to its board: Rona Fairhead billion. Coach is a marketer of handbags and Susan Cates accessories. Revenues are $4 billion. President of Executive Development Bio Notes: From 2006- Kenan-Flagler Business School 2013 she was chairman University of North Carolina and CEO of Financial PIPER JAFFRAY CO. at Chapel Hill, Times Group, a division Minneapolis, MN Chapel Hill, NC of Pearson PLC, where she was CFO from 2002-2006. has added to its board: Bio Notes: She has served in her current role Also is a director of HSBC Scott Taylor since 2008 and is also executive director of Holdings PLC. Age 52. EVP, General Counsel and Secretary MBA@UNC. Previously she was a partner with Symantec Corp. Best Associates, a private equity firm based PepsiCo is a worldwide food and beverage Mountain View, CA in Dallas. Earlier in her career she worked in company. Revenues are $66 billion. investment banking at Merrill Lynch in New Bio Notes: In present po- York and corporate lending at Wachovia Bank sition since 2007. He pre- in Atlanta. PERRY ELLIS viously served as chief INTERNATIONAL INC. administrative officer, Primo Water provides purified bottled water, Miami, FL SVP and general counsel self-serve filtered drinking water and water of Phoenix Technologies dispensers in the U.S. and Canada. Revenues has added to its board: Ltd. He began his legal ca- are $91 million. Alexandra Wilson reer as a corporate attor- Co-Founder ney with San Francis- Gilt co-based law firm Pillsbury Madison & Sutro PVH CORP. New York, NY (now Pillsbury Winthrop Shaw Pittman). Also New York, NY is a director of VirnetX Holding Corp. Bio Notes: In 2007 she has added to its board: co-founded Gilt. She is Piper Jaffray is a middle-market investment Brent Callinicos currently head of strategic bank and institutional securities firm. Reve- Chief Financial Officer alliances, where she plays nues are $525 million. Symantec provides soft- Uber Technologies an integral role in shaping ware for the information technology industry. San Francisco, CA merchandising, strategic Revenues are $7 billion. brand partnerships, busi- Edward Rosenfeld ness development, and Chairman and CEO marketing and social Steven Madden Ltd media for the company. She previously worked Long Island City, NY

56 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

Bio Notes: Callinicos has been in his present rector on the BAE Systems PLC board and a position since September 2013. He previously SKULLCANDY INC. member of the company’s executive commit- was VP, treasurer, and chief accountant at Goo- Park City, UT tee. She joined the company in 2006. She pre- gle Inc. He joined Microsoft Corp. as a financial viously was with General Dynamics Corp. She analyst in 1992 and earlier held management has added to its board: began her career with Harris Corp. and Ford positions at Walt Disney Co. and Procter & Jay Brown Aerospace. Gamble Co. Rosenfeld joined Steven Madden Co-Founder and CEO in 2005 and has served in his present position Roc Nation Southern is an energy company. Revenues are since 2008. Previously he was VP in the mergers Beverly Hills, CA $17 billion. and acquisitions group at Peter J. Solomon Co. Bio Notes: He is a 20-year music industry ex- PVH is a global apparel company. Revenues ecutive veteran, discovering and fostering the SPRINT CORP. are $8 billion. Uber is a privately held com- careers of superstars including Rihanna and Overland Park, KS pany that connects riders to drivers through Ne-Yo. Co-founded Roc Nation in 2008. He its apps. Steven Madden is a fashion footwear previously served as EVP for Def Jam Record- has added to its board: company. Revenues are $1 billion. ings from 2005-2008 and as SVP of Elektra Marcelo Claure Records from 1999-2004. Chairman, President and CEO Brightstar Corp. QUEST DIAGNOSTICS INC. Skullcandy designs and markets audio and Miami, FL Madison, NJ gaming headphones and other related prod- ucts. Revenues are $239 million. Roc Nation is Bio Notes: Founded Brightstar in 2007. He has added to its board: a full-service entertainment company that op- previously was president of Cellular Solutions, Timothy Main erates as a subsidiary of Live Nation Entertain- a wireless retailer. Brightstar has been recog- Chairman ment Inc., which has revenues of $6 billion. nized as the largest Hispanic-owned business Jabil Circuit Inc. in the U.S. in 2011 and 2012. St. Petersburg, FL SONOCO PRODUCTS CO. Sprint is a communications services provid- Bio Notes: He has spent a more than 25-year Hartsville, SC er. Its merger with Softbank was completed in career with Jabil, where from 2000-2013 he July 2013. Revenues are $35 billion. Brightstar served as CEO. He has been a board member has added to its board: is a privately held global wireless distributor of the company since 1999 and was named Blythe J. McGarvie with revenues of over $6 billion. chairman in January 2013. Senior Lecturer, Accounting and Management Unit Quest offers diagnostic testing, information, Harvard Business School SPS COMMERCE INC. and services for the health care industry. Rev- Boston, MA Minneapolis, MN enues are $7 billion. Jabil provides electronics design, manufacturing, and product manage- Bio Notes: She joined the has added to its board: ment services. Revenues are $18 billion. HBS faculty in 2012. She Mike Smerklo was founder and CEO of Chairman and CEO Leadership for Interna- ServiceSource International Inc. SALESFORCE.COM INC. tional Finance, a global San Francisco, CA San Francisco, CA consulting firm. She was CFO for Paris-based con- Bio Notes: He has served as chairman of Ser- has added to its board: sumer goods company viceSource since 2008 and as CEO since 2003. Colin Powell BIC Group and formerly Earlier he helped found and held executive served as CFO of Hannaford Brothers Co., positions with Loudcloud, which later became Bio Notes: He is a retired which in 1999 was acquired by Delhaize Opsware. four-star Army general Group. She is the author of the best-selling who served as Secretary of book, Shaking the Globe. Also is a director of SPS offers in supply chain management soft- State under President Accenture PLC, Viacom Inc., Wawa Inc., and ware. Revenues are $104 million. Service- George W. Bush from automotive parts maker LKQ Corp. Source provides revenue management services 2001 to 2005. He was the to companies. Revenues are $272 million. first African American to Sonoco is a global packaging company. Reve- hold that position. He nues are $5 billion. served as Chairman of the SPX CORP. U.S. Joint Chiefs of Staff. He is a strategic ad- Charlotte, NC visor with Silicon Valley venture capital firm SOUTHERN CO. has added to its board: Kleiner Perkins Caufield & Byers. Age 77. Atlanta, GA Patrick Campbell Salesforce.com provides customer relation- has added to its board: ship management software. Revenues are $4 Linda Hudson Bio Notes: He is the retired SVP and chief fi- billion. nancial officer of 3M Co., a position he held Bio Notes: She retired as president and CEO of from 2002 to 2011. Previously he was vice pres- defense and aerospace company BAE Systems ident of international and Europe for General Inc. in January 2014. She was an executive di- Motors, where he served in various finance

SECOND QUARTER 2014 57 DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

BOARD PRACTICES On the ‘long and the short’ of board minutes Ed. Note: Do you need a guide to getting your ed, or short-form, style, and the narrative, Long-Form Minutes board minutes “just right” — not too much detailed, or long-form style . Historically, the Advantages detail, but not too little? Then you may want preference in writing minutes has been for • Spells out reasons board has taken to get your hands on a copy of Corporate an abbreviated style . However, in recent action and provides evidence of the Minutes: A Publication for the Corporate years, in response to various factors — board’s diligence in dealing with specific Secretary. Released in February 2014 by the including increased litigation challenging matters American Society of Corporate Secretaries board actions — some practitioners have • Presents clearer picture of total delib- & Governance Professionals (www . departed from the short-form model in eration process governanceprofessionals .org), this 27-page order to demonstrate that the board has • More in tune with recent case law for guide has been substantially updated from acted appropriately and are eligible for the material transactions the original 2006 publication to reflect protections afforded by the “business judg- current views and challenges in minutes ment” rule . The following points out some Disadvantages taking . Topics include preparing the min- of the advantages and disadvantages of • Provides greater opportunity for mis- utes, taking the minutes, choosing the form short- vs . long-form minutes . interpretation of language, particularly in a of minutes, writing resolutions, and other litigation context matters . Following is an excerpt from the Short-Form Minutes • May include extraneous information new guide . Advantages which may be confusing • Concise, easy way to determine action • Not as direct in explaining action taken inutes constitute a company’s taken by the board or committee by the board or committee history of the collective actions of • Helps avoid ambiguity Mits board of directors and its com- • Presents less language to be miscon- The Corporate Secretary has flexibility mittees, and therefore serve as vital legal strued in a litigation context to select the style and form of minutes that records . It is important, especially in a time may be appropriate in a particular instance . of increasing litigation by shareholder activ- Disadvantages When taking minutes of a meeting where ists and others scrutinizing the corporate • Does not spell out reasoning for action directors are considering matters that are business community that minutes accu- taken by the board or committee material to the corporation or that may be rately reflect the various items presented at • Does not demonstrate the board’s dili- challenged, some corporate secretaries each meeting, and the actions taken . gence in dealing with specific matters find it useful to build a more robust record In general, there are two alternative • Case law may require more detail for of diligence by the Board by adding more styles for writing minutes: The abbreviat- certain kinds of transactions to the minutes than the short-form method calls for . But at the same time, these secre- taries may want to avoid the dangers of the What to do about director notes long form, so they compromise by creating a “hybrid” form — fuller disclosure of the The taking and disposition of directors’ notes is a matter of concern to many corpo- action taken on important items, and spare rate secretaries . disclosure on the routine . Ideally, directors should be advised to refrain from taking notes, that any notes they Of course, one risk in this approach is take belong to the company, and that all such notes will be collected at the end of that a matter that may seem routine at the meetings . This is because individual directors’ records do not reflect the official acts time can become significant in hindsight, of the company and because, if there is more than one official set of the company’s and the contrast as to how different mat- records, the company cannot properly control their retention and limits their disclo- ters are treated in the same set of minutes sure to persons entitled to review them . The failure to control documents properly could prove disadvantageous . Thus, care- and to limit their disclosure could result in the inadvertent waivers of privileges and ful consideration needs to be given to the privacy rights . style of the minutes in the context of the As a practical matter, however, it is difficult to prevent directors from taking notes, matters addressed, and the corporate sec- and there are legitimate reasons why a director may choose to do so . retary should seek to use a “Goldilocks” — Corporate Minutes: A Publication for the Corporate Secretary, February 2014 approach — not too long and not too short, but “just right .”

58 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY functions during his 25 years with the compa- Bio Notes: He joined Lin- Bio Notes: In present position since March ny. Is also a director of Stanley Black & Decker coln Electric in 2011 as 2013. He joined Luxottica in 2010 as general and Gates Corp. Age 61. COO, was named presi- manager of Sunglass Hut North America. He dent and CEO in 2012 previously was COO of Lord & Taylor and SPX manufactures and services cooling prod- and chairman in 2013. He president and COO of the Victoria’s Secret ucts. Revenues are $5 billion. previously was EVP of unit of Limited Brands and served in manage- A.O. Smith Corp. and ment roles at May Department Stores Co. served in manufacturing STEIN MART INC. and management roles Tractor Supply operates retail farm and Jacksonville, FL with Regal-Beloit Corp., Superior Telecom, ranch stores and provides animal products, Essex Group, and General Motors Corp. hardware, and tools, including tractor parts. has added to its board: Revenues are $5 billion. Luxottica is a luxury Burton M. Tansky Timken manufactures highly engineered bear- and sports eyewear company. Revenues are $9 Senior Advisor ings, alloy steels, and related components and billion. Marvin Traub Associates assemblies. Revenues are $4 billion. Lincoln New York, NY Electric manufactures welding, cutting, and joining products. Revenues are $3 billion. TRAVELERS Bio Notes: In 2010, following a nearly 25-year COMPANIES INC. career, he retired as president and CEO of Nei- New York, NY man Marcus Group. He previously was CEO TOTAL SYSTEM of Bergdorf Goodman, a division of Neiman SERVICES INC. has added to its board: Marcus. He also was president of Saks Fifth Av- Columbus, GA Philip T. Ruegger III enue. He is a director of Donald Pliner Shoes Chairman has added to its board: and Howard Hughes Corp. Henry Street Settlement William M. Isaac New York, NY Stein Mart has department store locations Senior Managing Director and Global Head from California to Massachusetts. Revenues of Financial Institutions Bio Notes: He spent a nearly 40-year career are $1 billion. Marvin Traub is a consulting FTI Consulting Inc. with the law firm of Simpson Thacher & Bart- firm focused on the retail and consumer goods West Palm Beach, FL lett, where he became a partner in 1981 and sector. served as chairman from 2004 until his 2013 Connie McDaniel retirement. He advised clients on mergers and acquisitions, leveraged buyouts, corporate gov- TIBCO SOFTWARE INC. Bio Notes: Isaac founded ernance, investigations, corporate finance and Palo Alto, CA Secura Group, a financial general corporate and securities law matters. institutions consulting has added to its board: firm that was eventually Travelers offers property and casualty insur- David West acquired by LECG and ance. Revenues are $26 billion. Henry Street President and CEO later by FTI Consulting. provides opportunities for New Yorkers Big Heart Pet Brands Inc. He formerly was the through social services, arts, and health care San Francisco, CA youngest chairman of the programs. Federal Deposit Insurance Bio Notes: He has been in his current posi- Corporation, serving under both presidents tion since August 2011. He previously served Carter and Reagan. He also led the FDIC UNIVERSAL FOREST in executive leadership roles at Hershey Co., during the 1980s banking crisis. He also cur- PRODUCTS INC. including president and CEO, chief operating rently serves as chairman of Fifth Third Ban- Grand Rapids, MI officer and chief financial officer. He also spent corp. McDaniel has more than 30 years of ex- 14 years with Nabisco. Age 50. perience in senior management roles in has added to its board: accounting and finance at Coca-Cola Co. and Mary Tuuk Tibco provides infrastructure and business in- Ernst & Young. Also is a director of Ridge- EVP of Corporate Services telligence software. Revenues are $1 billion. Big worth Funds in Atlanta. and Secretary of the Board Heart Pet Brands, formerly Del Monte Foods’ Fifth Third Bancorp Pet Products, produces branded pet food and Total System is an electronic payment process- Cincinnati, OH pet snacks for the U.S. retail market. ing company. Revenues are $2 billion. FTI is a global business advisory firm. Revenues are Bio Notes: Prior to its 2001 acquisition by $2 billion. Fifth Third Bancorp she was SVP, corporate TIMKEN CO. secretary and legal counsel of Old Kent Fi- Canton, OH nancial Corp. She has been named one of the TRACTOR SUPPLY CO. 25 Women to Watch in Banking by American has added to its board: Brentwood, TN Banker magazine since 2008. Christopher Mapes Chairman, President, and CEO has added to its board: Universal Forest markets wood products. Rev- Lincoln Electric Holdings Inc. Mark Weikel enues are $3 billion. Fifth Third is a diversi- Cleveland, OH Luxottica Retail Optical North America fied financial services company. Revenues are Luxottica Group SpA $5 billion. Italy

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Bio Notes: In 2009 she founded Personalized Bio Notes: Prior to joining VAPOR CORP. Science, a consulting company focused on Juniper in 2009 she held a Dania Beach, FL innovative diagnostics. In 2008 she retired as series of management po- EVP and of Laborato- sitions at Microsoft Corp., has added to its board: ry Corporation of America Holdings (Lab- including corporate VP of Ryan Kavanaugh Corp), where she spent more than 18 years in the company’s Worldwide Chief Executive Officer a variety of senior roles, including EVP, chief Public Sector organiza- Relativity Media LLC medical officer, and . tion. She formerly spent Beverly Hills, CA She also was a venture partner at Hatteras 22 years at IBM Corp. Venture Partners. Bio Notes: As founder of Whirlpool manufactures home applianc- Relativity Media, he has West Pharmaceutical manufactures compo- es. Revenues are $19 billion. Juniper offers produced, distributed or nents and systems for injectable drug delivery. high-performance networking products. Rev- structured financing for Revenues are $1 billion. GeneCentric is a mo- enues are $5 billion. more than 200 motion lecular diagnostic company. pictures generating more than $17 billion in world- WILLIAMS wide box-office revenue. WET SEAL INC. COMPANIES INC. He is chairman of the Foothill Ranch, CA Tulsa, OK board for The Art of Elysium, an organization that encourages artists to donate their time has added to its board: has added to its board: and talents to children battling serious medical Nancy Lublin Eric Mandelblatt conditions. Age 39. Chief Executive Officer Founder Do Something Inc. Soroban Capital Partners LLC Vapor designs and markets electronic cig- New York, NY New York, NY arettes and vaporizers. Revenues are $26 million. Relativity Media is a full-scale film Deena Varshavskaya Bio Notes: He founded New York-based So- studio that acquires, develops, produces, and Chief Executive Officer roban Capital in 2010. He previously was a distributes films and produces television Wanelo partner and co-CEO of TPG-Axon Capital programs. San Francisco, CA Management and a former Goldman Sachs energy analyst. He joins the board as an ac- Bio Notes: Lublin has tivist investor. VONAGE HOLDINGS CORP. been in her current role Holmdel, NJ since 2003 and was previ- Williams is a natural gas producer, processor, ously the creator of Dress and transporter. Revenues are $7 billion. Soro- has added to its board: for Success. She is a strat- ban is an activist hedge fund investing in both Carolyn Katz egist with expertise in equity and debt markets. teen brand marketing, Bio Notes: She was a principal of Providence technology, the Internet, Equity Partners Inc., which specializes in next-stage fundraising, YELP INC. equity investments in telecommunications and corporate citizenship. Varshavskaya San Francisco, CA and media companies. She formerly spent 16 (pictured)started Wanelo in 2010. Previously years at Goldman, Sachs & Co, where she was she ran a boutique design agency based in has added to its board: a managing director and co-head of emerging Los Angeles. Also elected to the board is Mariam Naficy communications. Currently serves as execu- Adam Rothstein, general partner at Founder and CEO tive chair of Author & Co., a digital publisher. Disrupt-ive Technologies Partners, an early Minted Also is a director of American Tower and NII stage venture fund. San Francisco, CA Holdings. Wet Seal is a fashion retailer. Revenues are Bio Notes: She founded Minted in 2007. From Vonage provides communications services. $567 million. Do Something is a not-for- 2003-2007 she was general manager of the Revenues are $851 million. profit organization for young people and so- e-commerce division at Body Shop. Prior to cial change. It has over 2 million members. that she co-founded Eve.com, the first online Wanelo is an online shopping community. cosmetics retailer. She began her career as an WEST PHARMACEUTICAL investment banker at Goldman Sachs. SERVICES INC. Exton, PA WHIRLPOOL CORP. Yelp provides online reviews for everything Benton Harbor, MI from boutiques and mechanics to restau- has added to its board: rants and dentists. Revenues are $233 million. Myla Lai-Goldman has added to its board: Minted is an online marketplace for indepen- Chief Executive Officer and President Geraldine Elliott dent design and art. GeneCentric Diagnostics Inc. EVP and Chief Customer Officer Durham, NC Juniper Networks Inc. Sunnyvale, CA

60 DIRECTORS & BOARDS DIRECTORS & BOARDS’ DIRECTORS ROSTER SPONSORED BY

ZEBRA TECHNOLOGIES CORP. Company Index Lincolnshire, IL has added to its board: 1-800-Flowers.com Inc. Janus Capital Group Inc. Frank Modruson Abercrombie & Fitch Co. Kellogg Co. ACCO Brands Corp. KeyCorp Bio Notes: He retired in Activision Blizzard Inc. Kimball International Inc. 2014 as chief information ADT Corp. Kohlberg Kravis Roberts & Co. LP officer of Accenture, a role Advance Auto Parts Inc. L Brands Inc. he held since 2003. He has Akamai Technologies Inc. Leucadia National Corp. had a 26-year career at Ac- Alcoa Inc. Lockheed Martin Corp. centure. Also is a director Allergan Inc. McKesson Corp. of Taleris, a joint venture Allstate Corp. Mead Johnson Nutrition Co. between Accenture and American Realty Capital Properties Inc. Mercury General Corp. GE Aviation. Age 54. American Vanguard Corp. MetLife Inc. Ameriprise Financial Inc. Microsoft Corp. Zebra is engaged in specialty digital printing Apache Corp. Minerals Technologies Inc. and identification solutions. Revenues are $1 AptarGroup Inc. Mondelez International Inc. billion. Automatic Data Processing Inc. Monotype Imaging Holdings Inc. Bed Bath & Beyond Inc. Movado Group Inc. Best Buy Co. Inc. MWI Veterinary Supply Inc. ZOETIS INC. BlackRock Inc. NCI Building Systems Inc. Florham Park, NJ Bloomin’ Brands Inc. Norfolk Southern Co. has added to its board: BorgWarner Inc. Nucor Corp. Boston Scientific Corp. Occidental Petroleum Corp. Willie Reed Brink’s Co. Owens-Illinois Inc. Dean of the College of Veterinary Medicine Cabela’s Inc. PepsiCo Inc. Purdue University Caesars Acquisition Co. Perry Ellis International Inc. West Lafayette, IN Cardinal Financial Corp. Pinnacle Foods Inc. CDW Corp. Piper Jaffray Co. Bio Notes: In present position since 2007. He Celanese Corp. Potbelly Corp. has more than 30 years of experience in animal Choice Hotels International Inc. Primo Water Corp. health and veterinary medicine. Comcast Corp. PVH Corp. Computer Programs & Systems Inc. Quest Diagnostics Inc. Zoetis is an animal health company that was Cree Inc. Salesforce.com Inc. spun off from Pfizer Inc. in 2013. Revenues are CVSL Inc. $5 billion. Skullcandy Inc. Deluxe Corp. Sonoco Products Co. Dice Holdings Inc. Southern Co. ZULILY INC. Dicks Sporting Goods Inc. Sprint Corp. Ecolab Inc. SPS Commerce Inc. Seattle, WA Emerson Electric Co. SPX Corp. has added to its board: Entercom Communications Corp. Stein Mart Inc. Enterprise Financial Services Corp. Tibco Software Inc. John Geschke Famous Dave’s of America Inc. Timken Co. General Counsel First Busey Corp. Total System Services Inc. Zendesk Flir Systems Inc. Tractor Supply Co. San Francisco, CA Fluor Corp. Foot Locker Inc. Travelers Companies Inc. Bio Notes: Prior to joining FTD Companies Inc. Universal Forest Products Inc. Zendesk in 2012 he was FTI Consulting Inc. Vapor Corp. general counsel for Nor- General Dynamics Corp. Vonage Holdings Corp. west Venture Partners, a Goldman Sachs Group Inc. West Pharmaceutical Services Inc. venture capital and growth Goodyear Tire & Rubber Co. Wet Seal Inc. equity firm. He also prac- Hartford Financial Services Group Inc. Whirlpool Corp. ticed law for nearly 14 HCA Holdings Inc. Williams Companies Inc. years and became partner Herman Miller Inc. Yelp Inc. at Cooley LLP. Hess Corp. Zebra Technologies Corp. Ignite Restaurant Group Inc. Zoetis Inc. Zulily is a website for selling children’s cloth- Informatica Corp. Zulily Inc. ing and accessories. Revenues are $696 million. Itron Inc. Zendesk provides software for customer service departments and help desks.

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Blythe J. McGarvie, Sonoco Products Co. Deborah Doyle McWhinney, Fluor Corp. Siddharth N. Mehta, Allstate Corp. Director Index Robert Merritt, Ignite Restaurant Group Inc. Barry M. Meyer, Activision Blizzard Inc. Linda Adamany, Leucadia National Corp. Gay Warren Gaddis, Monotype Imaging Amy E. Miles, Norfolk Southern Co. Daniel Akerson, Lockheed Martin Corp. Holdings Inc. Thomas L. Millner, Best Buy Co. Inc. George Ball, NCI Building Systems Inc. John Geschke, Zulily Inc. Donna M. Milrod, Cabela’s Inc. Mark Barrenechea, Dicks Sporting Goods Inc. Dan Ginsberg, Potbelly Corp. Frank Modruson, Zebra Technologies Corp. Scott D. Baskin, American Vanguard Corp. Michael P. Gregoire, Automatic Data La June Montgomery Tabron, Kellogg Co. Tracey Belcourt, FTD Companies Inc. Processing Inc. Michael J. Morell, Goodyear Tire & Rubber Co. Jean S. Blackwell, Celanese Corp. Michael Grobstein, Mead Johnson Nutrition Co. Mason Morfit, Microsoft Corp. Dianne Neal Blixt, Ameriprise Financial Inc. Catherine Halligan, Flir Systems Inc. Denise Morrison, MetLife Inc. Edward D. Breen, Comcast Corp. James Havel, Enterprise Financial Services Corp. Mariam Naficy, Yelp Inc. Peter Bridgman, Movado Group Inc. Gregory J. Hayes, Nucor Corp. David W. Nelms, CDW Corp. Jay Brown, Skullcandy Inc. Sean P. Hegarty, 1-800-Flowers.com Inc. Amy Nelson, Apache Corp. Terry Burman, Abercrombie & Fitch Co. Linda Hudson, Southern Co. Jane Nielsen, Pinnacle Foods Inc. Stephanie Burns, Kellogg Co. Kay Bailey Hutchinson, CVSL Inc. Steven Oakland, Foot Locker Inc. Brent Callinicos, PVH Corp. William M. Isaac, Total System Services Inc. Peter Oppenheimer, Goldman Sachs Patrick Campbell, SPX Corp. Timothy Jahnke, Kimball International Inc. Group Inc. Susan Cates, Primo Water Corp. Pradeep Jotwani, ACCO Brands Corp. A. Robert Outlaw, Computer Programs & Systems Inc. Terrence Checki, Hess Corp. Carolyn Katz, Vonage Holdings Corp. Demos Parneros, KeyCorp Marcelo Claure, Sprint Corp. Ryan Kavanaugh, Vapor Corp. Nelson Peltz, Mondelez International Inc. N. Anthony Coles, McKesson Corp. Candace Kendle, Emerson Electric Co. Charles R. Perrin, Abercrombie & Fitch Co. Pamela Daley, BlackRock Inc. Monte Koch, Choice Hotels International Inc. Colin Powell, Salesforce.com Inc. Richard J. Daly, ADT Corp. Hilarie Koplow-McAdams, Informatica Corp. Michael Pulli, Itron Inc. Robert J. Dennis, HCA Holdings Inc. Don R. Kornstein, Caesars Acquisition Co. Thomas J. Reddin, Deluxe Corp. Nancy-Ann DeParle, HCA Holdings Inc. Andreas Kramvis, AptarGroup Inc. Willie Reed, Zoetis Inc. Amy DiGeso, Ameriprise Financial Inc. Myla Lai-Goldman, West Pharmaceutical Services Inc. Ed Rensi, Famous Dave’s of America Inc. Susan Docherty, Brink’s Co. Mark LaNeve, Entercom Communications Corp. John B. Replogle, Cree Inc. David Drummond, Kohlberg Kravis Roberts & Co. LP Barbara Lang, Cardinal Financial Corp. Julie Richardson, Hartford Financial Services Group Inc. Mark Durcan, MWI Veterinary Supply Inc. Nancy Lublin, Wet Seal Inc. Carol L. Roberts, Alcoa Inc. Geraldine Elliott, Bed Bath & Beyond Inc., Edward Ludwig, Boston Scientific Corp. Whirlpool Corp. Timothy Main, Quest Diagnostics Inc. Edward Rosenfeld, PVH Corp. James Ellis, Mercury General Corp. Eric Mandelblatt, Williams Companies Inc. Adam Rothstein, Wet Seal Inc. Rona Fairhead, PepsiCo Inc. Heidi Manheimer, Herman Miller Inc. Jack Rowe, HCA Holdings Inc. Nicholas C. Fanandakis, FTI Consulting Inc. Christopher Mapes, Timken Co. Philip T. Ruegger III, Travelers Companies Inc. David R. Fitzjohn, Bloomin’ Brands Inc. Arthur C. Martinez, Abercrombie & Fitch Co. Vicki Sato, BorgWarner Inc. Eugene Flood Jr., Janus Capital Group Inc. Connie McDaniel, Total System Services Inc. Brian Schipper, Dice Holdings Inc. Laura Schumacher, General Dynamics Corp. Steven M. Scopellite, Akamai Technologies Inc. Michael Silverstein, FTD Companies Inc. O. Temple Sloan III, Advance Auto Parts Inc. The Directors Roster Mike Smerklo, SPS Commerce Inc. William G. Stanley, American Realty Capital The Directors Roster is a detailed record of described .) For public companies, to give a Properties Inc. executives added to corporate boards . The sense of the size and scope of the enterprise, Cathy Stauffer, Flir Systems Inc. Roster covers a three-month period prior to we also include revenues (or, in some cases, Stephen D. Steinour, L Brands Inc. the publication of each edition of Directors & assets for financialinstitutions) ­ . The compa- Burton M. Tansky, Stein Mart Inc. Scott Taylor, Piper Jaffray Co. Boards. It includes companies of all sizes, from nies and directors spotlighted in the published Henri Termeer, Allergan Inc. billion-dollar blue chips to smaller growth ven- roster are only a sample of those included in Mary Tuuk, Universal Forest Products Inc. tures, that have elected new outside directors . the online roster . Deena Varshavskaya, Wet Seal Inc. The Roster is organized alphabetically by Peggy Vaughan, MetLife Inc. the company adding the new director(s) . In- We welcome your announce­ments of Suzanne Vautrinot, Ecolab Inc. cluded in each Roster entry are a biographical newly elected corporate directors, and Elisse Walter, Occidental Petroleum Corp. note on each director and a description of the your inquiries on any matters related to the Mark Weikel, Tractor Supply Co. David West, Tibco Software businesses of both the company adding the Directors Roster . E-mail: jkristie@directors Carol Williams, Owens-Illinois Inc. new director and of the director’s company . andboards .com . Alexandra Wilson, Perry Ellis International Inc. (Schools, universities, hospitals, etc ., are not — James Kristie Donald C. Winter, Minerals Technologies Inc. Phyllis M. Wise, First Busey Corp.

62 DIRECTORS & BOARDS