4th Annual U STechnology .. Board Index · John G. Connors, director, Splunk and Nike Mercedes Johnson, director, Intersil Corporation, Juniper Networks, Micron Technology and Teradyne

technology board index 2015 page 4

U. S. Technology Board Index

4th Annual

About Spencer Stuart Board Services

At Spencer Stuart, we know how much leadership matters. We are trusted by organizations around the world to help them make the senior-level leadership decisions that have a lasting impact on their enterprises. Through our executive search, board and leadership advisory services, we help build and enhance high-performing teams for select clients ranging from major multinationals to emerging companies to nonprofit institutions.

Privately held since 1956, we focus on delivering knowledge, insight and results through the collaborative efforts of a team of experts — now spanning 56 offices, 30 countries and more than 50 practice specialties. Boards and leaders consistently turn to Spencer Stuart to help address their evolving leadership needs in areas such as senior-level executive search, board recruitment, board effectiveness, succession planning, in-depth senior management assessment and many other facets of organizational effectiveness.

For more than 30 years, our Board Practice has helped boards around the world identify and recruit independent directors and provided advice to chairmen, CEOs and nominating committees on important governance issues. In the past year alone, we have conducted nearly 700 director searches. We are the firm of choice for both leading multinationals and smaller organizations, conducting more than one-third of our assignments for companies with revenues less than $1 billion.

Our global team of board experts works together to ensure that our clients have unrivaled access to the best existing and potential director talent, and regularly assists boards in increasing the diversity of their composition. We have helped place women in more than 1,400 board director roles around the world and recruited roughly 600 minority directors.

In addition to our work with clients, Spencer Stuart has long played an active role in corporate governance by exploring — both on our own and with other prestigious institutions — key concerns of boards and innovative solutions to the challenges facing them. Publishing the Spencer Stuart Board Index (SSBI), now in its 30th edition, is just one of our many ongoing efforts.

For more information on Spencer Stuart, please visit www.spencerstuart.com.

Contents 2 introduction

4 Board composition

4 Board Size

5 Age of Directors

5 Female Representation

5 New Independent Directors

6 Chairman/CEO Split

6 Lead and Presiding Directors

6 Average Tenure

7 Board organization and process

7 Number of Board Meetings

7 Director Term Length

8 Mandatory Retirement

8 Board Committees

10 director compensation

10 Total Director Compensation

11 Board Retainers

12 Meeting Fees

12 Board Leadership Compensation

13 Audit Committee Compensation

13 Equity Compensation

14 snapshot: silicon valley governance highlights

16 governance takes center stage: 10 Best practices for Boards

21 comparative Board data

technology board index 2015page 2

Has the governance committee emerged as the new “center stage” committee for corporate boards? In light of the growing investor attention to governance issues — from board composition, succession and refreshment, executive compensation, risk oversight and strategic concerns — it may seem that way. Traditional institutional and activist investors increasingly are calling on boards to demonstrate that they are being thoughtful about the skills they need around the board table and how directors’ capabilities align with those needs. They expect boards to plan for CEO succession and evaluate their own performance. The responsibility for driving many of these areas falls to the board’s governance committee.

As part of this year’s U.S. Technology Board Index, we set out to identify the best governance practices for boards. We developed a list of priorities based on our work with boards and asked six technology company directors to weigh in on the list and the issues that their boards are prioritizing:

Tom A. Alberg, director, Amazon.com

John G. Connors, director, Splunk and Nike

Mercedes Johnson, director, Intersil Corporation, Juniper Networks, Micron Technology and Teradyne

Edward A. Kangas, non-executive chairman, United Technologies Corporation and Tenet Healthcare Corporation

Catherine Kinney, director, NetSuite, MetLife, MSCI and Quality Technology Services

Abhijit Y. Talwalkar, director, Lam Research Corporation

To explore what boards are doing in practice, Spencer Stuart’s fourth annual U.S. Technology Board Index examines trends in board composition, governance practices and director compensation for 200 top technology companies in the United States. The companies in this index range in size from $415 million in 2014 revenues to more than $180 billion and represent a broad swath of technology companies, including computer manufacturers, software developers, semiconductor and component makers, telecommunications equipment manufacturers, managed applications and network services, IT services, Internet publishing, search and Internet retail companies.

Introduction

75%Boards with at least one female director


Highlights from the 2015 U.S. Technology Board Index

> Technology company boards range in size from five to 15 members. The average size is 8.6 members.

> Eighty-one percent of technology board directors are independent versus 84% of S&P 500 directors.

> The percentage of technology company boards with at least one female director increased from 72% in 2014 to 75% this year. Nevertheless, technology boards significantly trail the S&P 500 in female representation; 97% of S&P 500 boards have at least one female director. Women represent 14% of the total number of directors on technology boards versus 19.8% of S&P 500 directors.

> Forty-seven percent of technology companies in our index added a new director in the 2015 proxy year, up from 42% in 2014. In total, 93 companies added 142 directors, compared with 2014, when 84 companies added 127 new directors. Thirty-three of the new directors, 23%, are women.

> Of the 200 technology boards in our index, 66% separate the chairman and CEO roles, compared with 48% of S&P 500 boards.

> The average tenure for technology company board members is slightly longer than the S&P 500 average, 8.8 years versus 8.5 years.

> The majority of technology company boards (54%) held three to seven meetings.

> Directors are elected annually on 70 percent of technology company boards, down from 72% in 2014. By comparison, 92% of S&P 500 companies have annual director elections.

> The number of technology company boards that have a mandatory retirement age fell to 39% from 43% in 2014. By comparison, 73% of S&P 500 boards report a mandatory retirement age for directors. Among the technology companies that have one, the average retirement age is 73.

> Technology company directors received total compensation of $277,578 on average, 9% more than in 2014. Stock awards represented 58% of total per-director compensation for technology company directors, and another 11% of compensation is in the form of stock options. Cash fees represent 28% of compensation for technology company directors.

Editor’s note: The index examines 200 public technology companies in the United States, sorted into four

groups based on revenue. The companies included in the index must have been publicly traded on one of the

major stock exchanges (NYSE or NASDAQ). Data for the U.S. Technology Board Index were obtained from

Equilar, a leading independent provider of executive and board compensation data and analysis, except where

noted. The data were derived from the most recent proxies released filed by June 15, 2015. Stock option awards

are valued using the Black-Scholes methodology.

8.8 yearsAverage board tenure

73Average mandatory

retirement age


Board Composition

tech Boards average 8.6 memBers > The average technology company board has 8.6 members, a slight increase from 8.5 last year.

By comparison, the S&P 500 company average is 10.8 members.

> Seventy-four percent of tech boards have nine or fewer members, compared with 24% of S&P 500 boards. Conversely, 26% of tech boards have 10 or more members, compared with 76% of S&P 500 boards.

> Technology boards in our index have as few as five members and as many as 15, while S&P 500 boards range in size from five to 25.

> Eighty-one percent of technology board directors are independent versus 84% of S&P 500 directors.

2015 snapshot

Average tenureTechnology company boards

47% of technology companies added a new director In total, 93 companies added 142 directors, compared with 2014, when 84 companies added 127 new directors.

47% 75%Technology boards with

at least one female director

Female representation in 2015

201472%

201413%

201429%

23%New independent

directors who are women

14%Representation of women

among all technology company directors

8.8years

8.5 years

Separation of chair and CEO roles

S&P 500 average

48% of S&P 500 boards.

66% of tech boards


Tech 200 Board Size Distribution

2015

4 to 7 30%

8 to 9 44%

10 to 11 19.5%

12 to 15 6.5%

the average age of independent directors on tech Boards is 62 > The average age of independent directors on technology company boards remains unchanged from

2014 at 62, a year younger on average than independent directors on S&P 500 boards (63.1).

> Twenty-six percent of technology boards have an average age of 59 or younger, compared with only 15% of S&P 500 boards.

75% of tech Boards include female directors > The percentage of technology company boards with at least one female director increased from 72% in

2014 to 75% this year. Nevertheless, technology boards significantly trail the S&P 500 in female representation; 97% of S&P 500 boards have at least one female director.

> Women represent 14% of the total number of directors on technology boards, a slight increase from 13% in 2014. By comparison, women represent 19.8% of S&P 500 directors.

> Among technology companies with $5 billion or more in revenue, at least 97% have one or more female directors, compared with 84% in 2014. Just 63% of technology companies with less than $500 million in revenue have any female directors, a decline from 70% in 2014.

Boards with Female Directors

Technology 200

Tech 200 S&P 500 >$5B $1B-$5B $500M-$1B < $500M

2015 75% 97% 97% 83% 54% 63%

2014 72% 95% 97% 78% 51% 70%

more new directors added in 2015 proxy year > Forty-seven percent of technology companies in our index added a new director in the 2015 proxy year,

up from 42% in 2014. In total, 93 companies added 142 directors, compared with 2014, when 84 companies added 127 new directors.

> Thirty-three of the new directors, 23%, are women. This is a decrease from last year when women represented 29% of new directors. One-third of technology boards that brought on a new independent director added at least one woman, compared with 43% in 2014. eBay and Servicenow added two women to their boards.


board composition

a majority of tech Boards separate the chair and ceo roles > Of the 200 technology boards in our index, 66% separate the chairman and CEO roles, down slightly

from 67% in 2014.

> Fewer than half of S&P 500 boards, 48%, split the two roles.

> The practice is most common among companies in the $500 million to $1 billion revenue band, where 70% of boards separate the roles.

Percentage of Boards Separating the Chairman and CEO Roles

Technology 200

Tech 200 S&P 500 >$5B $1B-$5B $500M- $1B < $500M

2015 66% 48% 58% 68% 70% 68%

continuing decline in numBer of Boards with a lead or presiding director > As more technology companies separate the chair and CEO roles, they are less likely to identify a lead or

presiding director. Forty-four percent of technology companies in our index have a lead or presiding director versus 45% in 2014.

> By comparison, 98% of S&P 500 companies have identified a lead or presiding director.

> Boards of technology companies with $5 billion or more in revenue are most likely to have a lead or presiding director: 66% have identified a director serving in one of these roles.

Companies with a Lead or Presiding Director

Technology 200

Tech 200 S&P 500 >$5B $1B-$5B $500M- $1B < $500M

2015 44% 98% 66% 44% 32% 42%

average tenure for tech Boards tops the s&p 500 average > The tenure for technology company boards averages 8.8 years, compared with the S&P 500 average of

8.5 years.

Average tenure (in years)

Technology 200

Tech 200 S&P 500 >$5B $1B-$5B $500M-$1B < $500M

2015 8.8 8.5 8.5 9.1 9.0 7.9


Board Organization & Process

tech Boards held 8.3 meetings on average > Technology boards in the index met as few as three

times and as many as 27, averaging 8.3 meetings. This represents a small increase from 8.0 in 2014.

> The majority of boards (54%) held three to seven meetings.

> S&P 500 boards averaged 8.1 meetings.

70% of Boards elect directors annually > Directors are elected annually on 70 percent of technol-

ogy company boards, down from 72% in 2014. By comparison, 92% of S&P 500 companies have annual director elections.

2015 snapshot

39%of technology company

boards report having a mandatory

retirement age

54%

92% of S&P 500 companies.

70% of technology companies

elect directors annually

Annual director electionsThe majority of technology company boards (54%) held three to seven meetings.

Mandatory retirement

73%of S&P 500 boards report a mandatory retirement age for directors

Average retirement age 738.3

Average number of meetings

14 or more9%

11 to 1312%

8 to 1026%

3 to 7meetings

54%

* Figures may not total 100% due to rounding

Meeting Distribution*


board organization & process

> The remaining companies have three-year terms.

> The average director term length for technology boards is 1.6 years, unchanged from 2014.

fewer than 40% of Boards set a mandatory retirement age* > The number of technology company boards that have a mandatory retirement age fell to 39% from 43%

in 2014. S&P 500 companies are much more likely to have a mandatory retirement age; 73% report a mandatory retirement age for directors.

> Among the technology companies that have one, the average retirement age is 73, unchanged from last year and virtually the same as the S&P 500 average of 73.1.

> Nearly half (49%) of the boards with mandatory retirement ages set it at 75 or older, compared with 34% of S&P 500 boards. Another 31% set the retirement age at 72 and 16% at 70.

> The youngest mandatory retirement age is 70, and the oldest is 80.

Mandatory Retirement Age*

Tech 200 S&P 500

70 16% 5%

71 0% 1%

72 31% 50%

73 2% 4%

74 1% 6%

75 or older 49% 34%

*Retirement age statistics were derived from Spencer Stuart research. Figures may not total 100% due to rounding.

tech Boards average aBout four Board committees > Technology boards in our index have 3.7 committees on average, unchanged from 2014.

> Other than the three core committees — audit, compensation and nominating/governance — the executive, finance and strategy committees are the most common on technology company boards.

> Fifteen percent of technology company boards have an executive committee, 13% have a finance com-mittee and 14% have a strategy committee. By comparison, 34% of S&P 500 boards have an executive committee and 31% have a finance committee. Only 3% have a strategy committee.


Committee Snapshot

Tech Boards S&P 500 Boards

Audit Committee 100% 100%

Compensation Committee 100% 100%

Nominating/Governance Committee 99% 99%

Executive Committee 15% 34%

Strategy Committee 14% 3%

Finance Committee 13% 31%

M&A 8% 1%

Technology 6% 9%

Stock Option/Equity Committee 5% 0%

Compliance/ Regulatory 4% 5%

small decline in numBer of tech Board committee meetings > Technology board audit committees met 8.5 times on average, compared with 8.9 times in 2014. The

number of audit committee meetings ranged from four to 22.

> Compensation committees met an average of 6.7 times, down from 7.0 in 2014. The number of com-pensation committee meetings held ranged from zero to 16.

> Technology board nominating/governance committees met 4.1 times on average versus 4.2 times in 2014. The number of nominating/governance meetings ranged from zero to 15.


Director Compensation

compensation for tech company directors on par with s&p 500 average > Technology company directors received total compensation of $277,578 on average, 9% more than in

2014. Per-director total compensation reflects regular director compensation as well as premiums paid for committee service and board leadership roles.

> Total per-director compensation for the S&P 500 averages $277,237, almost exactly the same as the technology company average. The $319,625 average for directors of technology companies with revenue of more than $5 billion is 15% higher than the S&P 500 average.

> Per-director compensation can vary significantly from year to year. Compensation for directors at companies with revenue of less than $500 million actually fell by 3% from the 2014 average. The average per-director compensation among boards with revenue between $500 million and $1 billion rose 16% over the 2014 average.

Average Total Per-Director Compensation*

Technology 200

Tech 200 >$5B $1B-$5B $500M-$1B < $500M

2015 $277,578** $319,625** $280,028 $254,490 $228,474

*Averages reflect full-year compensation for non-executive directors, excluding new and retired directors as well as special compensation or fees. **The compensation for one director receiving $1.9 million in board fees was excluded because it greatly skewed results.

2015 snapshotCompensation

58%Stock

awards

28%

11%

BreakdownAv

erag

e 2015

2014

$277,578

$254,676

9%

3%

from 2014

from 2013

Stock options

Cashfees


stock awards represent the largest share of director compensation > Stock awards represent 58% of total per-director compensation for technology company directors, com-

pared with 54% among S&P 500 companies. And 11% of compensation for technology company direc-tors is in the form of stock options, compared with only 5% for S&P 500 company directors.

> Cash fees represent 28% of compensation for technology company directors, but 38% of compensation for S&P 500 directors.

> Thirty-five percent of technology boards offer deferred compensation plans to directors versus 73% of S&P 500 companies.

Compensation Categories*

Technology 200

Tech 200 S&P 500 >$5B $1B-$5B $500M-$1B <$500M

Percentage of Fees Earned or Paid in Cash 28% 38% 31% 28% 24% 30%

Percentage of Fees in Stock Awards 58% 54% 56% 61% 55% 58%

Options Value as a Percentage of Fees 11% 5% 9% 6% 20% 14%

Other Compensation as a Percentage of Fees** 3% 3% 3% 5% 1% 0%

*Percentages may not add up to 100 due to rounding.**Other compensation includes travel/spouse expenses, entertainment/gifts, education programs, extra services and insurance/health benefits.

small increase in the average cash retainer > The average annual cash retainer for technology company directors increased by 3% to $56,822.

> Seventy-six percent of technology companies pay a cash retainer of at least $50,000, up from 74% in 2014 and 67% in 2013.

Average Annual Cash Retainer

Technology 200*

Tech 200 >$5B $1B-$5B $500M- $1B < $500M

2015 $56,822 $73,392 $58,128 $46,276 $50,500

*Among companies where data was available; not available for 10 companies.


director compensation

fewer than 20% of Boards pay for meeting attendance > Eighteen percent of technology boards in our index — versus 23% in 2014 and 27% in 2013 —

report that they provide meeting attendance fees to directors. Twenty-one percent of S&P 500 provide meeting attendance fees.

> The average board meeting attendance fee for technology boards is $4,473 versus $2,491 in 2014. The 2015 average is skewed by two companies that have large meeting attendance fees ($49,768 and $37,500) that appear to be in lieu of other cash compensation for directors.

Percentage of Boards Providing Meeting Attendance Fees

Technology 200

Tech 200 >$5B $1B-$5B $500M- $1B < $500M

Percent providing meeting attendance fees 18% 16% 19% 21% 11%

Average board meeting fee $4,473* $2,125 $2,033 $8,559* $3,250

*Includes the two exception companies

half of tech Boards provide additional compensation to the non-executive chair

> Forty-nine percent of technology boards provide additional compensation to the non-executive chair.

> The average cash retainer for technology company board chairs is $123,524, a 5% increase over 2014.

> Fewer technology boards provide additional cash compensation to the lead director. Among the 35% of boards that do, the average cash premium is $27,571, a 6% increase over 2014.

Board Leadership Compensation

Tech 2015

% with Cash Retainer for Board Chair 49%

Average Retainer $123,524

Average Cash Premium for Board Chair $ 66,443

% Providing a Cash Premium for Lead Director 35%

Average Cash Premium for Lead Director $27,571


more than 90% of Boards compensate audit committee chairs > Of the 200 technology boards in our index, 91% provide an additional cash retainer to the audit commit-

tee chairman, which averages $25,843.

> Sixty-seven percent of technology company boards provide an additional retainer to audit committee members, which averages $12,109.

> Audit committee meeting attendance fees are less common: 19% of technology boards provide meeting fees to audit committee members and 4% to audit committee chairs.

Committee Retainers

Average % of boards paying this type

Audit committee chair

Cash retainer $25,843 91%

Meeting attendance fee $4,317 4%

Audit committee members

Cash retainer $12,109 67%

Meeting attendance fee $1,921 19%

annual equity awards to directors top $185,000, on average > The average value of annual equity awards for technology company boards rose 11% to $186,596.

> Technology company boards are most likely to provide restricted stock or restricted stock units to direc-tors. Seventy-one percent of technology company boards provide this form of equity compensation.

> Options have become a less common component of director compensation. Only 22% of boards have a stock option program that provides options when directors join the board, as part of annual director compensation or both. In 2014, 25% of technology companies had stock option programs.

> Among the companies that provide option grants to directors annually, the average value of these grants rose by 44% to $153,575.

Annual Equity Awards

Technology 200

Tech 200 >$5B $1B-$5B $500M-$1B <$500M

Percentage Providing Restricted Stock or Restricted Stock Units

71% 66% 73% 71% 68%

Average Value of Restricted Stock $135,119 $ 200,211 $149,212 $114,021 $90,740

Average Value of Restricted Stock Units $175,315 $191,121 $183,151 $161,692 $141,245

Percentage of Companies with a Stock Option Program

22% 13% 20% 27% 32%

Average Value of Options* $153,575 $163,546 $92,538 $220,097** $118,058

Total Value of Annual Equity Awards $186,596 $212,863 $182,551 $147,761 $155,143

*Stock option awards are valued using the Black-Scholes methodology**Includes one company granting options valued at $1.3 million.

spencer stuartpage 14

composition > Silicon Valley technology company boards average 8.5 members, compared with 8.5 for technology com-

panies and 10.8 for the S&P 500. Only 26% of Silicon Valley boards have 10 or more directors, compared with 76% of S&P 500 boards.

> 80% of Silicon Valley directors are independent.

> The average age of independent directors on Silicon Valley boards is 61, compared with 62 for technolo-gy company boards overall and 63.1 among S&P 500 boards; 35% of Silicon Valley boards have an aver-age age of 59 or younger, compared with 15% of S&P 500 boards.

> 73% of Silicon Valley boards include at least one woman, trailing technology companies overall (75%) and the S&P 500 (97%).

> More Silicon Valley companies than in 2014 added new directors: 43% versus 38% in 2014. Only 34% of these companies added at least one female director, a notable decline from the past two years (54% in 2014, and 44% in 2013).

> 72% of Silicon Valley boards have separate chairmen and CEOs, a decrease from 76% in 2014, and 45% have identified a lead or presiding director.

> The average tenure for Silicon Valley technology company board members is 8.3 years, compared with 8.8 years for technology companies overall and 8.5 years for the S&P 500.

Board organization > Silicon Valley boards average 7.7 meetings, which is fewer than the technology company and S&P 500

averages, 8.3 and 8.1, respectively.

> 75% of Silicon Valley companies and 92% of S&P 500 companies have annual director elections.

> Only 36% of Silicon Valley companies report having a mandatory retirement age, which is fewer than technology companies (39%) and the S&P 500 (73%). Among the companies that do have a mandatory retirement age, the average retirement age is 73.

> Silicon Valley boards have 3.7 committees on average, the same as technology companies but fewer than S&P 500 boards, which have 4.3 committees on average. Silicon Valley boards are somewhat more likely than technology or S&P 500 companies to have strategy and stock option/equity committees.

compensation > Director compensation is higher for Silicon Valley boards than technology companies overall. Silicon

Valley directors received $307,958 on average in total compensation (regular director compensation as well as premiums paid for committee service and board leadership roles), compared with $277,578 for the top 200 U.S. technology companies and $277,237 for the S&P 500.

> Stock awards make up the largest share of director compensation for Silicon Valley directors (61%), followed by cash fees (23%) and options (10%).

Silicon Valley Governance Highlights

board index 2015 page 15

Silicon Valley Boards 2005-2015: A Snapshot

Board Composition 2015 2010 2005 Comments

Average board size 8.5 8.1 7.7 Boards today are somewhat larger

Boards with 10 or more directors 26% 17% 10% More large boards today than a decade ago

Independent directors 80% 83% 81%Representation of independent directors stays at or above 80%

Average age of independent directors 61 60 58 Boards have aged by three years on average

Women as percentage of all directors 15% 8.6% 7.1%Percentage of women on boards has doubled on small base

Boards with at least one woman director 73% 56% 44% More than 25% of boards have no female directors

% adding at least one new director 43% 32% 50% Fewer than half of boards have added a new director

Percentage of women among new directors 25% 20% 9% Women now represent one-quarter of new directors

Board Leadership 2015 2010 2005 Comments

CEO is also chairman 28% 30% 52% Large decline in boards with a combined chair/CEO

Boards with lead or presiding director 45% 47% 41% Little change in boards with a lead or presiding director

Board Organization and Process 2015 2010 2005 Comments

Average number of board meetings 7.7 8.5 8 Number of board meetings drops below 2005 average

Percentage of companies with annual director elections

75% 65% 63% Annual director elections have become commonplace

Companies reporting a mandatory retirement age

36% 34% 37%Little change over time in companies with a mandatory retirement age

Average retirement age 73 72.5 72 The average retirement age is on the rise

Non-Employee Director Compensation 2015* 2010 2005 Comments

Average total per-director compensation $307,958 $221,100 N/ADirector compensation has grown by nearly 40% in 5 years

Percentage paid in cash 23% 31% N/ACash fees now represent a smaller share of director comp

Percentage paid in stock awards 61% 33% N/AStock awards are the largest component of compensation

Percentage paid as stock options 10% 35% N/A Stock options are much less common today

Percentage other compensation 5% 1% N/AMore director compensation in the form of expenses, entertainment, education and insurance/health benefits

*Percentages may not total 100 due to rounding.


Governance Takes Center Stage:

10 Best Practices for Boards After years of gradually gaining momentum, investor attention to governance issues has suddenly spiked. Traditional institutional and activist investors have become more explicit in calling on boards to demon-strate that they are being thoughtful about who is sitting around the board table and that directors are contributing. Investors want to make sure that boards are diligent in defining the skill-sets needed around the table and recruiting the right directors, planning for CEO succession and evaluating their own perfor-mance. The responsibility for driving many of these areas falls to the board’s governance committee. As one director told us, the governance committee has become the new center stage committee.

With governance garnering more attention than ever, we set out to identify the best governance practices for boards as part of this year’s U.S. Technology Board Index.

Based on our work with boards, we developed our own list of priorities, but wanted to gauge whether technology company boards face any unique challenges related to corporate governance. We asked six technology company directors to weigh in on the list and the issues that their boards are prioritizing:

Tom A. Alberg, managing director of Madrona Venture Group and a principal in Madrona Investment Group, serves on the board of Amazon.com.

John G. Connors, managing partner at venture capital firm Ignition Partners, serves on the boards of Splunk and Nike.

Mercedes Johnson, former senior vice president and chief financial officer of Avago Technologies Limited, serves on the boards of Intersil Corporation, Juniper Networks, Micron Technology and Teradyne.

Edward A. Kangas, former chairman and CEO of Deloitte, Touche, Tohmatsu, serves as the non-executive chairman of United Technologies Corporation and Tenet Healthcare Corporation. He also is on the boards of Hovnanian Enterprises, Intuit and Intelsat S.A.

Catherine Kinney, former president and COO of the New York Stock Exchange, serves on the boards of NetSuite, MetLife, MSCI and Quality Technology Services.

Abhijit Y. Talwalkar, former president and CEO of LSI Corporation, serves on the board of Lam Research Corporation.


Appropriate oversight of a forward-looking corporate strategy, including holding the CEO accountable for strategic objectives Oversight of the business strategy always has been a core responsibility of the board, but strategic discus-sions have become more urgent in the past few years as threats and opportunities facing companies have become increasingly dynamic. The CEO and his or her team take the lead in developing the strategy, but the board must be fully involved, challenging assumptions and the soundness of the strategy, fine-tuning where needed and measuring the CEO’s performance against a set of agreed-upon objectives.

Kangas argued that all companies benefit from having a computer financial model that the board and top management can use to evaluate and predict the effects of strategic decisions and external factors on the company’s growth, balance sheet, investment levels, liquidity, etc. “When a board can really think about the business as a financial model and enterprise, they become better at making strategic decisions and under-standing the impact of various forces on the company,” he said.

One of the most challenging aspects of this process for boards is measuring management’s performance against strategic objectives, said Talwalkar. “How do you enable the board to assess execution against a strategy, when you’re dealing with high-level three- to five-year objectives, and a whole bunch of tactics un-derneath them, in an industry that is constantly changing? A lot of boards will say they are spending a lot of time discussing strategy, but I don’t know if a lot of boards will say they have a very clear and precise way to monitor execution against that strategy on at least a twice annual basis. That’s an area that probably needs more improvement.”

Compensation plans aligned with longer-term performanceAligning executive compensation with company performance is a top issue for investors, and one that is likely to gain even more attention as new reporting rules take effect requiring companies to disclose how CEO compensation compares with average employee compensation. “How compensation is established has become a very important issue. The alignment of compensation plans with the performance goals for the CEO and top five executives is a very hot topic in the eyes of the investors,” said Johnson. “Some boards do a better job than others, but I think that’s high on everybody’s mind from the investors’ perspec-tive.” In particular, investors want to see compensation linked with the performance measures they care about, especially long-term performance tied to total shareholder return, said Talwalkar.

Meaningful and rigorous board effectiveness evaluations, including individual director assessmentsA robust board assessment covers a wide range of factors that can help or hinder board effectiveness, in-cluding board composition, committee organization, the quality and timing of information provided to the board, board engagement in strategy and succession planning, and the culture and climate in the board-room. Consensus is growing in support of conducting individual director assessments as part of the board effectiveness assessment, though the practice still faces some resistance. “It’s a painful process to go through many times, but it’s a healthy process,” said Johnson. “To me, it’s most effective to have an out-side facilitator who can turn the feedback into constructive criticism, which only helps you get better as a board member.”


Board succession planning and refreshment Having the right skills around the table is critical for the board’s ability to provide the appropriate guidance and oversight to management, and the capabilities and perspectives that a board needs can evolve over time as the business context changes. But the topic of refreshment can be a highly charged one for boards, as it often gets caught up in discussions about director tenure, mandatory retirement and term limits.

Boards don’t want to focus on numbers, recognizing that directors can be valuable contributors — or not — regardless of their age or tenure. Ideally, boards will discuss composition needs regularly and forge agreement about the right degree of director turnover so directors become comfortable with the need to inject new skills, even if it means leaving a board before hitting the retirement age. “It really starts with di-rectors asking themselves what’s the right thing for the company and the management team and the inves-tors who they’re representing,” said Kinney. “You want to have the right set of skills, but the board has to be refreshed periodically. Even a board that conducts individual director assessments still has to have the wherewithal to do that.”

Diverse board composition, with the independent expertise necessary to provide meaningful oversight and input to managementThe difference between a good board and a great one is the quality of the directors sitting around the table, said Connors. “Can you have fierce discussions when necessary and help to push a proactive strategy? That’s the difference.”

Johnson agreed and said she sees the diversity of perspectives at play in discussions about risk. “On one of my boards, we have very diverse risk appetites. A very interesting set of discussions take place when big de-cisions have to be made because everybody weighs in. It may be an arduous process to get to a decision, but it’s a very healthy process,” said Johnson.

Kangas also sees a need for what he calls “board stature” especially for companies facing major opportunities or challenges such as activist shareholder interventions, takeovers, and merges and acquisi-tions. “By stature, I’m talking about how the board as a composite would be viewed by outside parties. Is it a board that is highly regarded? Is it a board that an activist would consider a mature group of people able to engage productively? Therefore, you have to look for people who have serious board experience, which could be a really good CEO; someone who has been through hostile takeovers; someone who has worked with an activist shareholder on a board; someone who the SEC would respect; someone who ISS knows and respects.”

Robust, board-led CEO succession planningCEO successors and succession plans are products of thoughtful, diligent planning by both the board, which oversees the process, and the CEO, who is responsible for management succession at senior levels, including the early identification of any inside CEO contenders. The best processes drive agreement about the long-term strategic direction of the company and the criteria for CEO selection based on the future needs of the business. Boards also should develop contingency plans to deal with succession scenarios that may force an accelerated CEO transition, such as performance problems, a health crisis or other personal reasons.


Corporate boards understand CEO succession planning is their responsibility and take the responsibility seriously, but many find it difficult to navigate what can be challenging interpersonal dynamics. “Some boards do it exceptionally well, some boards don’t, and that’s a function of the CEO and whether the CEO is openly engaging the board and working with the chairman to lead this process,” Talwalkar said. “The CEO has to feel he or she has tremendous security around this particular topic and drive it.”

Attention to the board culture and its influence on board performance Culture tends to be underappreciated as a component of board effectiveness. On boards with a strong, healthy culture, directors are well-prepared, participate in dynamic debate on core issues, tackle the issues that matter most and respect decisions once they are made. On troubled boards, directors do not devote sufficient attention to discussing issues and struggle to make important decisions, or there can be an envi-ronment where individuals place their own personal agendas and egos above the goals of the board.

“There’s got to be trust,” said Kinney. “There’s got to be a working group and it’s got to work well, because if it’s not working well, that’s as much of a problem for the management team as it is for the board itself.”

Defining the organization’s risk tolerance and establishing a framework for appraising the quality of risk assumptions and managementRisk management is an area where expectations on boards have changed dramatically, and boards’ approach has evolved to become more in-depth, broader in scope and influenced by real-life scenarios. Cyber risk is especially top of mind in terms of its impact on business continuity and brand reputation, particularly in an environment in which a narrative about a company or issue can ignite and quickly spread on social media. “The board worries about results and the brand. With cybersecurity issues, the brand is what is affected immediately and sometimes profoundly,” Connors said.

Responsibility for risk oversight may be spread among different committees: audit, risk, finance and others. “We have a risk and finance committee which serves as a quarterback, because risk management is a shared responsibility among several committees. All committees are analyzing and monitoring our risks and evaluating whether there are any emerging risks,” said Kinney.

Boards also need to be aware that the heightened sensitivity to risk has the potential to stifle innovation and creativity. A strong board will acknowledge that risks are inherent in any business that is going to deliv-er long-term value to its shareholders. “Many large company boards are too risk averse. While it’s the board’s responsibility to think of the 1-percent-chance risk issues that could put the company’s existence at risk, it’s also the responsibility of the board to push companies to be more innovative and to certainly not get in the way of innovation. Too many boards are risk averse when it involves new business initiatives and not willing to challenge deep-seated management beliefs about the invincibility of existing businesses that may be eclipsed by changing business models,” said Alberg.


Proactive engagement with shareholders Given investors’ growing desire for direct engagement with directors, more boards are establishing frame-works for investors to raise questions and participate in meaningful, two-way discussions with the board. Some boards are developing new protocols to enumerate responsibilities related to shareholder engage-ment. One approach is to adopt the 10-point protocol developed by the Shareholder Directors Exchange, which offers guidance to U.S. public company boards and shareholders on when such engagement is appropriate and how to make these engagements valuable and effective. For some boards, it may make sense to establish a shareholder engagement committee.

Several directors said they find value in these direct interactions with investors, which can provide insight into how the company is viewed by investors as well as investor priorities and concerns. “It’s valuable. It’s very important, and the time to do it is before there’s a problem,” Kangas said.

Smart onboarding to ensure the success of new directorsNew directors today are expected to be get up to speed quickly so that they can begin contributing as soon as possible after joining the board. While new directors can learn about governance requirements and trends from any number of training programs, much of a new director’s onboarding must come from the company itself, Johnson said. “The company itself, its markets, competitors and products — this informa-tion has to come from the company, either other board members or management. Nobody has a lot of spare time to be doing that, but it’s necessary. New directors also need to be proactive in seeking out edu-cation as well as a support system at the board level.”

For many boards, improving director onboarding represents an opportunity for growth, especially in the areas of providing early exposure to management and building those relationships, said Alberg. “New board members should meet one-on-one with relevant top executives. Often they meet during interviews, but they should also meet after they have been appointed. Boards also should spend more time acclimating new directors to the culture and dynamics of the board. The issue is, as a director, you want to add value in areas that you have expertise but you do not want to be viewed as getting too involved in terms of reaching out to management.”


Comparative Board Data

silicon valleypage 22

number of directors

board compensation

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> $5 Billion Advanced Micro Devices Sunnyvale, CA

11 7 1 62 2 8 $75,000 N/A $75,000 $185,000 $260,000 $210,000 N/A

Agilent Technologies Santa Clara, CA

9 8 3 68 1 6 $90,000 N/A $90,000 $180,000 $270,000 $245,000 N/A

Amazon.com Seattle, WA

10 9 1 66 3 Y 5 N/A N/A $0 $265,000 $265,000 N/A N/A

Amphenol Corporation Wallingford, CT

9 8 1 70 0 5 $70,000 N/A $70,000 $125,000 $195,000 $150,000 N/A

Apple Cupertino, CA

7 6 1 62 2 6 $100,000 N/A $100,000 $250,000 $350,000 $300,000 N/A

Applied Materials Santa Clara, CA

10 8 1 61 1 6 $65,000 N/A $65,000 $200,000 $265,000 N/A $80,000

ARRIS Group Suwanne, GA

10 9 1 62 2 Y 5 $60,000 $1,250 $66,250 $120,000 $186,250 N/A $80,000

Broadcom Corporation Irvine, CA

9 7 1 64 2 9 $75,000 N/A $75,000 $300,000 $375,000 N/A $95,000

Cisco Systems San Jose, CA

10 8 1 61 3 Y 5 $75,000 N/A $75,000 $190,000 $265,000 N/A $105,000

Cognizant Technology Solutions Corporation Teaneck, NJ

9 7 1 67 1 8 $40,000 N/A $40,000 $200,000 $240,000 $140,000 N/A

Computer Sciences Corporation Falls Church, VA

10 9 1 58 1 11 $90,000 N/A $90,000 $160,000 $250,000 $150,000 N/A

eBay San Jose, CA

15 13 1 58 3 12 $50,000 N/A $50,000 $220,000 $270,000 N/A $75,000

EMC Copropation Hopkinton, MA

12 10 1 63 1 Y 12 $50,000 $3,000 $86,000 $240,000 $326,000 N/A $105,000

Facebook Menlo Park, CA

8 5 1 54 2 Y 12 $50,000 N/A $50,000 $300,000 $350,000 N/A N/A

Fidelity National Information Services Jacksonville, FL

11 8 1 63 1 4 $80,000 $2,000 $88,000 $221,430 $309,430 N/A $110,000

Google Mountain View, CA

11 8 1 62 3 8 $75,000 N/A $75,000 $350,000 $425,000 N/A N/A

Harman International IndustriesStamford, CT

9 8 1 67 3 Y 8 $70,000 $1,500 $82,000 $125,000 $207,000 N/A $95,000

Harris Corporation Melbourne, FL

12 11 1 64 2 Y 6 $55,000 $2,000 $67,000 $125,000 $192,000 $205,000 $80,000

Hewlett-Packard Company Palo Alto, CA

12 9 1 59 3 Y 17 $100,000 N/A $100,000 $175,000 $275,000 N/A $135,000

Intel Corporation Santa Clara, CA

11 9 1 59 2 6 $90,000 N/A $90,000 $220,000 $310,000 N/A $110,000

International Business Machines Corporation Armonk, NY

14 12 1 65 3 Y 9 $100,000 N/A $100,000 $150,000 $250,000 N/A $106,000

Jabil Circuit St. Petersburg, FL

9 7 1 65 1 5 $58,000 N/A $58,000 $187,510 $245,510 $133,000 N/A

Micron Technology Boise, ID

8 7 1 59 1 6 $100,000 N/A $100,000 $240,000 $340,000 $250,000 N/A

Comparative Board Data

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page 23 board index 2015

Microsoft Corporation Redmond, WA

10 8 1 57 2 12 $100,000 N/A $100,000 $150,000 $250,000 N/A N/A

Motorola Solutions Schaumburg, IL

8 7 1 64 2 Y 15 $100,000 N/A $100,000 $140,000 $240,000 N/A $125,000

NCR Corporation Duluth, GA

9 8 3 62 2 Y 8 $75,000 N/A $75,000 $175,000 $250,000 N/A $115,000

NetApp Sunnyvale, CA

10 9 1 63 1 Y 9 $60,000 N/A $60,000 $250,000 $310,000 N/A $90,000

Oracle Corporation Redwood City, CA

11 7 1 68 2 4 $52,500 $3,000 $64,500 $349,799 $414,299 N/A N/A

QUALCOMM San Diego, CA

15 13 1 67 3 9 $100,000 N/A $100,000 $200,000 $300,000 N/A $125,000

Salesforce.com San Francisco, CA

11 8 1 63 2 Y 9 $50,000 N/A $50,000 $500,000 $550,000 N/A $80,000

SanDisk Corporation Milpitas, CA

7 6 1 65 1 7 $60,000 N/A $60,000 $275,069 $335,069 $135,000 N/A

Sanmina San Jose, CA

9 8 1 66 1 Y 6 $80,000 N/A $80,000 $180,000 $260,000 N/A $160,000

Symantec Corporation Mountain View, CA

9 8 1 59 3 12 $50,000 N/A $50,000 $235,000 $285,000 $150,000 $150,000

Texas Instruments Dallas, TX

11 10 1 61 4 Y 9 $80,000 N/A $80,000 $200,000 $280,000 N/A $105,000

Vmware Palo Alto, CA

9 5 3 63 1 7 $50,000 N/A $50,000 $250,000 $300,000 N/A N/A

Western Digital Corporation Irvine, CA

10 9 1 61 2 7 $75,000 N/A $75,000 $225,000 $300,000 $175,000 $95,000

Windstream Little Rock, AR

9 8 1 62 2 19 $85,000 N/A $85,000 $100,000 $185,000 $185,000 N/A

Xerox Corporation Norwalk, CT

9 8 1 63 4 Y 7 $80,000 N/A $80,000 $130,000 $210,000 N/A $105,000

$1 Billion - $5 Billion ACI Worldwide Elkhorn, NE

8 7 1 64 0 5 $40,000 $2,000 $72,000 $250,065 $322,065 $90,000 N/A

Adobe Systems San Jose, CA

13 12 1 62 2 5 $60,000 N/A $60,000 $260,000 $320,000 $110,000 N/A

Akamai Technologies Cambridge, MA

10 7 3 61 3 6 $75,000 N/A $75,000 $225,000 $300,000 $95,000 $95,000

Allscripts Healthcare Solutions Chicago, IL

7 6 1 62 1 6 $60,000 N/A $60,000 $200,000 $260,000 $160,000 N/A

Altera Corporation San Jose, CA

9 8 1 64 1 Y 6 $60,000 N/A $60,000 $158,843 $218,843 N/A $80,000

AMETEK Berwyn, PA

9 8 3 66 3 Y 4 $70,000 N/A $70,000 $104,112 $174,112 N/A N/A

Amkor Technology Chandler, AZ

10 6 1 65 1 4 $50,000 $2,000 $58,000 $99,768 $157,768 N/A $75,000

Analog Devices Norwood, MA

11 9 1 64 1 12 $60,000 N/A $60,000 $176,933 $236,933 $250,000 $75,000

AOL New York, NY

9 8 1 62 3 Y 13 $100,000 N/A $100,000 $150,000 $250,000 N/A $125,000


number of directors

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erComparative Board Data

Atmel Corporation San Jose, CA

7 5 1 71 0 7 $50,000 $1,000 $57,000 $180,000 $237,000 $110,000 N/A

Autodesk San Rafael, CA

10 9 1 59 3 4 $75,000 N/A $75,000 $448,864 $523,864 $140,000 N/A

Benchmark Electronics Angleton, TX

8 7 1 61 2 5 $60,000 $1,000 $65,000 $100,000 $165,000 $120,000 N/A

Brocade Communications Systems San Jose, CA

9 8 1 65 1 6 $40,000 N/A $40,000 $255,000 $295,000 $70,000 N/A

CA Islandia, NY

12 11 1 63 2 7 N/A N/A $0 $325,000 $325,000 N/A N/A

CACI International Arlington, VA

10 8 1 69 0 12 $50,000 N/A $50,000 $110,000 $160,000 N/A $100,000

Cadence Design Systems San Jose, CA

9 8 1 63 1 7 $80,000 $2,000 $94,000 $165,239 $259,239 $160,000 N/A

Cerner Corporation North Kansas City, MO

9 7 3 69 1 Y 4 $66,000 N/A $66,000 $230,000 $296,000 N/A N/A

Ciena Corporation Hanover, MD

9 7 3 65 2 7 $50,000 N/A $50,000 $175,000 $225,000 N/A $60,000

Citrix Systems Fort Lauderdale, FL

10 9 1 56 1 12 $40,000 N/A $40,000 $245,600 $285,600 $75,000 N/A

Cree Durham, NC

9 7 1 57 1 Y 6 $35,000 N/A $35,000 $295,681 $330,681 N/A $40,000

Diebold North Canton, OH

10 9 1 67 1 5 $65,000 N/A $65,000 $125,000 $190,000 $165,000 N/A

DST Systems Kansas City, MO

8 7 3 64 1 Y 20 $40,000 $5,000 $140,000 $130,000 $270,000 N/A $70,000

EchoStar Englewood, CO

7 3 1 66 0 4 $60,000 $1,000 $64,000 $62,378 $126,378 N/A N/A

Electronic Arts Redwood City, CA

9 7 1 55 1 6 $60,000 N/A $60,000 $260,000 $320,000 $110,000 $85,000

Equinix Redwood City, CA

8 6 1 60 0 9 $60,000 N/A $60,000 $250,000 $310,000 N/A $85,000

F5 Networks Seattle, WA

9 8 1 58 2 9 $50,000 N/A $50,000 $200,058 $250,058 $100,000 N/A

Fairchild Semiconductor International San Jose, CA

9 8 1 66 1 Y 11 $60,000 N/A $60,000 $129,000 $189,000 N/A $70,000

Finisar Corporation Sunnyvale, CA

6 4 3 67 0 8 $50,000 N/A $50,000 $125,000 $175,000 N/A $70,000

First Solar Tempe, AZ

11 9 1 64 1 10 $100,000 N/A $100,000 $125,000 $225,000 $150,000 N/A

Freescale Semiconductor Holdings Austin, TX

12 6 1 61 1 7 $70,000 N/A $70,000 $200,000 $270,000 $130,000 N/A

IAC/InterActiveCorp New York, NY

12 9 1 55 3 Y 4 $50,000 N/A $50,000 $250,000 $300,000 N/A N/A

iGate Corporation Fremont, CA

9 6 3 64 1 N/A $40,000 N/A $40,000 $85,000 $125,000 N/A N/A

Informatica Corporation Redwood City, CA

9 8 N/A 60 2 Y N/A $50,000 N/A $50,000 $225,000 $275,000 N/A $70,000

Intuit Mountain View, CA

9 6 1 59 2 4 $60,000 N/A $60,000 $260,000 $320,000 $260,000 N/A

number of directors

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Itron Liberty Lake, WA

11 10 3 65 3 16 $65,000 N/A $65,000 $100,000 $165,000 $110,000 N/A

Jack Henry & Associates Monett, MO

7 6 1 56 3 Y 4 $40,000 $3,500 $54,000 $135,288 $189,288 N/A $55,000

JDS Uniphase Corporation Milpitas, CA

8 7 1 61 1 7 $60,000 N/A $60,000 $150,000 $210,000 $160,000 N/A

Juniper Networks Sunnyvale, CA

10 7 1 59 1 19 $55,000 N/A $55,000 $225,000 $280,000 $130,000 $85,000

KLA-Tencor Corporation Milpitas, CA

11 10 1 63 1 9 $75,000 $2,500 $97,500 $120,000 $217,500 $150,000 N/A

Lam Research Corporation Fremont, CA

11 9 1 60 2 8 $60,000 N/A $60,000 $190,000 $250,000 N/A $80,000

Lexmark International Lexington, KY

12 11 1 69 2 Y 5 $60,000 N/A $60,000 $150,000 $210,000 N/A $85,000

Linear Technology Corporation Milpitas, CA

7 5 1 72 0 4 $60,000 $1,500 $66,000 $123,450 $189,450 N/A N/A

LinkedIn Corporation Mountain View, CA

7 5 3 59 1 5 N/A N/A $0 $414,094 $414,094 N/A N/A

Marvell Technology Group Ltd Santa Clara, CA

6 4 1 67 1 Y 9 $60,000 N/A $60,000 $220,000 $280,000 N/A $100,000

Maxim Integrated Products San Jose, CA

7 6 1 68 0 11 $57,300 N/A $57,300 $159,950 $217,250 $97,300 N/A

Mentor Graphics Corporation Wilsonville, OR

8 6 1 63 0 Y 7 $50,000 N/A $50,000 $160,000 $210,000 N/A $75,000

Microchip Technology Chandler, AZ

5 4 1 67 1 Y 7 $66,206 $3,000 $87,206 $84,000 $171,206 N/A N/A

Microsemi Corporation Aliso Viejo, CA

7 6 1 66 0 Y 8 $60,000 N/A $60,000 $120,000 $180,000 $160,000 $160,000

National Instruments Corporation Austin, TX

7 5 3 65 1 Y 8 $60,000 N/A $60,000 $130,000 $190,000 N/A N/A

NETGEAR San Jose, CA

9 8 1 59 3 Y 8 $25,000 $1,000 $33,000 $200,000 $233,000 N/A $40,000

Nuance Communications Burlington, MA

9 8 1 59 1 Y 7 $50,000 N/A $50,000 $228,000 $278,000 N/A $70,000

NVIDIA Corporation Santa Clara, CA

12 11 1 62 2 5 $75,000 N/A $75,000 $225,000 $300,000 N/A N/A

Omnivision Technologies Santa Clara, CA

5 3 3 65 0 Y 7 $20,000 $1,500 $30,500 $129,000 $159,500 N/A N/A

ON Semiconductor Corporation Phoenix, AZ

8 7 1 61 1 9 $60,000 N/A $60,000 $175,000 $235,000 $115,000 N/A

Pitney Bowes Stamford, CT

10 9 1 64 3 8 $75,000 N/A $75,000 $100,000 $175,000 $175,000 N/A

Plexus Corporation Neenah, WI

10 9 1 59 2 Y 4 $65,000 N/A $65,000 $120,000 $185,000 N/A $85,000

Polycom San Jose, CA

7 6 1 60 2 6 $45,000 N/A $45,000 $257,400 $302,400 $90,000 N/A

PTC Needham, MA

7 6 1 67 1 7 $50,000 N/A $50,000 $240,000 $290,000 $115,000 N/A

Rackspace Hosting Windcrest, TX

9 6 3 49 2 19 $50,000 N/A $50,000 $150,000 $200,000 $100,000 $100,000


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Red Hat Raleigh, NC

9 8 1 62 1 9 $50,000 N/A $50,000 $250,000 $300,000 $100,000 $80,000

Skyworks Solutions Woburn, MA

8 7 1 60 1 Y 10 $57,500 N/A $57,500 $170,000 $227,500 $107,500 N/A

SunEdison St. Peters, MO

9 8 1 58 1 14 $65,000 N/A $65,000 $185,000 $250,000 $130,000 N/A

Super Micro Computer San Jose, CA

7 4 3 59 2 Y 4 $40,000 N/A $40,000 $56,804 $96,804 N/A N/A

Synopsys Mountain View, CA

10 8 1 62 2 Y 6 $125,000 N/A $125,000 $125,000 $250,000 N/A N/A

Take-Two Interactive Software New York, NY

6 5 1 56 1 Y 15 $60,000 N/A $60,000 $165,000 $225,000 N/A $160,000

Teradata Corporation Dayton, OH

11 10 3 64 2 9 $50,000 N/A $50,000 $250,000 $300,000 $150,000 N/A

Teradyne North Reading, MA

8 6 1 64 1 4 $70,000 N/A $70,000 $150,000 $220,000 $125,000 N/A

Trimble Navigation Limited Sunnyvale, CA

8 7 1 60 1 5 $60,000 N/A $60,000 $246,250 $306,250 N/A N/A

TTM Technologies Santa Ana, CA

9 6 3 65 0 8 $57,000 N/A $57,000 $82,000 $139,000 $114,000 N/A

Twitter San Francisco, CA

8 7 3 51 1 8 $50,000 N/A $50,000 $225,000 $275,000 N/A N/A

Unisys Corporation Blue Bell, PA

8 7 1 64 3 7 $60,000 N/A $60,000 $150,000 $210,000 N/A $85,000

VeriFone Systems San Jose, CA

9 8 1 62 3 5 $55,000 $1,500 $62,500 $150,000 $212,500 $155,000 N/A

Verint Systems Melville, NY

7 6 1 67 0 11 $50,000 N/A $50,000 $200,000 $250,000 $110,000 N/A

VeriSign Reston, VA

7 6 1 70 2 Y 6 $40,000 N/A $40,000 $240,000 $280,000 $140,000 $65,000

ViaSat Carlsbad, CA

7 6 3 70 0 Y 7 $50,000 $2,000 $64,000 $235,114 $299,114 N/A N/A

Viasystems Group St. Louis, MO

12 7 N/A 66 1 8 $60,000 N/A $60,000 $150,000 $210,000 $120,000 N/A

Vishay Intertechnology Malvern, PA

10 6 3 73 1 7 $55,000 N/A $55,000 $131,200 $186,200 N/A N/A

Xilinx San Jose, CA

7 6 1 65 1 7 $60,000 N/A $60,000 $185,000 $245,000 $120,000 $70,000

Yahoo! Sunnyvale, CA

9 7 1 62 3 22 $80,000 N/A $80,000 $220,000 $300,000 $280,000 N/A

Zebra Technologies Corporation Lincolnshire, IL

8 6 3 63 1 12 $60,000 N/A $60,000 $150,000 $210,000 $110,000 N/A

$500 Million - $1 Billion 3D Systems Rock Hill, CA

10 8 1 63 1 10 $50,000 $2,000 $70,000 $100,000 $170,000 $180,000 N/A

ADTRAN Huntsville, AL

6 5 1 63 1 Y 7 $80,000 N/A $80,000 $80,000 $160,000 N/A $95,000

Advanced Energy Industries Fort Collins, CO

7 6 1 60 0 27 $45,000 N/A $45,000 $135,760 $180,760 $95,000 N/A

number of directors

board compensation

com

panY n

ame

citY, state

total

ou

tside

lenG

tH o

f

term (Years)

aVeraGe

aGe (Years)

ceo/cH

airman

same?

meetin

Gs

per Year

nu

mber

of fem

ales

board casH

retainer

meetin

G

attenden

ce fee

total $ Valu

e

of an

nu

al

eQu

itY aWards

total an

nu

al

board fees

ann

ual bo

ard

casH fees


cHair casH

retainer

lead director

casH retain

er


ANSYS Canonsburg, PA

8 7 3 60 1 7 $40,000 N/A $40,000 $411,992 $451,992 $80,000 N/A

Arista Networks Santa Clara, CA

7 5 3 52 2 8 $54,000 N/A $54,000 $389,559 $443,559 N/A N/A

Aruba Networks Sunnyvale, CA

8 6 1 60 0 Y 7 N/A N/A $0 $230,000 $230,000 N/A N/A

athenahealth Watertown, MA

7 6 3 58 2 Y 7 $20,000 $3,000 $41,000 $225,000 $266,000 N/A $30,000

Avid Technology Burlington, MA

7 6 3 58 3 Y 7 $50,000 N/A $50,000 $114,999 $164,999 N/A $80,000

Blackbaud New York, NY

8 7 3 62 2 12 $50,000 N/A $50,000 $170,861 $220,861 $100,000 N/A

Blucora Bellevue, WA

9 7 3 51 2 8 $20,000 N/A $20,000 $150,000 $170,000 $45,000 N/A

CIBER Greenwood Village, CO

6 5 3 62 0 8 $50,000 N/A $50,000 $100,000 $150,000 $110,000 N/A

Cirrus Logic Austin, TX

8 6 1 61 1 15 $45,000 N/A $45,000 $150,000 $195,000 $80,000 $55,000

Coherent Santa Clara, CA

7 6 1 61 1 3 $40,000 N/A $40,000 $237,860 $277,860 $80,000 N/A

CommVault Systems Oceanport, NJ

9 7 3 58 0 Y 5 $42,000 $2,000 $52,000 $547,505 $599,505 N/A $62,000

CoStar Group Washington, D.C.

7 6 1 64 0 7 $50,000 N/A $50,000 $175,000 $225,000 $120,000 N/A

Cray Seattle, WA

8 7 1 62 1 7 $40,000 N/A $40,000 $59,205 $99,205 $65,000 N/A

CSG Systems International Inc Englewood, CO

9 8 3 65 1 4 $75,000 N/A $75,000 $77,280 $152,280 $125,000 N/A

Cypress Semiconductor San Jose, CA

8 7 1 60 0 4 $50,000 N/A $50,000 $175,000 $225,000 $80,000 N/A

Daktronics Brookings, SD

8 6 3 71 1 Y 4 $21,750 $2,500 $31,750 $54,988 $86,738 N/A N/A

Datalink Eden Prairie, MN

7 6 1 61 1 4 $50,000 N/A $50,000 $60,000 $110,000 $100,000 N/A

DealerTrack Technologies Lake Success, NY

8 7 3 61 1 Y 8 $50,000 N/A $50,000 $135,000 $185,000 N/A N/A

Diodes Plano, TX

7 6 1 70 0 4 $80,000 N/A $80,000 $120,056 $200,056 N/A N/A

Electronics For Imaging Foster City, CA

6 5 1 64 0 8 $25,000 $2,000 $41,000 $252,720 $293,720 N/A N/A

Entegris Billerica, MA

9 8 1 63 0 8 $60,000 N/A $60,000 $100,000 $160,000 $100,000 N/A

Extreme Networks San Jose, CA

7 6 1 58 0 12 $50,000 N/A $50,000 $95,000 $145,000 $80,000 N/A

Fortinet Sunnyvale, CA

6 4 3 64 0 Y 6 $33,000 N/A $33,000 $128,949 $161,949 N/A $43,000

II-VI Saxonburg, PA

8 6 3 61 1 7 $50,000 N/A $50,000 $160,190 $210,190 $80,000 $58,000

Imation Corporation Oakdale, MN

6 5 3 56 0 10 $50,000 $1,500 $65,000 $175,000 $240,000 $137,500 N/A


number of directors

board compensation

com

panY n

ame

citY, state

total

ou

tside

lenG

tH o

f

term (Years)

aVeraGe

aGe (Years)

ceo/cH

airman

same?

meetin

Gs

per Year

nu

mber

of fem

ales

board casH

retainer

meetin

G

attenden

ce fee

total $ Valu

e

of an

nu

al

eQu

itY aWards

total an

nu

al

board fees

ann

ual bo

ard

casH fees


cHair casH

retainer

lead director

casH retain


Infinera Corporation Sunnyvale, CA

8 6 3 61 0 9 $50,000 N/A $50,000 $165,000 $215,000 $90,000 N/A

Intersil Corporation Milpitas, CA

8 7 1 59 1 5 $50,000 N/A $50,000 $120,000 $170,000 $80,000 N/A

IPG Photonics Oxford, MA

9 6 1 62 0 Y 8 $40,000 N/A $40,000 $243,875 $283,875 N/A $60,000

Kemet Simpsonville, SC

8 7 3 68 0 6 $70,000 N/A $70,000 $49,000 $119,000 $105,000 N/A

Methode Electronics Chicago, IL

10 9 1 65 1 13 $35,000 N/A $35,000 $51,810 $86,810 $60,000 N/A

MicroStrategy Tysons Corner, VA

5 4 1 55 0 Y 5 N/A $37,500 $187,500 $1,356,750 $1,544,250 N/A N/A

MKS Instruments Andover, MD

8 7 3 67 2 6 $52,000 N/A $52,000 $120,000 $172,000 $95,000 $70,000

Multi Fineline Electronix Irvine, CA

8 5 3 66 1 7 $35,000 $2,500 $52,500 $89,326 $141,826 $95,000 N/A

NetSuite San Mateo, CA

8 6 3 60 2 6 $45,000 N/A $45,000 $300,000 $345,000 N/A $65,000

Neustar Sterling, CA

9 8 3 67 2 18 $60,000 N/A $60,000 $170,000 $230,000 $135,000 N/A

Newport Corporation Irvine, CA

7 6 1 57 1 10 $30,000 $2,500 $55,000 $120,000 $175,000 $70,000 N/A

Palo Alto Networks Santa Clara, CA

8 6 3 55 0 Y 8 N/A N/A $0 $200,000 $200,000 N/A N/A

Pegasystems Cambridge, MA

7 6 1 68 0 Y 7 $55,000 N/A $55,000 $95,000 $150,000 N/A N/A

Plantronics Santa Cruz, CA

7 6 1 60 0 6 $50,000 N/A $50,000 $150,000 $200,000 $90,000 N/A

PMC-Sierra Sunnyvale, CA

8 7 1 59 0 8 $50,000 N/A $50,000 $135,000 $185,000 $80,000 $70,000

Qlik Technologies Randor, PA

7 6 3 55 1 11 $50,000 N/A $50,000 $175,000 $225,000 $70,000 N/A

Quantum Corporation San Jose, CA

9 8 1 55 0 9 $50,000 N/A $50,000 $100,000 $150,000 $75,000 $75,000

Rovi Corporation Santa Clara, CA

7 6 1 62 1 6 $50,000 N/A $50,000 $220,000 $270,000 $100,000 N/A

Semtech Corporation Camarillo, CA

9 8 1 70 1 8 $45,000 N/A $45,000 $148,511 $193,511 $95,000 N/A

ServiceNow Santa Clara, CA

10 8 3 55 2 4 $25,000 N/A $25,000 $350,000 $375,000 N/A N/A

Silicon Graphics International Fremont, CA

7 6 1 65 0 6 $45,000 N/A $45,000 $120,000 $165,000 $70,000 N/A

Silicon Laboratories Austin, TX

9 7 3 57 0 4 $25,000 $2,000 $33,000 $150,000 $183,000 $45,000 $35,000

Solera Holdings Westlake, TX

8 7 1 65 0 Y 7 $65,000 N/A $65,000 $225,000 $290,000 N/A $140,000

SS&C Technologies Holdings Windsor, CT

8 6 3 61 0 Y 4 $25,000 $2,500 $35,000 $33,479 $68,479 N/A N/A

Synaptics San Jose, CA

8 5 3 62 0 11 $50,000 N/A $50,000 $192,803 $242,803 $72,500 N/A

number of directors

board compensation

com

panY n

ame

citY, state

total

ou

tside

lenG

tH o

f

term (Years)

aVeraGe

aGe (Years)

ceo/cH

airman

same?

meetin

Gs

per Year

nu

mber

of fem

ales

board casH

retainer

meetin

G

attenden

ce fee

total $ Valu

e

of an

nu

al

eQu

itY aWards

total an

nu

al

board fees

ann

ual bo

ard

casH fees


cHair casH

retainer

lead director

casH retain

er


Syntel Troy, MI

9 5 1 63 1 11 $65,000 N/A $65,000 $85,000 $150,000 N/A $95,000

Ubiquiti Networks San Jose, CA

5 3 3 52 0 Y 4 $40,000 N/A $40,000 $0 $40,000 N/A N/A

Ultimate Software Weston, FL

7 5 3 68 0 Y 5 N/A $49,768 $248,840 $50,000 $298,840 N/A N/A

Ultra Clean Holdings Hayward, CA

8 5 1 56 2 7 $35,000 N/A $35,000 $65,040 $100,040 N/A N/A

Universal Electronics Santa Ana, CA

7 6 N/A 65 0 Y 6 $35,000 N/A $35,000 $224,750 $259,750 N/A N/A

VOXX International Corporation Hauppauge, NY

8 5 1 66 1 9 $50,000 $1,500 $63,500 $38,800 $102,300 N/A N/A

Web.com Group Jacksonville, FL

9 8 3 60 1 Y 11 $40,000 N/A $40,000 $378,729 $418,729 N/A $48,000

WebMd Health Corp. New York, NY

10 8 3 66 1 11 N/A N/A $0 $264,033 $264,033 N/A N/A

Workday Pleasanton, CA

7 5 3 55 1 4 N/A N/A $0 $479,679 $479,679 N/A N/A

Zynga San Francisco, CA

7 5 1 56 2 Y 6 $50,000 N/A $50,000 $200,000 $250,000 $150,000 N/A

< $500 Million Brooks Automation Chelmsford, MA

10 9 1 65 2 10 $80,000 N/A $80,000 $80,000 $160,000 $120,000 N/A

Cabot Microelectronics Corporation Aurora, IL

9 7 3 68 1 16 $60,000 N/A $60,000 $189,351 $249,351 N/A N/A

Comverse New York, NY

7 6 1 60 1 10 $65,000 N/A $65,000 $135,000 $200,000 $140,000 N/A

Emulex Corporation Costa Mesa, CA

10 8 1 60 1 24 $55,000 N/A $55,000 $100,000 $155,000 $85,000 N/A

Epiq Systems Kansas City, KS

9 7 1 69 0 Y 12 $70,000 N/A $70,000 $75,100 $145,100 N/A N/A

FireEye Milpitas, CA

6 4 3 53 1 Y 10 N/A N/A $0 $200,000 $200,000 N/A N/A

Harmonic San Jose, CA

8 7 1 61 2 8 $35,000 N/A $35,000 $109,999 $144,999 $75,000 N/A

Integrated Device Technology San Jose, CA

7 6 1 61 0 22 $50,000 N/A $50,000 $120,000 $170,000 $80,000 N/A

Interdigital Wilmington, DE

7 5 1 54 1 8 $40,000 N/A $40,000 $150,000 $190,000 $90,000 N/A

Ixia Calabasas, CA

5 3 1 56 2 20 $50,000 N/A $50,000 $208,201 $258,201 N/A N/A

Manhattan Associates Atlanta, GA

6 5 3 61 0 6 $50,000 N/A $50,000 $170,165 $220,165 $150,000 N/A

Photronics Brookfield, CT

6 4 1 66 0 Y 6 $40,000 $4,000 $64,000 $106,320 $170,320 N/A N/A

QLogic Corporation Aliso Viejo, CA

7 6 1 67 1 7 $49,000 N/A $49,000 $115,000 $164,000 N/A $69,000

Quality Systems Irvine, CA

9 8 1 58 0 10 $80,000 N/A $80,000 $80,000 $160,000 $120,000 N/A


number of directors

board compensation

com

panY n

ame

citY, state

total

ou

tside

lenG

tH o

f

term (Years)

aVeraGe

aGe (Years)

ceo/cH

airman

same?

meetin

Gs

per Year

nu

mber

of fem

ales

board casH

retainer

meetin

G

attenden

ce fee

total $ Valu

e

of an

nu

al

eQu

itY aWards

total an

nu

al

board fees

ann

ual bo

ard

casH fees


cHair casH

retainer

lead director

casH retain


SolarWinds Austin, TX

7 6 3 57 1 6 $45,000 N/A $45,000 $350,000 $395,000 N/A $70,000

Splunk San Francisco, CA

10 9 3 53 2 Y 4 $30,000 N/A $30,000 $200,000 $230,000 N/A N/A

Synchronoss Technologies Bridgewater, NJ

6 4 3 64 0 Y 11 $50,000 N/A $50,000 $251,034 $301,034 N/A N/A

Tableau Software Seattle, WA

8 5 3 63 0 Y 5 $35,000 N/A $35,000 $175,000 $210,000 N/A N/A

Tyler Technologies Plano, TX

7 4 1 66 1 5 $25,000 $2,500 $37,500 $132,550 $170,050 N/A N/A

Data for the U.S. Technology Board Index were obtained from Equilar, a leading independent provider of executive and board compensation data and analysis.

footnotesa. Outside directors are independent, as reported by the companies. b. Board meetings include all regularly scheduled meetings. c. Stock components have been noted where possible.

company footnotesElectronic Arts All information is for the fiscal year ending March 31, 2015, from DEF14A filed on June 26, 2015. iGATE All information is for the fiscal year ending December 31, 2014, from 10-K/A filed on April 29, 2015. Informatica All information is for the fiscal year ending December 31, 2014, from 10-K/A filed on April 30, 2015. Quality Systems All information is for the fiscal year ending March 31, 2015, from DEF14A filed on July 2, 2015. Quantum All information is for the fiscal year ending March 31, 2015, from DEF14 A filed on July 21, 2015 Red Hat All information is for the fiscal year ending February 28, 2015, from DEF14A filed on June 24, 2015. Rovi Data taken from DEFC14A filed on April 13, 2015. Viasystems Group All information is for the fiscal year ending December 31, 2014, from 10-K filed on March 12, 2015. WebMD All information is for the fiscal year ending December 31, 2013, from 10-K/A filed on April 29, 2015.



header (section title)

Amsterdam

Atlanta

Bangalore

Barcelona

Beijing

Bogota

Boston

Brussels

Buenos Aires

Calgary

Chicago

Copenhagen

Dallas

Dubai

Frankfurt

Geneva

Hong Kong

Houston

Istanbul

Johannesburg

Lima

London

Los Angeles

Madrid

Melbourne

Mexico City

Miami

Milan

Minneapolis/St. Paul

Montreal

Moscow

Mumbai

Munich

New Delhi

New York

Orange County

Paris

Philadelphia

Prague

Rome

San Francisco

Santiago

Sao Paulo

Seattle

Shanghai

Silicon Valley

Singapore

Stamford

Stockholm

Sydney

Tokyo

Toronto

Vienna

Warsaw

Washington, D.C.

Zurich

Documents

4th Annual U STechnology .. Board Index · John G. Connors, director, Splunk and Nike Mercedes Johnson, director, Intersil Corporation, Juniper Networks, Micron Technology and Teradyne