directors rosterberwyn, pa bio notes: he founded stanley-laman in 1997. since 2004 he has also...

SECOND QUARTER 2014 41

DIRECTORS & BOARDS’ DIRECTORS ROSTER

SPONSORED BY

Directors Roster A quarterly record of new director appointments

1-800-FLOWERS.COM INC.Carle Place, NY

has added to its board:

Sean P. Hegarty

Bio Notes: From 1987-2011 he served in se-nior roles at Forbes Family Holding Inc. and its subsidiary, Forbes Media. He began his career with Ernst & Young LLP. Currently he heads up his own financial and tax planning consulting firm, Hegarty & Co.

1-800-Flowers.com is a florist and gift retailer. Revenues are $739 million.

ABERCROMBIE & FITCH CO.

New Albany, OH


Terry BurmanChairman

Zale Corp.Irving, TX

Arthur C. Martinez

Bio Notes: Burman previously served as CEO of Signet Jewelers Ltd. and president and CEO of Barry’s Jewelers Inc. Also is a di-rector of Tuesday Morning Corp. Martinez served from 1995-2000 as chairman, CEO, and president of Sears, Roebuck and Co. He previously was vice chairman of Saks Fifth Avenue. He also was group chief executive for the retail division of B.A.T. Industries/BATUS Inc. From 2000-2002 he was chair-

man of the Federal Reserve Bank of Chica-go. Also is a director American International Group, IAC/Interactive Corp., Fifth & Pacif-ic Companies (formerly Liz Claiborne), and International Flavors & Fragrances Inc. He is serving as nonexecutive chairman of Ab-ercrombie & Fitch. Note: Also joining the Abercrombie board is Charles R. Perrin, former chairman and CEO of Avon Prod-ucts. He currently serves on the board of Campbell Soup Co.

Abercrombie Fitch is a specialty retailer of casual apparel. Revenues are $4 billion. Zale is a specialty retailer of fine jewelry. Revenues are $2 billion.

ACCO BRANDS CORP.Lake Zurich, IL


Pradeep JotwaniSenior Vice President, LaserJet

and Enterprise SolutionsHewlett-paCkard Co.

Palo Alto, CA

Bio Notes: He joined H-P in 1982 and served in various executive leadership roles, includ-ing SVP of software and web services and SVP of the supplies, imaging and printing group. He was previously chief marketing officer at Eastman Kodak Co. and president of Kodak’s consumer business. Age 57.

ACCO supplies branded office products. Rev-enues are $2 billion. H-P provides computers, printers, and other technology products. Rev-enues are $112 billion.

T 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

and is sponsored by Heidrick & Struggles. Please forward your directors’ appointments to

jkristie@directors andboards.com.

Sub missions of new directors and appointments are welcome from all sources, including executive

recruiters, corporate communications staffs, and directors themselves.

New DirectorsJanuary-March 2014 Companies adding new directors: 117Number of new directors: 128

% of Category Number total

Retired . . . . . . . . . . . . . . . . 42 . . . . . . . . .33%

Chairmen/CEOs . . . . . . . 31 . . . . . . . . .24

Senior Officers . . . . . . . 29 . . . . . . . . .23

Consultants . . . . . . . . . . . . .8 . . . . . . . . . . 6

Academia . . . . . . . . . . . . . . .8 . . . . . . . . . . 6

Finance . . . . . . . . . . . . . . . . .7 . . . . . . . . . . 5

Not for Profit . . . . . . . . . . .2 . . . . . . . . . . 2

Legal . . . . . . . . . . . . . . . . . . .1 . . . . . . . . . . 1

Total . . . . . . . . . . . . . . . . . 128 . . . . . . . 100%

Women . . . . . . . . . . . . . . . . 47 . . . . . . . . .37%

NOTE: The appointments published in the following pages are a selection of the new directors elected in the first quarter of 2014 .

42 DIRECTORS & BOARDS


SPONSORED BY

ACTIVISION BLIZZARD INC.

Santa Monica, CA


Barry M. MeyerCo-Founder

NortH teN Mile assoCiatesBeverly Hills, CA

Bio Notes: In 2013 he retired from Warner Brothers Entertainment Inc., where he spent a 41-year career and served as CEO and chair-man from 2009 until March 2013 and chair-man through December 2013.

Activision is an interactive entertainment soft-ware company. Revenues are $5 billion. North Ten Mile is a consulting firm.

ADT CORP.Boca Raton, FL


Richard J. DalyChief Executive Officer and President

Broadridge FiNaNCial solutioNs iNC.Lake Success, NY

Bio Notes: He has served as CEO of Broadridge since its 2007 spinoff from former parent company ADP, where he had been group president of the brokerage services group. He is an advisory board member for the National

Association of Corporate Directors.

ADT provides electronic security, interactive home and business automation, and monitor-ing services. Revenues are $3 billion. Broad-ridge provides banks, broker-dealers, mutual funds, and corporations with investor com-munications services. Revenues are $2 billion.

ADVANCE AUTO PARTS INC.

Roanoke, VA


O. Temple Sloan IIIPresident

geNeral parts iNterNatioNalRaleigh, NC

Bio Notes: His father, O.Temple Sloan Jr., founded General Parts International Inc., which in January 2014 was sold to Advance Auto Parts. Sloan III, who previously served as

CEO of General Parts, will remain president of the company.

Advance Auto is an aftermarket retailer of auto parts. Revenues are $6 billion. General Parts is the parent company of Carquest, which sells and distributes parts and supplies for cars and trucks.

AKAMAI TECHNOLOGIES INC.

Cambridge, MA


Steven M. Scopellite

Bio Notes: He joined Goldman Sachs in 1986 as a software engineer, moved to London in 1993 to lead technology support for the firm’s expan-sion into new markets across Europe and Asia, and returned in 1996 to the New York office to head up its early electronic trading platform be-fore becoming co-chief information officer in 2007 and chief information officer in 2011. He retired and currently serves a special adviser to the National Society of Black Engineers.

Akamai manages web interactions for corpo-rate and organizational clients. Revenues are $2 billion.

ALCOA INC.New York, NY


Carol L. RobertsSenior Vice President and CFO

iNterNatioNal paper Co.Memphis, TN

Bio Notes: She was named CFO in 2011. Since joining International Paper in 1981 as an associate engineer she has held a variety of senior positions, including VP of people development. She also headed IP’s industrial packaging group and led the acquisition of the packaging business of Weyerhaeuser.

Alcoa is a manufacturer of aluminum prod-ucts. Revenues are $23 billion. IP is a paper and packaging company. Revenues are $29 billion.

ALLERGAN INC.Irvine, CA


Henri Termeer

Bio Notes: Following a 26-year career at Gen-zyme Corp. he retired as CEO in 2010 when the company was sold to Sanofi, the French drug maker. He formerly served in a variety

of domestic and international senior positions with Baxter Travenol Laboratories.

Allergan develops pharmaceutical products with a specialty in eye care. Revenues are $6 billion.

ALLSTATE CORP.Northbrook, IL


Siddharth N. Mehta

Bio Notes: From 2007-2012 he served as pres-ident and CEO of TransUnion LLC, a global provider of information and risk management solutions. He previously was chairman and CEO at both HSBC Finance Corp. and HSBC North America Holdings Inc. Also is a director of Piramal Enterprises Ltd., TransUnion LLC, and DataCard. Age 56.

Allstate is a personal property and casualty insurer. Revenues are $35 billion.

AMERICAN REALTY CAPITAL PROPERTIES INC.

New York, NY


William G. StanleyFounder and President

staNley-laMaN group ltd.Berwyn, PA

Bio Notes: He founded Stanley-Laman in 1997. Since 2004 he has also served as founder and managing member of Stanley Laman Se-curities LLC, a broker-dealer. Formerly he was an auditor for General Electric Capital.

ARCP is a publicly traded corporation focused on acquiring and owning single-tenant free-standing commercial properties. Revenues are $240 million. Stanley-Laman is an investment and financial advisory services firm.

AMERICAN VANGUARD CORP.

Newport Beach, CA


Scott D. Baskin

Bio Notes: He retired in 2013 following a 35-year career with the law firm of Irell & Manella, where he concentrated his practice on intellec-tual property, technology, real estate, business torts, and securities actions. He also served as an assistant instructor at Yale Law School.

American Vanguard markets agricultural products. Revenues are $410 million.



SPONSORED BY

AMERIPRISE FINANCIAL INC.

Minneapolis, MN


Dianne Neal Blixt

Amy DiGeso

Bio Notes: Blixt was EVP and CFO of Reynolds American Inc. from 2003 to 2007. She held mul-tiple senior finance and accounting roles over a 20-year career with the company. She is cur-rently a director of Lorillard, Inc., co-founder and principal of C&D Ventures, and served on North Carolina Governor-Elect Pat McCrory’s budget appropriations advisory team. Age 53. DiGeso was EVP of global human resources at Estee Lauder Companies Inc. from 2005 to 2013 and currently is EVP and senior advisor to the company’s executive chairman and CEO. She was managing partner-human capital at Price-waterhouseCoopers, president of Popular Club Inc., CEO of Mary Kay Inc., and held senior po-sitions in human resources at Bankers Trust Co. and American Express Co. Age 61.

Ameriprise, formerly American Express Fi-nancial Advisors, is a financial planning, asset management, and insurance company. Reve-nues are $10 billion.

APACHE CORP.Houston, TX


Amy NelsonPresident and Founder

greeNridge advisorsHouston, TX

Bio Notes: She previously served as VP of SCF Partners, a private equity firm. She also held planning and engineering positions at Amoco Production Co. Age 44.

Apache is an independent energy company. Revenues are $16 billion. Greenridge is an en-ergy services and equipment consulting firm focused on the development, execution and financing of growth strategies.

APTARGROUP INC.Crystal Lake, IL


Andreas KramvisPresident and CEO

HoNeywell perForMaNCe Materials aNd teCHNology

Morris Township, NJ

Bio Notes: Prior to assum-ing his present position in 2008 he served as presi-d e n t o f Ho n e y w e l l ’s environmental and com-bustion controls business. Age 61.

AptarGroup provides dispensing systems for the cosmetics, phar-maceuticals, and other industries. Revenues are $3 billion Honeywell Performance is one of the four strategic business groups of Hon-eywell International Inc., which has revenues of $39 billion.

AUTOMATIC DATA PROCESSING INC.

Roseland, NJ


Michael P. GregoireChief Execcutive OfficerCa teCHNologies iNC.

Islandia, NY

Bio Notes: He joined CA in 2013. From 2005-2012 he was chairman, president, and CEO of Taleo Corp., an on-demand software company. Prior to that he served in a variety of se-nior positions at People-Soft Inc. and Electronic

Data Systems Corp. Also is a director of Shore-Tel Inc.

ADP provides business outsourcing services. Revenues are $12 billion. CA Technologies is an IT management software company. Reve-nues are $5 billion.

BED BATH & BEYOND INC.Union, NJ


Geraldine ElliottEVP and Chief Customer Officer

JuNiper Networks iNC.Sunnyvale, CA

Bio Notes: She was appointed Juniper’s EVP in 2009. She will transition to retirement later in 2014 and become a strategic advisor to the CEO. She served seven years at Microsoft Corp. Is also a director of Whirlpool Corp. Age 57.

Bed Bath & Beyond operates a chain of retail stores focusing on home products. Revenues are $12 billion. Juniper offers high-performance networking products. Revenues are $5 billion.

BEST BUY CO. INC.Richfield, MN


Thomas L. MillnerPresident and CEO

CaBela’s iNC.Sidney, NE

Bio Notes: He joined Cabela’s in 2009 as pres-ident and CEO. He had spent 10 years as CEO of Remington Arms Co. From 1987-1994 he was CEO and president of Pilliod Cabinet Co. and formerly served in sales and management positions with Thomasville Furniture Indus-tries and Broyhill Furniture Industries. Age 60.

Best Buy is a retailer of electronics, home-of-fice products, entertainment software, and ap-pliances. Revenues are $49 billion. Cabela’s is an outfitter of hunting, fishing, and outdoor gear. Revenues are $4 billion.

BLACKROCK INC.New York, NY


Pamela Daley

Bio Notes: She retired as SVP of corporate business development for General Electric Co., where in her 25-year career with GE senior roles included senior counsel for transactions, SVP of corporate business development, and special advisor to the chairman. She former-ly was a partner of Morgan, Lewis & Bockius. Also is a director of BG Group.

BlackRock is an investment management company. Revenues are $10 billion.

BLOOMIN’ BRANDS INC.Tampa, FL


David R. FitzjohnManaging Director

saHaNa eNterprises ltd.U.K.

Bio Notes: He also is chairman of the board for Pizza Hut (UK) Restaurants, a 320-restaurant franchisee. In addition, he is a nonexecutive member of the board for Rosinter Restaurants, the largest restaurant group in Russia and the Commonwealth of Independent States.

Bloomin’ Brands is a global casual dining restau-rant company. Revenues are $4 billion. Sahana Enterprises is a privately held investment and restaurant industry consulting business.



SPONSORED BY

By Gary M. Cook

Most of us believe we strive to make the best possible choices when we add or replace directors . The ques-

tion is: how rational are we really?Our selection processes for new direc-

tors are subject to a host of subtle and often unrecognized biases, the result of which can create much less diverse and effective boards than most members realize .

Biases in determining the pool of candidatesOne of the most obvious biases directors face in identifying and recruiting candidates is the bias relating to our “known associates,” that is, those people who we know well enough to consider as candidates .

Age is probably the most insidious factor . I’ve known boards where, as the average age has risen so has the average age of direc-tor candidates advanced for consideration . Why? Because as board members them-selves age, their natural cohort of contacts and colleagues tends to age as well . Perhaps there is nothing inherently wrong with this . But there are numerous situations where this is distinctly unhealthy, among them:

• Where the organization’s natural stake-holders (be they customers, indirect custom-ers, or enablers) are of a different age cohort . A good example would be a credit card com-pany with a natural constituency of younger credit card holders: Having at least one or two individuals on the board from that age group can obviously add much to the richness of discussion .

• Where the organization sees itself as a long-term player in its market . It seems obvi-ous, but building talent for the future at the board level is every bit as important as doing it for the underlying business the board serves . However, whether the CEO is the board chair and does the selecting, or the roles are sepa-rated, boards typically have difficulty bringing on younger talent.

Another factor that tends to distort a direc-

tor candidate pool is diversity . Like it or not, in the drive inherent in most boards to “be diverse” is the hidden challenge of what diver-sity actually should mean for that board . It is easy to say that a board “needs more women” or “should have more people of color .” But the precedent question that should be asked is, “What kind of diversity can most help us?”

Biases in choosing among director candidates

Then there are the biases affect-ing selection of directors once a pool has been established . Among these are:

• Ingroup bias: Though the motivation for preferential treat-ment of members of one’s own group may seem obvious, there exist certain kinds of ingroup bias that operate completely on an uncon-scious level . This kind of automatic bias is especially dangerous because its effects are so little noticed . As Anthony Page writes in Unconscious Bias and the Limits of Director Independence, “Members of high status or high power groups generally have higher lev-els of automatic ingroup bias than members of groups with lower status or power .”

What does this mean? For our purposes, simply that board directors who view them-selves as being of a special class or compe-tence, either directly or as viewed by others, tend to view others from the same “class” as being better board members than other candidates . So, for example, directors with a legal background may have an unconscious bias favoring director candidates with a legal background .

The challenge is to deal with that bias . One way is to make sure there is a mix of back-grounds among those on the board selection committee . Another is to ask an outside firm (for example, a search firm) to rank the top five candidates before the board interviews them .

• Motivated reasoning: Psychologists and

researchers note that “motivated reasoning” often taints decision-making processes, in that an end goal can affect the reasoning used to reach it . For example, a director’s unconscious

desire for gender diversity may affect her decision on candi-dates without conscious under-standing that it is happening . Her ability to choose the “best” candidate may be subtly com-promised in favor of the gen-der-diverse candidate .

The real question is, “How do we deal with biases that may compromise our determi-nation to rationally choose new directors?” As in most cases of potential bias, the first step is to help directors be self-aware . This is not easy, as many of us know . As Mark Twain said, “It

ain’t what you don’t know that gets you into trouble . It’s what you know for sure that just ain’t so .” The second is to discuss bias open-ly, and either acknowledge your own biases and encourage others to do the same, and/or to try to offset bias with the opinions of oth-ers, not those perceived as being “unbiased” (because this is highly unlikely) but with dif-ferent biases .

As one can see, ironically, the best defense against bias is to have diversity in thought and opinion in the first place — a challenge for any board!

Gary Cook is managing director of Cook & Company, and the author of the book Consilience Leadership: Using Innovative Ideas from Economics, Science, and Neuropsychology to Create Breakthroughs in Leading Organizations. He has been a mem-ber of over 30 for-profit, nonprofit, NGO, and governmental boards and commissions . His consulting practice focuses on board and organizational governance and effectiveness as well as executive coaching . He can be con-tacted at gcook@cookcompany .com .

How ‘rational’ are our choices for new directors?

DIRECTOR SELECTION

Gary Cook: Subtle and often unrec-ognized biases can distort the director selection process .



SPONSORED BY

BORGWARNER INC.Auburn Hills, MI


Vicki SatoProfessor of Management Practice

Harvard BusiNess sCHoolBoston, MA

Bio Notes: Since 2006 she has also served as a pro-fessor in the department of molecular and cellular biology at Harvard Uni-versity. She retired in 2005 as president of Vertex Pharmaceuticals, a posi-tion she held since 2000.

She is a business advisor to Atlas Ventures and other enterprises in the biotechnology and pharmaceutical industries. Also is a director of Bristol-Myers Squibb Co., Perkin-Elmer Corp., and Galapagos NV, a clinical-stage biotech company.

BorgWarner engineers components and sys-tems for vehicle powertrain applications. Rev-enues are $7 billion.

BOSTON SCIENTIFIC CORP.Natick, MA


Edward Ludwig

Bio Notes: He was CEO, president and chair-man of the board of Becton, Dickinson and Co. from 2000-2011. He joined BD in 1979 and served in positions of increasing responsibili-ty, including president from 1999 to 2009. He currently is lead director for Aetna and chairs its finance committee, and is also a director of Xylem Inc. Age 62.

Boston Scientific manufactures medical de-vices. Revenues are $8 billion.

BRINK’S CO.Richmond, VA


Susan Docherty

Bio Notes: She previously served as president and managing director of European opera-tions for Chevrolet and Cadillac, and was the general manager of Buick-GMC during the company’s pre-bankruptcy era. She worked for GM for 27 years.

Brink’s provides security-related services. Revenues are $4 billion.

CABELA’S INC.Sidney, NE


Donna M. MilrodChief Administrative Officer

depository trust & CleariNg Corp.New York, NY

Bio Notes: In present position since 2012. In 1999 she joined Deutsche Bank North Amer-ica, where she was deputy CEO from 2009-2012.

Cabela’s is an outfitter of hunting, fishing, and outdoor gear. Revenues are $4 billion. DTCC provides clearing, settlement, and in-formation services for thousands of institu-tions worldwide.

CAESARS ACQUISITION CO.

Las Vegas, NV


Don R. KornsteinManaging Member

alpiNe advisors llCAlpine, UT

Bio Notes: He served as chairman of Affini-ty Gaming from 2010-2013 and chairman of Bally Total Fitness Corp. from 2006-2008. He previously spent 17 years as an investment banker at Bear, Stearns & Co., where he was head of the firm’s gaming industry practice. He founded and has served as managing member of Alpine Advisors since 2002.

Caesars is a casino and entertainment com-pany. Revenues are $600 million. Alpine is a management and financial consulting firm.

CARDINAL FINANCIAL CORP.

McLean, VA


Barbara LangCEO

laNg strategiesWashington, DC

Bio Notes: She stepped down in 2014 as presi-dent and CEO of the D.C. Chamber of Com-merce after nearly 12 years. She announced her resignation in September 2013. Prior to joining the Chamber she spent 10

years at Fannie Mae and 25 years with IBM. She is a director of the Eugene and Agnes E. Meyer Foundation, Metropolitan Washington Airport Authority, and Trinity University.

Cardinal Financial is a holding company for Cardinal Bank and other trust and invest-ment operations. Revenues are $122 million. Lang Strategies is a consultancy focusing on business development, political strategy management, executive leadership, business tactical planning, and assessment.

CDW CORP.Vernon Hills, IL


David W. NelmsChairman and CEO

disCover FiNaNCial serviCesRiverwood, IL

Bio Notes: He was elected chairman of the Discover board in 2009. He has served as CEO since 2004 and was president and COO from 1998 to 2004. From 1991-1998 he held manage-ment positions at MBNA America Bank, most re-

cently as vice chairman. He also was a senior product manager for Progressive Insurance and a management consultant with Bain & Co.

CDW is a provider of technology products and services for business, government, and education. Revenues are $11 billion. Discover offers financial products and services. Reve-nues are $3 billion.

CELANESE CORP.Irving, TX


Jean S. Blackwell

Bio Notes: In 1997 she joined Cummins Inc. as VP and general counsel before going on to serve as the company’s CFO and EVP of corporate respon-sibility. She previously was a partner in the Indi-anapolis law firm of Bose

McKinney and Evans and worked for the state of Indiana as budget director and executive director of the state lottery commission. Also is a director of United Stationers Inc.

Celanese is a chemical products company. Revenues are $6 billion.



SPONSORED BY

CHOICE HOTELS INTERNATIONAL INC.

Silver Spring, MD


Monte KochVice Chairman auCtioN.CoM

Irvine, CA

Bio Notes: As a founding partner and board member, he joined Auction.com after more than 25 years in investment banking. He pre-viously served as the global head of real estate investment banking at Deutsche Bank Securi-ties. He also was Deutsche Bank’s chairman of mergers and acquisitions for the Americas.

Choice Hotels is a lodging franchiser operat-ing in more than 40 countries. Revenues are $724 million. Auction.com is an online real estate marketplace that has sold $26 billion of property since inception.

COMCAST CORP.Philadelphia, PA


Edward D. BreenNonexecutive Chairman

tyCo iNterNatioNal ltd. Princeton, NJ

Bio Notes: He served as chairman and CEO of Tyco International from 2002-2012. He previously held management positions with Motorola Inc., including president and COO and EVP of broadband communications. From 1997-2000 he was chairman, president and CEO of General Instrument Corp. until its merger with Motorola. He previously served on the Comcast board from 2005-2011. Age 49.

Comcast is a cable television and entertain-ment company. Revenues are $59 billion. Tyco is a diversified manufacturing and services company. Revenues are $11 billion.

COMPUTER PROGRAMS & SYSTEMS INC.

Mobile, AL


A. Robert OutlawPresident and CEO

CHiNa doll riCe aNd BeaNs iNC.Saraland, AL

Bio Notes: In present position since 2005. He was chairman and CEO of Marshall Biscuit Co. from 1985 until 2007. He served on the board of Morrison Management Specialists from

1996 until it was acquired by Compass Group in 2001. Age 59.

Computer Programs provides healthcare in-formation technology solutions for rural and community hospitals. Revenues are $201 mil-lion. China Doll, founded over 80 years ago, was one of the first packagers of rice and dried beans in consumer sizes.

CREE INC.Durham, NC


John B. ReploglePresident and CEO

seveNtH geNeratioN iNC.Burlington, VT

Bio Notes: In present po-sit ion s ince 2011. He served as general manager of the skin care division at Unilever prior to joining Burt’s Bees, where he was president and CEO from 2006-2011. He previously held management posi-

tions with Diageo PLC, including president of Guinness Bass Import Co. and managing di-rector of Guinness Great Britain. He began his career with Boston Consulting Group.

Cree provides energy-efficient, mercury-free LED lighting. Revenues are $2 billion. Sev-enth Generation, established in 1988, is a pri-vately held distributer of sustainable house-hold products.

CVSL INC.Plano, TX


Kay Bailey Hutchinson

Bio Notes: She served for two decades as a U.S. Sen-ator from Texas, from 1993 to 2013. She is the only woman ever elected to represent the state in the Senate. After holding positions as a bank execu-tive and general counsel,

and a small business owner, she served as Texas state treasurer from 1990 to 1993 and was tem-porary co-chair of the Republican National Convention in 1992. She served in the Texas House of Representatives from 1972 to 1976.

CVSL is a group of micro-enterprise companies that connects social media networks into an e- commerce community. Revenues are $30 million.

DELUXE CORP.Shoreview, MN


Thomas J. Reddin

Bio Notes: From 1999-2007 he held senior po-sitions at LendingTree, including CEO, pres-ident and COO, and chief marketing officer. Previously he was VP of consumer marketing at Coca-Cola USA. He currently is a managing partner of Red Dog Ventures, a venture capital and advisory firm he founded in 2007. Age 53.

Deluxe offers a wide range of services to finan-cial institutions, including customized checks and forms. Revenues are $2 billion.

DICE HOLDINGS INC.New York, NY


Brian SchipperVice President of Human Resources

twitter iNC.San Francisco, CA

Bio Notes: In present position since January 2014. Previously he was chief human resourc-es officer at Groupon, chief human resources officer at Cisco Systems, and also held senior human resource roles at Microsoft, Double-Click, PepsiCo, Compaq, and Harris Corp.

Dice Holdings is a provider of specialized websites. Revenues are $213 million. Twitter is an online social networking and microblog-ging service. Revenues are $665 million.

DICKS SPORTING GOODS INC.

Coraopolis, PA


Mark BarrenecheaPresident and CEOopeNtext Corp.

Waterloo, ON

Bio Notes: In his current position since 2011. Prior to joining OpenText he was president and CEO of Silicon Graphics International Corp., where he led strategy and execution, including acquisitions and new market entry. Age 48.

Dicks is a sports and fitness retailer. Revenues are $6 billion. OpenText designs and markets enterprise information management software and solutions. Revenues are $1 billion.



SPONSORED BY

ECOLAB INC.St. Paul, MN


Suzanne Vautrinot

Bio Notes: She retired from the U.S. Air Force in 2013 with the rank of major general. During her 31-year career she served in various assignments, including work as a com-mander, Air Forces Cyber, where she was responsible

for a multibillion-dollar enterprise that provid-ed IT services and technology management and performed cyber defense operations, and she served as special assistant to the vice chief of staff of the Air Force. Also is a director of Sy-mantec Corp. Age 54.

Ecolab is engaged in cleaning, sanitizing, food safety, and infection control products and ser-vices. Revenues are $13 billion.

EMERSON ELECTRIC CO.St. Louis, MO


Candace Kendle

Bio Notes: She co-found-ed and served as chair-man and CEO of Kendle International Inc., a glob-al clinical research orga-nizat ion that was ac-quired by INC Research in July 2011. She previ-ously held senior faculty

positions at the University of North Carolina Schools of Pharmacy and Medicine, the Uni-versity of Pennsylvania School of Medicine, the Philadelphia College of Pharmacy and Science, and the University of Cincinnati Col-lege of Pharmacy. Also is a director of United Parcel Service.

Emerson manufactures technology products. Revenues are $25 billion.

ENTERCOM COMMUNICATIONS CORP.

Bala Cynwyd, PA


Mark LaNeveChief Operating Officer

gloBal teaM FordDearborn, MI

Bio Notes: He has been in his present position since 2012. He previously served as chief marketing officer at Allstate Insurance Co. He began his career in the Los Angles zone office for the Cadillac Division of GM in 1981 and was

named marketing director of Cadillac in 1994.

Entercom is a radio broadcasting company. Revenues are $378 million. Global Team Ford is a retail advertising unit within WPP Group, the global marketing company.

ENTERPRISE FINANCIAL SERVICES CORP.

St. Louis, MO


James HavelChief Financial Officer

MaJor BraNds HoldiNgs iNC.St. Louis, MO

Bio Notes: He held senior positions at Ernst & Young LLP and worked as a management consultant advising public and private com-panies on acquisitions and strategic planning.

Enterprise Financial operates as the holding company for Enterprise Bank & Trust. Reve-nues are $141 million. Major Brands is a pri-vately held wholesaler of wine, spirits and beer.

FAMOUS DAVE’S OF AMERICA INC.

Minnetonka, MN


Ed Rensi

Bio Notes: The majority of his professional career was spent at McDonald’s Corp., where from 1991-1997 he served as president and CEO. He also started and owned Team Rensi Motorsports, which competed in the Nascar circuit. Also is a director of Snap-On Inc.

Famous Dave’s operates and franchises bar-beque restaurants. Revenues are $138 million.

FIRST BUSEY CORP.Champaign, IL


Phyllis M. WiseChancellor

uNiversity oF illiNois at urBaNa-CHaMpaigN

Urbana, IL

Bio Notes: Since 2011 she has served as both chancellor of the University of Illinois at Urba-na-Champaign and president of the University of Illinois. She was appointed VP and provost of the University of Washington in 2005 and became EVP in 2007, where she also was a pro-fessor of physiology, biophysics, biology, and obstetrics and gynecology. Also is a director of Nike Inc. Age 67.

First Busey is a financial holding company. Revenues are $157 million.

FLIR SYSTEMS INC.Portland, OR


Catherine Halligan

Cathy Stauffer

Bio Notes: Halligan served as SVP of sales and marketing for PowerReviews Inc., a so-cial commerce network, from July 2010 to December 2011. Previously she held execu-tive positions with Walmart, including vice president of market development and chief marketing officer of Walmart.com. Is also a director and audit committee member with Ulta Beauty. Stauffer has owned and operat-ed her own consulting company since 2005 specializing in the development and market-ing of technology products. From 2004 to 2005 she served as chief marketing officer for Gateway Computers.

Flir designs and manufactures thermal imag-ing systems and infrared camera systems. Rev-enues are $482 million.

FLUOR CORP.Irving, TX


Deborah Doyle McWhinney

Bio Notes: She retired in January 2014 as CEO of the global enterprise payments business at Citigroup, where she was co-chair of Citi Women initiative. Prior to joining Citigroup in 2009 she was president of Schwab Interna-tional, a division of Charles Schwab Inc. She previously held senior roles at Visa Interna-tional and spent 17 years at Bank of America in both corporate and retail banking. In 2002 she was appointed by President George W. Bush to the board of the Securities Investor Protection Corporation.

Fluor is an engineering, construction, and project management company. Revenues are $22 billion.



SPONSORED BY

Ed. Note: On April 24, 2014, in a black-tie cer-emony, Bill George, former chairman and CEO of medical technology company Medtronic Inc . and now a professor of management practice at Harvard Business School, is to receive the 2014 Bower Award for Business Leadership . Presented by the Franklin Institute in Philadelphia, the award recognizes extraor-dinary business leadership . It specifically rec-ognized George for “his visionary leadership of Medtronic, his promotion and writings on corporate social responsibility and leadership, as well as his extraordinary philanthropic con-tributions to education and health care through The George Family Foundation .” The Franklin Institute awards program, founded in 1824, is among the oldest and most prestigious science and technology honors bestowed in the United

States . Past Bower Award honorees include Bill Gates, Gordon Moore, David Packard, James Burke, Roy Vagelos and Michael Dell . In a Directors & Boards article in 2001, while he was leading Medtronic, George wrote about the Medtronic board and its evolution . A passage from that article follows .

Building a great board is a most difficult task . It takes a great deal of time on the part of the board members and the CEO .

But it is the key to a strong system of corporate governance .

In Medtronic’s early days our founder Earl Bakken recognized that he lacked business expertise . He wisely reached out to a very sophisticated group of local business exec-utives and asked them to join the board of

his fledgling company . Over time these board members brought in more outstanding board members from local companies like Pillsbury, General Mills, Target and others . As the com-pany went through the stages of growth from a start-up to a medium-sized corporation, the board was invaluable to Earl in helping him build Medtronic and in anticipating the challenges of a larger company .

It wasn’t until 1980 that Earl agreed to bring the first physician onto the board, Dr . Glen Nelson, a local surgeon who was CEO of American MedCenters, one of the first HMOs in the U .S . Earl feared that a physician would dom-inate the group of businessmen on the board with his opinions about medicine . Actually, the lack of medical expertise on the board led to 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 group of extremely devoted directors had built Medtronic from two people in a garage to one

Bill George on transitioning a board’s makeup

BOARD COMPOSITION

Bill George: The lack of medical expertise on the board led to several major strategic mistakes and the missing of important new technologies .



SPONSORED BY

FOOT LOCKER INC.New York, NY


Steven OaklandPresident of International, Foodservice,

and Natural FoodsJ.M. sMuCker Co.

Orrville, OH

Bio Notes: In present position since 2011. He has served the company in a variety of domes-tic and international retail operational po-sitions with a focus on marketing and brand building, including president of U.S. retail for Smuckers, Jif, Hungry Jack, and general man-ager of the Canadian operations.

Foot Locker is a specialty athletic retailer. Rev-enues are $6 billion. J.M. Smucker is a food manufacturer and distributor. Revenues are $6 billion.

FTD COMPANIES INC.Downers Grove, IL


Tracey BelcourtExecutive Vice President of StrategyMoNdeleZ iNterNatioNal iNC.

Deerfield, IL

Michael SilversteinSenior Partner and Managing Director

BostoN CoNsultiNg group iNC.Boston, MA

B i o No t e s : B e l c o u r t joined Mondelez immedi-ately prior to its 2012 spinoff from Kraft Foods. She had been a partner in the Toronto office of Bain & Co. In 1999 she served as an economic consultant to the U.S. Agency for In-

ternational Development in Africa. Silverstein is a senior partner and managing director in BCG’s Chicago office and is a leader of BCG’s Consumer practice. He joined the firm in 1980 and has been a BCG Fellow since 2010. He is the author of four books on consumer spend-ing, including The $10 Trillion Prize and co-au-thor of Women Want More.

FTD provides floral-related and other gift products and services to consumers and retail locations. Revenues are $626 million. Monde-lez is a global snacks company. Revenues are $35 billion. BCG is a global management con-sulting firm.

FTI CONSULTING INC.West Palm Beach, FL


Nicholas C. FanandakisExecutive Vice President and CFO

dupoNt Co.Wilmington, DE

Bio Notes: He has spent a 35-year career in a variety of senior positions at DuPont. He has been in his present position since 2009. Age 57.

FTI is a global business advisory firm. Reve-nues are $2 billion. DuPont is a science and technology company. Revenues are $36 billion.

GENERAL DYNAMICS CORP.

Falls Church, VA


Laura SchumacherEVP of Business Development, External

Affairs and General CounselaBBvie iNC.

North Chicago, IL

Bio Notes: Prior to AbbVie separating from Abbott Laboratories in 2013 she spent 20 years in senior positions at Abbott, including EVP, general counsel and secretary.

General Dynamics is engaged in aerospace, combat and marine systems, and information technology. Revenues are $32 billion. AbbVie is a biopharmaceutical company addressing hepatitis C virus and other serious health is-sues. Revenues are $19 billion.

GOLDMAN SACHS GROUP INC.

New York, NY


Peter OppenheimerChief Financial Officer

apple iNC.Cupertino, CA

Bio Notes: After joining Apple in 1996 he took on various roles including senior director of finance and controller for the Americas, vice president and controller of world-wide sales and vice presi-dent and corporate con-

troller. He will be retiring from the company in September 2014. Also is a director of the

Bill George on transitioning a board’s makeup

BOARD COMPOSITION

of the leading medical device companies in the world . Their commitment to good governance made Medtronic a model of corporate gov-ernance . Their tenure on the board ranged up to 29 years . When the company faltered in the mid-1980s, the board had the courage to replace the CEO with an exceptional leader, Win Wallin . Win had been a board member for many years and was then vice chair of Pillsbury . He quickly turned the company around after taking the helm .

Win and I agreed it was time to diversify the board and set out to do so . Recognizing the dearth of medical expertise on the board, Win Wallin added Dr . Bernadine Healy, a very distin-guished cardiologist, and Jack Schuler, former COO of Abbott Labs, to the board, giving us our first female and the first two non-Minneapolis board members .

Ten years later, seven of that original group of directors had retired at the mandatory age of 70 . We now [in 2001] have 13 directors, 10 outsiders and three insiders . Of the current group of outside directors, two are women, one an African American originally from Guyana, one is French, four are medical doctors, three more have leadership roles in health care, and seven are CEOs . They range in age from 45 to 64, much younger than their predecessors . Only one lives in Minnesota . The others come from Frankfurt, Germany, to Palo Alto, Calif . We have indeed achieved a diverse board, one that has the wisdom and experience to offer thoughtful inputs to nearly every situation the company is encountering .

In their wisdom, the seven retiring board members recognized back in 1996 the need to prepare for this transition . They were acutely aware of the risk of losing the tremendous commitment to the company and the passion for its mission when they retired . I was also con-cerned that we had no sitting CEOs of for-profit corporations on the board other than myself . We decided as a group to expand the size of the board from 12 to 15 to provide for an overlap between the new and the old directors, and to add the CEOs of Honeywell, Ashland, and Case-New Holland to the board .



SPONSORED BY

Ed. Note: A major survey of director pay comes every year from compensation consul-tancy Frederic W . Cook & Co . Inc . The firm’s 2013 Board of Directors Compensation Report was released in December 2013 . This report includes 300 publicly traded companies in the financial services, industrial, retail, technolo-gy, and energy sectors, divided into three size categories based on market capitalization . The following is from the report’s executive summary, which highlights key findings from the latest survey .

Director compensation levels have stabilized since the introduction of the Dodd-Frank Act, with recent increases

in the low to mid single digits (i .e ., 3% to 6%) . Compared to last year, small-cap companies had the largest increase in total director com-pensation . Director workload and scrutiny continues to increase, especially for com-pensation committee members, in light of Say-On-Pay and continued media attention .

From a design perspective, the trend is toward simpler, more transparent director compensation programs that reward direc-tors based on their role while recognizing the importance of independence and the goal of aligning director and shareholder interests .

Companies are moving away from board and committee meeting fees to simplify administration and communicate that atten-dance is expected . In addition, companies are replacing stock options with deferred or restricted shares to provide stronger align-

ment between directors’ and shareholders’ long-term interests and to address investor concerns about the appropriateness of stock options due to their risk and reward profile .

Total Compensation Levels• Total compensation levels are largely

dependent on company size, while the rela-tionship between pay levels and industry is less apparent . Median total compensation for board service is summarized in the accompa-nying exhibit .

• Median total compensation increased at a faster rate in small-cap companies com-pared to mid- and large-cap companies .

• Industrial and technology companies have the first and second highest median total com-pensation levels, respectively, while financial services companies have the lowest .

Cash/Equity Mix• The financial services sector pays the

highest portion of total compensation in cash (55% of total compensation) and technology companies the lowest (34% of total compen-sation in cash) .

• Small-cap companies pay the highest portion of total compensation in cash (53% of total compensation), and large-cap compa-nies the lowest (39% of total compensation in cash) .

Cash Compensation• The highest board retainer is provided in

industrial companies and technology compa-

nies pay the lowest .• Board retainers at large-cap companies

are almost double the amount at small-cap companies .

• Board meeting fees have not increased and remain at $1,500 from last year .

Equity Compensation• Stock awards (or stock units) are the most

prevalent form of equity compensation and are most frequently determined based on a fixed dollar value versus number of shares .

• Equity compensation continues to shift away from options toward full-value shares, illustrated by an approximately 20% year-over-year decline from our prior year’s study in the number of companies that grant stock options .

• With the exception of technology compa-nies, stock option use is minimal (utilized by less than 15% of financial services, industrial, retail, and energy companies, compared to 30% of technology companies) .

Program Structure• Large companies (i .e ., market capital-

ization greater than $5 billion) tend to have simple compensation structures composed of two parts: 1) retainers for board and commit-tee chair service, and 2) equity awards deliv-ered in full-value stock or stock units .

• Committee chairs are usually provided additional retainers for leadership of the audit, compensation, or nominating and governance committees . Audit committee chairpersons and members continue to receive the highest level of compensation for committee service .

• When provided, compensation for com-mittee member service is usually in the form of meeting fees . The median meeting fee for the survey population is $1,500, with minimal variations based on industry or size .

• The median additional retainer for lead director service ranges from $20,000 to $25,000 across companies of various indus-tries and different sizes .

Frederic W. Cook & Co.’s 2013 Director Compensation Report is available on the firm’s website at www.fwcook.com.

Trend in director compensation: Simpler, more transparent

BOARD REPORT

Median values Small cap Mid cap Large cap

Less than $1B $1B - $5B Greater than $5B

Market capitalization ($M) $465 $2,661 $17,436

Total compensation - 2013 study $125,260 $182,500 $236,650

Total compensation - 2012 study $118,000 $178,000 $229,000

Year-over-year increase 6% 3% 3%



SPONSORED BY

California Polytechnic State University Foun-dation. Age 50.

Goldman Sachs is a global investment bank-ing firm. Revenues are $31 billion. Apple markets personal computers and related soft-ware and services. Revenues are $108 billion.

GOODYEAR TIRE & RUBBER CO.

Akron, OH


Michael J. MorellSenior Fellow

BelFer CeNter For sCieNCe aNd iNterNatioNal aFFairs

Harvard keNNedy sCHoolCambridge, MA

Bio Notes: He served in numerous strategic roles during his more than 30-year career with the Central Intelligence Agency, includ-ing director of Asian Pacific and Latin Amer-ican analysis beginning in 1999 and most recently as deputy director from 2010-2013. Among his many recognitions, he received the Distinguished Intelligence Medal for his role in the 2011 operation against Osama Bin Laden. He currently is a counselor at Beacon Global Strategies. Age 55.

Goodyear is one of the world’s largest tire companies. Revenues are $20 billion. Belfer Center is focused on research, teaching, and training in international security affairs, en-vironmental and resource issues, and science and technology policy.

HARTFORD FINANCIAL SERVICES GROUP INC.

Hartford, CT


Julie RichardsonSenior Advisor

provideNCe equity partNersProvidence, RI

Bio Notes: Prior to assum-ing her present position in 2012 she was a partner and head of Private Equi-ty Partners’ New York of-fice where she led the firm’s global communica-tions investment practice. She joined J.P. Morgan

Chase in 1998, where she would serve as VP of its investment banking division and head of its telecommunications, media, and technology group. She began her career at Merrill Lynch. Age 50.

Hartford is a financial services and insurance company. Revenues are $27 billion. Provi-dence is a global private equity firm.

HCA HOLDINGS INC.Nashville, TN


Robert J. DennisChairman, President and CEO

geNesCo iNC.Nashville, TN

Nancy-Ann DeParleFounding Partner

CoNsoNaNCe Capital partNersNew York, NY

Bio Notes: Dennis has served as president and CEO of Genesco since 2008 and chairman since 2010. His prior positions with the company includ-ed COO from 2005-2006 and president and CEO from 2006-2008. DeParle

served from 2009-2013 in senior positions in the White House, including director of the White House Office of Health Reform. From 2001-2009 she was a senior advisor with JPMorgan Partners and served as a managing director of CCMP Capital, its successor entity. Note: Also joining the HCA Holdings board is Dr. Jack Rowe, who since 2006 has been a pro-fessor in the department of Health Policy and Management at Columbia University Mailman School of Public Health.

HCA is a healthcare services company. Rev-enues are $34 billion. Genesco is a specialty retailer of footwear, headwear, sports apparel and accessories. Revenues are $3 billion. Con-sonance Capital is an investment firm that in-vests broadly across the health care landscape.

HERMAN MILLER INC.Zeeland, MI


Heidi ManheimerChief Executive Officer

sHiseido aMeriCas Corp.New York, NY

Bio Notes: Prior to being appointed CEO of Shiseido Americas in 2006 she was president of the company’s U.S. operations from 2002-2006 and EVP and general manager from 2000-2002. From 1992-1999 she served as VP and divisional merchandise manager of cos-metics, fragrances, and apothecary at Barney’s New York.

Herman Miller is a furniture designer and manufacturer. Revenues are $2 billion. Shise-ido Americas was established in 1965 by Shi-seido Co. Ltd., the global cosmetics company headquartered in Tokyo.

HESS CORP.New York, NY


Terrence Checki

Bio Notes: He is retiring this year from his post as EVP of the New York Fed. He began his ca-reer there in 1967 and was first named to the EVP role in 1995. During his tenure he held positions in the corporate, financial supervi-sion, and international affairs areas. Age 68.

Hess is a global energy company. Revenues are $22 billion.

IGNITE RESTAURANT GROUP INC.

Houston, TX


Robert Merritt

Bio Notes: He has over three decades of expe-rience in the restaurant industry, and was an original member of the senior management team of Outback Steakhouse Inc. Also is a board member of Cosi Inc. and Ruth’s Hospi-tality Group Inc. Age 59.

Ignite owns and operates the restaurant brands Joe’s Crab Shack, Brick House Tavern & Tap, and Romano’s Macaroni Grill. Revenues are $761 million.

INFORMATICA CORP.Redwood City, CA


Hilarie Koplow-McAdamsChief Revenue Officer

New reliC iNC.San Francisco, CA

Bio Notes: In her current role since December 2013. Previously she was president of global sales at salesforce.com where she helped grow the company’s cloud business from $1 billion annually to nearly $4 billion. She led direct sales at Oracle Corp. for 18 years. Age 49.

Informatica provides data integration soft-ware. Revenues are $948 million. New Relic is a software analytics company.



SPONSORED BY

ITRON INC.Liberty Lake, WA


Michael PulliChief Executive Officer

paCe plCU.K.

Bio Notes: Before being appointed CEO of Pace in 2011 he served nearly eight years as president of Pace Americas. Earlier he served in management positions at Motorola, includ-ing VP of international operations.

Itron provides meter data management soft-ware and other products to electric, natural gas, and water utilities worldwide. Revenues are $2 billion. Pace offers products and ser-vices for the global broadcast and broadband industries. Revenues are $2 billion.

JANUS CAPITAL GROUP INC.

Denver, CO


Eugene Flood Jr.

Bio Notes: From 2011 until his 2012 retire-ment he served as EVP of TIAA-CREF, where for seven years he was a member of the fund organization’s board of trustees. He previously spent 12 years as president and CEO of Smith Breeden Associates, an asset management firm.

Janus Capital is an investment management company. Revenues are $874 million.

KELLOGG CO.Battle Creek, MI


Stephanie Burns

La June Montgomery TabronPresident and CEO

w.k. kellogg FouNdatioNBattle Creek, MI

Bio Notes: Burns is the ret ired chairman and CEO of Dow Corning Corp., where she was in-strumental in spearhead-ing Dow Corning’s invest-m e n t s i n e m e r g i n g markets, including China, India, Russia, Turkey, and

Vietnam. She served as Dow Corning’s first director of women’s health. She served on President Obama’s President’s Export Council.

Tabron (pictured)has been in her present po-sition since Jan. 1, 2014. She is the first Afri-can-American to lead the foundation in its 83-year history. She has been with the founda-tion for 26 years. Most recently she was execu-tive vice president for operations and CFO. Also is president of the board of the Western Michigan University Foundation and a board member of many community organizations.

Kellogg is a producer of cereal and conve-nience foods. Revenues are $14 billion. Kel-logg Foundation is a nonprofit organization founded in 1930 by cereal pioneer Will Keith Kellogg.

KEYCORPCleveland, OH


Demos ParnerosPresident, North American Stores and Online

staples iNC. Framingham, MA

Bio Notes: He has spent a 25-year career in management roles with Staples, where he serves as a member of the company’s execu-tive committee and was appointed president of U.S. stores in 2002. In 2012 he took on additional responsibility for Staples.com and Canada.

KeyCorp is a financial services company. Rev-enues are $4 billion. Staples is a distributor of office products. Revenues are $24 billion.

KIMBALL INTERNATIONAL INC.

Jasper, IN


Timothy JahnkePresident and CEO

elkay MaNuFaCturiNg Co.Oak Brook, IL

Bio Notes: In present position since 2007. He previously served in senior positions for Newell Rubbermaid Corp., including group president of home and family products from 2004-2007 and VP of human resources from 2001-2004.

Kimball operates in two business segments: electronic manufacturing services and furni-ture. Revenues are $1 billion. Elkay is a fam-ily-owned company that manufactures and markets products for the housing, remodeling, hospitality and commercial markets.

KOHLBERG KRAVIS ROBERTS & CO. LP

New York, NY


David DrummondSVP of Corporate Development

and Chief Legal Officergoogle iNC.

Mountain View, CA

Bio Notes: In his current role since 2006, where he leads Google’s global teams for legal, gov-ernment relations, corporate development and new business development. Previously he was Google’s SVP of corporate development. Is also a director of Uber Technologies and Rocket Lawyer Inc., which offers free legal documents and affordable legal services. Age 50.

KKR is a private equity investment firm traded on the NYSE. Revenues are $10 billion. Google is an online search engine. Revenues are $60 billion.

L BRANDS INC.Columbus, OH


Stephen D. SteinourChairman, President, and CEO

HuNtiNgtoN BaNCsHares iNC.Columbus, OH

Bio Notes: He previously was managing part-ner of CrossHarbor Capital. He had also held senior positions at Citizens Financial Group, which he joined in 1992 from Fleet Financial Group, and was EVP at Bank of New England. Also is a director of Exelon Corp.

L Brands is a specialty women’s retailer. Revenues are $11 billion. Huntington is a regional bank holding company. Revenues are $3 billion.

LEUCADIA NATIONAL CORP.

New York, NY


Linda Adamany

Bio Notes: She had a 27-year career with BP PLC. Most recently she was group vice presi-dent of commercial directorate and business support at BP Refining and Marketing from 2005 to 2007. She is a director of engineering and project management consultancy AMEC PLC, where she is chair-elect of the board’s eth-ics committee. Age 60.



SPONSORED BY

Leucadia is a holding company engaged in mining and drilling services, telecommunica-tions, health care, banking and lending, and real estate. Revenues are $11 billion.

LOCKHEED MARTIN CORP.Bethesda, MD


Daniel Akerson

Bio Notes: He was chair-man and CEO of General Motors Co. until his retire-ment in January 2014. Pre-viously he was managing director of The Carlyle Group and served as chair-man, chief executive officer or president of several

major companies, including Nextel Communi-cations, General Instrument Corp., and MCI Communications. Age 65.

Lockheed Martin is an information technol-ogy, defense industry, and aerospace products company. Revenues are $47 billion.

MCKESSON CORP.San Francisco, CA


N. Anthony Coles

Bio Notes: He was presi-dent, CEO and chairman of Onyx Pharmaceuticals from 2012 to 2013, having served as its president and CEO and a member of its board from 2008 until 2012. From 2005 to 2008 he was an executive and a

director of NPS Pharmaceuticals. Prior to 2005 he served in various leadership positions in the pharmaceutical industry, including at Merck, Bristol-Myers Squibb and Vertex Pharmaceu-ticals. Age 53.

McKesson provides products and services to the health care industry. Revenues are $130 billion.

MEAD JOHNSON NUTRITION CO.

Glenview, IL


Michael Grobstein

Bio Notes: He served as vice chairman of Ernst & Young LLP from 1984 until his retirement in 1998. He joined EY in 1964 and was made

partner in 1975. Also is a director of Bris-tol-Myers Squibb. Age 71.

Mead Johnson is a global leader in pediatric nutrition. Revenues are $3 billion.

MERCURY GENERAL CORP.Los Angeles, CA


James EllisDean

uNiversity oF soutHerN CaliForNia MarsHall sCHool oF BusiNess

Los Angeles, CA

Bio Notes: In present po-sition since 2007. Since joining Marshall School’s marketing department in 1997, where he holds the Robert R. Dockson Dean’s Chair in Business Admin-istration, he has served in a variety of academic

posts at USC, including vice dean of external relations and vice provost of globalization. From 1990-1997 he was chairman and CEO of Port O’Call Pasadena, an upscale home acces-sory retailer. Earlier he was president and CEO of American Porsche Design. Also is a director of Quiksilver Inc.

Mercury General is an automobile insurance provider. Revenues are $3 billion.

METLIFE INC.New York, NY


Denise MorrisonPresident and CEO

CaMpBell soup Co.Camden, NJ

Peggy Vaughan

Bio Notes: Morrison (pic-tured) has been in her current position since 2011. She joined the com-pany in 2003 and has held a variety of executive po-sitions, including execu-tive vice president and chief operating officer.

She previously served for eight years at Kraft Foods Inc. In 2012 she was named to President Obama’s Export Council. Is also a director of Catalyst Inc. and the Grocery Manufacturers Association. Vaughan began her consulting career at PricewaterhouseCoopers and became a partner in 1988. During her tenure she served

in various roles, including leading the U.S. Ser-vices Industry, the Americas SAP Practice and the Global Supply Chain Practice.

MetLife provides insurance and financial services. Revenues are $69 billion. Campbell Soup is a foods manufacturer. Revenues are $8 billion.

MICROSOFT CORP.Redmond, WA


Mason MorfitPresident

valueaCt Capital San Francisco, CA

Bio Notes: He joined ValueAct Capital in January 2001. Previously he worked in eq-uity research for Credit Suisse First Boston. Is also a director of Valeant Pharmaceuticals International and a former director of Ad-vanced Medical Optics, C.R. Bard, Immucor, MSD Performance and Solexa. He joins the Microsoft board as an activist investor.

Microsoft develops, licenses, and supports software products. Revenues are $83 billion. ValueAct is an investment partnership with $8 billion under management.

MINERALS TECHNOLOGIES INC.

New York, NY


Donald C. WinterProfessor of Engineering Practice

uNiversity oF MiCHigaN Ann Arbor, MI

Bio Notes: Until 2012 he served as chair of the Na-tional Academy of Engi-n e e r i n g C o m m i t t e e charged with investigating the causes of the Deepwa-ter Horizon Blowout for the Secretary of the Interi-or. From 2006-2009 he

was Secretary of the Navy. Previously he was president and CEO of TRW Systems (later Northrop Grumman Mission Systems), which he joined in 1972. He currently consults and lectures on systems safety.

Minerals Technologies develops specialty mineral, mineral-based, and synthetic mineral products. Revenues are $1 billion.



SPONSORED BY

Ed. Note: The Complete Guide to Executive Compensation (Third Edition) by Bruce Ellig was published in January 2014 by McGraw-Hill (www .mhprofessional .com) . Long rec-ognized as the guide to executive pay, the new edition is an impressive, 1,000-page magnum opus, fully updated to address important changes regarding boards of direc-tors’ responsibilities, shifts in stakeholder power, venture capitalism, and laws such as Dodd-Frank and health care reform . Ellig is a renowned compensation expert . He directed worldwide HR for Pfizer Inc . and was secre-tary to the board’s compensation committee . He has written several articles for Directors & Boards. The following is a passage from the book’s examination of the compensation committee of the board .

A ll pay and benefit decisions of the board and other elected corporate officers are to be decided by the

board with compensation committee input . The exception to this rule is when action is otherwise prescribed by law, regulation, or security listing requirements .

A rather common definition of member-ship is: the committee “shall not consist of less than three members meeting appropriate statu-tory and regulatory require-ments as independent and disinterested persons .” Typically, all committee members are members of the board .

Depending on the make-up of the particular board, the compensation com-mittee made up solely of outside directors could consist of former governmental officials, bankers, lawyers, academicians, or executives of other firms . Some people are critical of companies whose board membership consists of retired mem-bers of management and those considered to be suppliers of contractual services (e .g .,

bankers, outside counsel, and management consultants) . The retired executive may have fraternal ties to existing management, having hired and trained them . The presence of sup-pliers on the board may give a false signal to others that this company is “tied up” with a supplier .

Such individuals cannot be considered true outside directors, that is, individuals independent of management . To qualify, the individual must meet the SEC 16b-3 require-ments . The SEC has also ruled that securities exchanges must adopt listing standards requiring that compensation committee members be inde-pendent .

Because many of the per-formance measures used in the executive incentive pay plans are financial in nature, it could be argued that the compensation committee should have at least one person who is a member of the audit committee . If this is not practical because of the meeting dates of

the two committees, perhaps it is appropriate to periodical-ly have a combined meeting of the two committees .

Knowledge of executive compensation programs is obviously extremely helpful in serving on a compensation committee, and, therefore, at least one person on the com-mittee should have a work-ing knowledge of executive

compensation . When attempting to sort out the pros and

cons of various plans, one must understand the terminology . For example, what are the advantages of a performance-unit plan cou-pled with nonqualified stock options over a nonmarket, book value and market value

tandem stock option? This is one reason why having a compensation committee consisting mostly of executives from other companies makes a lot of sense . They are more likely

to be knowledgeable about a wider range of forms of compensation than those not exposed to execu-tive pay plans . However, boards should be careful in appointing members to the committee to avoid interlocking relationships, namely, where CEOs sit on each other’s compensation committees .

Another excellent candi-date for the compensation committee is the profes-sional director (i .e ., some-one whose only employ-ment is serving on a number of boards), usually a retired

executive . This may become a very attractive second career for those who wish to take early retirement within their own firms, espe-cially if shrinking inside-board sizes preclude being elected while working .

However, from the viewpoint of knowledge, the best candidate is an executive compen-sation consultant or a similar individual in the employ of another company . Either of these individuals would be a candidate whose eligibility for the committee required simply that candidates be “disinterested parties” and not necessarily members of the board of directors .

Where a company is using several con-sultants, it may find the industry expert more appealing, not only to bring another dimension but also to avoid potential conflict-of-interest charges .

Because experience is important, it may be unwise to rotate members of the commit-tee too early . Perhaps rotation of one person every several years would allow the commit-tee to retain the needed expertise .

Guidance on compensation committee membership

BOARD COMMITTEES

Bruce Ellig: Having a compensation committee consisting mostly of execu-tives from other companies makes a lot of sense .



SPONSORED BY

MONDELEZ INTERNATIONAL INC.

Deerfield, IL


Nelson PeltzCEO and Founding Partner

triaN FuNd MaNageMeNt lpNew York, NY

Bio Notes: In present position since 2005. From 1993-2007 he was chairman and CEO of Triarc Companies Inc. He also is nonexecutive chairman of Wendy’s Co. He also is a director of Legg Mason Inc. and Ingersoll-Rand PLC.

Mondelez is a global snacks company. Reve-nues are $35 billion. Trian is an investment management firm.

MONOTYPE IMAGING HOLDINGS INC.

Woburn, MA


Gay Warren GaddisPresident and CEO

t3 Austin, TX

Bio Notes: She is the founder and CEO of T3 (The Think Tank), the largest independent advertising agency owned by a woman in the U.S. She began her career as a copywriter for Richards Group and became a partner at an Austin-based advertising firm before founding T3. Also is chairperson on C200’s governing board of directors.

Monotype is a global provider of text imaging solutions. Revenues are $107 million. T3 is an independent marketing and advertising firm headquartered in Austin with offices in New York City and San Francisco.

MOVADO GROUP INC.Paramus, NJ


Peter Bridgman

Bio Notes: He most recently served as SVP and general auditor at PepsiCo Inc. From 2000-2011 he was PepsiCo’s SVP and control-ler, leading the financial reporting and control functions. Earlier he spent 12 years at KPMG. He served on the board of Alltel Corp. and Pepsi Bottling Ventures. Age 60.

Movado designs and markets fine watches and operates company stores in the U.S. Revenues are $562 million.

MWI VETERINARY SUPPLY INC.

Boise, ID


Mark DurcanChief Executive Officer

MiCroN teCHNology iNC.Boise, ID

Bio Notes: He has served in his current posi-tion since February 2012. Previously he held various senior leadership roles at the company, including president and COO and chief tech-nology officer. He joined Micron in 1984. Is also a director of the Semiconductor Industry Association and is chairman of the Micron Foundation. Age 52.

MWI distributes animal health products to veterinarians in the U.S. and U.K. Revenues are $2 billion. Micron is a semiconductor manu-facturer. Revenues are $11 billion.

NCI BUILDING SYSTEMS INC.

Houston, TX


George BallChief Financial Officer

parsoNs Corp.Pasadena, CA

Bio Notes: In present position since 2008. Since joining Parsons in 1995 he has served as corporate controller and international division manager of the Infrastructure & Technology Group. He will serve on NCI’s audit commit-tee and compensation committee. He is chair-man of Ronald McDonald House Charities of Southern California.

NCI manufactures and markets metal prod-ucts for the nonresidential construction indus-try in North America. Revenues are $1 billion. Parsons is an engineering, construction and management services firm owned by an Em-ployee Stock Ownership Trust. Revenues are $3 billion.

NORFOLK SOUTHERN CO.Norfolk, VA


Amy E. MilesChief Executive Officer

regal eNtertaiNMeNt groupKnoxville, TN

Bio Notes: She has spent 15 years with Regal Entertainment, where prior to being appoint-

ed CEO she was the company’s EVP, CFO, and treasurer. She formerly worked for Deloitte & Touche and PricewaterhouseCoopers. Also is a director of National CineMedia Inc. Age 47.

Norfolk Southern is a transportation compa-ny. Revenues are $11 billion. Regal is a motion picture exhibitor with units named Regal Cin-emas, United Artists Theatres, and Edwards Theatres. Revenues are $3 billion.

NUCOR CORP.Charlotte, NC


Gregory J. HayesSenior Vice President and CFOuNited teCHNologies Corp.

Hartford, CT

Bio Notes: He joined United Technologies at the time of its 1999 merg-er with Sundstrand Corp., where he previously held a variety of senior posi-tions, including VP of fi-nance for Sundstrand Aerospace. He has been in

his current position since 2008. Age 53.

Nucor is a steel manufacturer. Revenues are $19 billion. UT provides high-technology products and services to the aerospace and building industries. Revenues are $63 billion.

OCCIDENTAL PETROLEUM CORP.

Los Angeles, CA


Elisse Walter

Bio Notes: She was ap-pointed an SEC commis-s i o n e r b y P r e s i d e n t George W. Bush and was sworn in on July 9, 2008. She was later designated the agency’s chairman by President Obama, serving from December 2012 to

April 2013. Prior to her SEC leadership she was senior executive vice president, Regulatory Policy & Programs, for FINRA. She joined the Commodity Futures Trading Commission in 1994 as general counsel. Earlier in her career she served on the SEC’s staff. Age 63.

Occidental Petroleum is an international oil and gas exploration and production company. Revenues are $24 billion.



SPONSORED BY

OWENS-ILLINOIS INC.Perrysburg, OH


Carol WilliamsSpecial Advisor to the CEO

dow CHeMiCal Co.Midland, MI

Bio Notes: She has served in a variety of senior posi-tions during her nearly 35-year career with Dow Chemical, including SVP of basic chemicals and president of chemicals and energy. Also is a di-rector of Zep Inc.

Owens-Illinois is a glass container manufac-turer. Revenues are $7 billion. Dow Chemical manufactures chemicals, plastics, and agricul-tural products. Revenues are $57 billion.

PEPSICO INC.Purchase, NY


Rona Fairhead

Bio Notes: From 2006-2013 she was chairman and CEO of Financial Times Group, a division of Pearson PLC, where she was CFO from 2002-2006. Also is a director of HSBC Holdings PLC. Age 52.

PepsiCo is a worldwide food and beverage company. Revenues are $66 billion.

PERRY ELLIS INTERNATIONAL INC.

Miami, FL


Alexandra WilsonCo-Founder

giltNew York, NY

Bio Notes: In 2007 she co-founded Gilt. She is currently head of strategic alliances, where she plays an integral role in shaping merchandising, strategic brand partnerships, busi-ness development, and market ing and social

media for the company. She previously worked

in the luxury goods industry at Bulgari and Louis Vuitton. She began her career in invest-ment banking at Merrill Lynch and later went on to work at Financo.

Perry Ellis is a designer, distributor, and licen-sor of men’s and women’s apparel, accessories, and fragrances. Revenues are $954 million. Gilt is an online luxury lifestyle retailer.

PINNACLE FOODS INC.Parsippany, NJ


Jane NielsenEVP and CFOCoaCH iNC.

New York, NY

Bio Notes: In present position since 2011. She had served in senior positions for PepsiCo, PepsiCo Americas, and Pepsi Bottling Group, and formerly worked for Marakon Associates, a global strategy consulting firm. She began her career in banking at CS First Boston Corp.

Pinnacle is a producer and distributor of branded food products, including Duncan Hines, Vlasic, and Bird’s Eye. Revenues are $3 billion. Coach is a marketer of handbags and accessories. Revenues are $4 billion.

PIPER JAFFRAY CO.Minneapolis, MN


Scott TaylorEVP, General Counsel and Secretary

syMaNteC Corp. Mountain View, CA

Bio Notes: In present po-sition since 2007. He pre-viously served as chief administrative officer, SVP and general counsel of Phoenix Technologies Ltd. He began his legal ca-reer as a corporate attor-ney with San Francis-

co-based law firm Pillsbury Madison & Sutro (now Pillsbury Winthrop Shaw Pittman). Also is a director of VirnetX Holding Corp.

Piper Jaffray is a middle-market investment bank and institutional securities firm. Reve-nues are $525 million. Symantec provides soft-ware for the information technology industry. Revenues are $7 billion.

POTBELLY CORP.Chicago, IL


Dan GinsbergChief Executive Officer

derMalogiCaCarson, CA

Bio Notes: In present po-sition since 2011. He pre-viously served as CEO of Redbull. Prior to that he was with the advertising and marketing agencies NW Ayer and Cunning-ham & Walsh. Earlier in his career he served as

chief marketing officer at Hardee’s.

Potbelly operates sandwich shops. Revenues are $299 million. Dermalogica, founded in 1986, offers skin care products.

PRIMO WATER CORP.Winston-Salem, NC


Susan CatesPresident of Executive DevelopmentkeNaN-Flagler BusiNess sCHool uNiversity oF NortH CaroliNa

at CHapel Hill, Chapel Hill, NC

Bio Notes: She has served in her current role since 2008 and is also executive director of MBA@UNC. Previously she was a partner with Best Associates, a private equity firm based in Dallas. Earlier in her career she worked in investment banking at Merrill Lynch in New York and corporate lending at Wachovia Bank in Atlanta.

Primo Water provides purified bottled water, self-serve filtered drinking water and water dispensers in the U.S. and Canada. Revenues are $91 million.

PVH CORP.New York, NY


Brent CallinicosChief Financial OfficeruBer teCHNologies

San Francisco, CA

Edward RosenfeldChairman and CEO

steveN MaddeN ltdLong Island City, NY



SPONSORED BY

Bio Notes: Callinicos has been in his present position since September 2013. He previously was VP, treasurer, and chief accountant at Goo-gle Inc. He joined Microsoft Corp. as a financial analyst in 1992 and earlier held management positions at Walt Disney Co. and Procter & Gamble Co. Rosenfeld joined Steven Madden in 2005 and has served in his present position since 2008. Previously he was VP in the mergers and acquisitions group at Peter J. Solomon Co.

PVH is a global apparel company. Revenues are $8 billion. Uber is a privately held com-pany that connects riders to drivers through its apps. Steven Madden is a fashion footwear company. Revenues are $1 billion.

QUEST DIAGNOSTICS INC.Madison, NJ


Timothy MainChairman

JaBil CirCuit iNC.St. Petersburg, FL

Bio Notes: He has spent a more than 25-year career with Jabil, where from 2000-2013 he served as CEO. He has been a board member of the company since 1999 and was named chairman in January 2013.

Quest offers diagnostic testing, information, and services for the health care industry. Rev-enues are $7 billion. Jabil provides electronics design, manufacturing, and product manage-ment services. Revenues are $18 billion.

SALESFORCE.COM INC.San Francisco, CA


Colin Powell

Bio Notes: He is a retired four-star Army general who served as Secretary of State under President George W. Bush from 2001 to 2005. He was the first African American to hold that position. He served as Chairman of the

U.S. Joint Chiefs of Staff. He is a strategic ad-visor with Silicon Valley venture capital firm Kleiner Perkins Caufield & Byers. Age 77.

Salesforce.com provides customer relation-ship management software. Revenues are $4 billion.

SKULLCANDY INC.Park City, UT


Jay BrownCo-Founder and CEO

roC NatioNBeverly Hills, CA

Bio Notes: He is a 20-year music industry ex-ecutive veteran, discovering and fostering the careers of superstars including Rihanna and Ne-Yo. Co-founded Roc Nation in 2008. He previously served as EVP for Def Jam Record-ings from 2005-2008 and as SVP of Elektra Records from 1999-2004.

Skullcandy designs and markets audio and gaming headphones and other related prod-ucts. Revenues are $239 million. Roc Nation is a full-service entertainment company that op-erates as a subsidiary of Live Nation Entertain-ment Inc., which has revenues of $6 billion.

SONOCO PRODUCTS CO.Hartsville, SC


Blythe J. McGarvieSenior Lecturer, Accounting

and Management UnitHarvard BusiNess sCHool

Boston, MA

Bio Notes: She joined the HBS faculty in 2012. She was founder and CEO of Leadership for Interna-tional Finance, a global consulting firm. She was CFO for Paris-based con-sumer goods company BIC Group and formerly

served as CFO of Hannaford Brothers Co., which in 1999 was acquired by Delhaize Group. She is the author of the best-selling book, Shaking the Globe. Also is a director of Accenture PLC, Viacom Inc., Wawa Inc., and automotive parts maker LKQ Corp.

Sonoco is a global packaging company. Reve-nues are $5 billion.

SOUTHERN CO.Atlanta, GA


Linda Hudson

Bio Notes: She retired as president and CEO of defense and aerospace company BAE Systems Inc. in January 2014. She was an executive di-

rector on the BAE Systems PLC board and a member of the company’s executive commit-tee. She joined the company in 2006. She pre-viously was with General Dynamics Corp. She began her career with Harris Corp. and Ford Aerospace.

Southern is an energy company. Revenues are $17 billion.

SPRINT CORP.Overland Park, KS


Marcelo ClaureChairman, President and CEO

BrigHtstar Corp.Miami, FL

Bio Notes: Founded Brightstar in 2007. He previously was president of Cellular Solutions, a wireless retailer. Brightstar has been recog-nized as the largest Hispanic-owned business in the U.S. in 2011 and 2012.

Sprint is a communications services provid-er. Its merger with Softbank was completed in July 2013. Revenues are $35 billion. Brightstar is a privately held global wireless distributor with revenues of over $6 billion.

SPS COMMERCE INC.Minneapolis, MN


Mike SmerkloChairman and CEO

serviCesourCe iNterNatioNal iNC.San Francisco, CA

Bio Notes: He has served as chairman of Ser-viceSource since 2008 and as CEO since 2003. Earlier he helped found and held executive positions with Loudcloud, which later became Opsware.

SPS offers in supply chain management soft-ware. Revenues are $104 million. Service-Source provides revenue management services to companies. Revenues are $272 million.

SPX CORP.Charlotte, NC


Patrick Campbell

Bio Notes: He is the retired SVP and chief fi-nancial officer of 3M Co., a position he held from 2002 to 2011. Previously he was vice pres-ident of international and Europe for General Motors, where he served in various finance



SPONSORED BY

Ed. Note: Do you need a guide to getting your board minutes “just right” — not too much detail, but not too little? Then you may want to get your hands on a copy of Corporate Minutes: A Publication for the Corporate Secretary. Released in February 2014 by the American Society of Corporate Secretaries & Governance Professionals (www . governanceprofessionals .org), this 27-page guide has been substantially updated from the original 2006 publication to reflect current views and challenges in minutes taking . Topics include preparing the min-utes, taking the minutes, choosing the form of minutes, writing resolutions, and other matters . Following is an excerpt from the new guide .

Minutes constitute a company’s history of the collective actions of its board of directors and its com-

mittees, and therefore serve as vital legal records . It is important, especially in a time of increasing litigation by shareholder activ-ists and others scrutinizing the corporate business community that minutes accu-rately reflect the various items presented at each meeting, and the actions taken .

In general, there are two alternative styles for writing minutes: The abbreviat-

ed, or short-form, style, and the narrative, detailed, or long-form style . Historically, the preference in writing minutes has been for an abbreviated style . However, in recent years, in response to various factors — including increased litigation challenging board actions — some practitioners have departed from the short-form model in order to demonstrate that the board has acted appropriately and are eligible for the protections afforded by the “business judg-ment” rule . The following points out some of the advantages and disadvantages of short- vs . long-form minutes .

Short-Form MinutesAdvantages

• Concise, easy way to determine action taken by the board or committee

• Helps avoid ambiguity• Presents less language to be miscon-

strued in a litigation context

Disadvantages• Does not spell out reasoning for action

taken by the board or committee• Does not demonstrate the board’s dili-

gence in dealing with specific matters• Case law may require more detail for

certain kinds of transactions

Long-Form Minutes Advantages

• Spells out reasons board has taken action and provides evidence of the board’s diligence in dealing with specific matters

• Presents clearer picture of total delib-eration process

• More in tune with recent case law for material transactions

Disadvantages• Provides greater opportunity for mis-

interpretation of language, particularly in a litigation context

• May include extraneous information which may be confusing

• Not as direct in explaining action taken by the board or committee

The Corporate Secretary has flexibility to select the style and form of minutes that may be appropriate in a particular instance . When taking minutes of a meeting where directors are considering matters that are material to the corporation or that may be challenged, some corporate secretaries find it useful to build a more robust record of diligence by the Board by adding more 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 long form, so they compromise by creating a “hybrid” form — fuller disclosure of the action taken on important items, and spare disclosure on the routine .

Of course, one risk in this approach is that a matter that may seem routine at the time can become significant in hindsight, and the contrast as to how different mat-ters are treated in the same set of minutes could prove disadvantageous . Thus, care-ful consideration needs to be given to the style of the minutes in the context of the matters addressed, and the corporate sec-retary should seek to use a “Goldilocks” approach — not too long and not too short, but “just right .”

On the ‘long and the short’ of board minutesBOARD PRACTICES

What to do about director notesThe taking and disposition of directors’ notes is a matter of concern to many corpo-rate secretaries .

Ideally, directors should be advised to refrain from taking notes, that any notes they take belong to the company, and that all such notes will be collected at the end of meetings . This is because individual directors’ records do not reflect the official acts of the company and because, if there is more than one official set of the company’s records, the company cannot properly control their retention and limits their disclo-sure to persons entitled to review them . The failure to control documents properly and to limit their disclosure could result in the inadvertent waivers of privileges and privacy rights .

As a practical matter, however, it is difficult to prevent directors from taking notes, and there are legitimate reasons why a director may choose to do so .

— Corporate Minutes: A Publication for the Corporate Secretary, February 2014



SPONSORED BY

functions during his 25 years with the compa-ny. Is also a director of Stanley Black & Decker and Gates Corp. Age 61.

SPX manufactures and services cooling prod-ucts. Revenues are $5 billion.

STEIN MART INC.Jacksonville, FL


Burton M. TanskySenior Advisor

MarviN trauB assoCiatesNew York, NY

Bio Notes: In 2010, following a nearly 25-year career, he retired as president and CEO of Nei-man Marcus Group. He previously was CEO of Bergdorf Goodman, a division of Neiman Marcus. He also was president of Saks Fifth Av-enue. He is a director of Donald Pliner Shoes and Howard Hughes Corp.

Stein Mart has department store locations from California to Massachusetts. Revenues are $1 billion. Marvin Traub is a consulting firm focused on the retail and consumer goods sector.

TIBCO SOFTWARE INC.Palo Alto, CA


David WestPresident and CEO

Big Heart pet BraNds iNC.San Francisco, CA

Bio Notes: He has been in his current posi-tion since August 2011. He previously served in executive leadership roles at Hershey Co., including president and CEO, chief operating officer and chief financial officer. He also spent 14 years with Nabisco. Age 50.

Tibco provides infrastructure and business in-telligence software. Revenues are $1 billion. Big Heart Pet Brands, formerly Del Monte Foods’ Pet Products, produces branded pet food and pet snacks for the U.S. retail market.

TIMKEN CO.Canton, OH


Christopher MapesChairman, President, and CEO

liNColN eleCtriC HoldiNgs iNC.Cleveland, OH

Bio Notes: He joined Lin-coln Electric in 2011 as COO, was named presi-dent and CEO in 2012 and chairman in 2013. He previously was EVP of A.O. Smith Corp. and served in manufacturing and management roles

with Regal-Beloit Corp., Superior Telecom, Essex Group, and General Motors Corp.

Timken manufactures highly engineered bear-ings, alloy steels, and related components and assemblies. Revenues are $4 billion. Lincoln Electric manufactures welding, cutting, and joining products. Revenues are $3 billion.

TOTAL SYSTEM SERVICES INC.

Columbus, GA


William M. IsaacSenior Managing Director and Global Head

of Financial InstitutionsFti CoNsultiNg iNC.West Palm Beach, FL

Connie McDaniel

Bio Notes: Isaac founded Secura Group, a financial institutions consulting firm that was eventually acquired by LECG and later by FTI Consulting. He for mer ly was the youngest chairman of the Federal Deposit Insurance

Corporation, serving under both presidents Carter and Reagan. He also led the FDIC during the 1980s banking crisis. He also cur-rently serves as chairman of Fifth Third Ban-corp. McDaniel has more than 30 years of ex-perience in senior management roles in accounting and finance at Coca-Cola Co. and Ernst & Young. Also is a director of Ridge-worth Funds in Atlanta.

Total System is an electronic payment process-ing company. Revenues are $2 billion. FTI is a global business advisory firm. Revenues are $2 billion.

TRACTOR SUPPLY CO.Brentwood, TN


Mark WeikelLuxottica Retail Optical North America

luxottiCa group spaItaly

Bio Notes: In present position since March 2013. He joined Luxottica in 2010 as general manager of Sunglass Hut North America. He previously was COO of Lord & Taylor and president and COO of the Victoria’s Secret unit of Limited Brands and served in manage-ment roles at May Department Stores Co.

Tractor Supply operates retail farm and ranch stores and provides animal products, hardware, and tools, including tractor parts. Revenues are $5 billion. Luxottica is a luxury and sports eyewear company. Revenues are $9 billion.

TRAVELERS COMPANIES INC.

New York, NY


Philip T. Ruegger IIIChairman

HeNry street settleMeNtNew York, NY

Bio Notes: He spent a nearly 40-year career with the law firm of Simpson Thacher & Bart-lett, where he became a partner in 1981 and served as chairman from 2004 until his 2013 retirement. He advised clients on mergers and acquisitions, leveraged buyouts, corporate gov-ernance, investigations, corporate finance and general corporate and securities law matters.

Travelers offers property and casualty insur-ance. Revenues are $26 billion. Henry Street provides opportunities for New Yorkers through social services, arts, and health care programs.

UNIVERSAL FOREST PRODUCTS INC.

Grand Rapids, MI


Mary TuukEVP of Corporate Services and Secretary of the Board

FiFtH tHird BaNCorpCincinnati, OH

Bio Notes: Prior to its 2001 acquisition by Fifth Third Bancorp she was SVP, corporate secretary and legal counsel of Old Kent Fi-nancial Corp. She has been named one of the 25 Women to Watch in Banking by American Banker magazine since 2008.

Universal Forest markets wood products. Rev-enues are $3 billion. Fifth Third is a diversi-fied financial services company. Revenues are $5 billion.



SPONSORED BY

VAPOR CORP.Dania Beach, FL


Ryan KavanaughChief Executive Officerrelativity Media llC

Beverly Hills, CA

Bio Notes: As founder of Relativity Media, he has produced, distributed or structured financing for more than 200 motion pictures generating more than $17 billion in world-wide box-office revenue. He is chairman of the

board for The Art of Elysium, an organization that encourages artists to donate their time and talents to children battling serious medical conditions. Age 39.

Vapor designs and markets electronic cig-arettes and vaporizers. Revenues are $26 million. Relativity Media is a full-scale film studio that acquires, develops, produces, and distributes films and produces television programs.

VONAGE HOLDINGS CORP.Holmdel, NJ


Carolyn Katz

Bio Notes: She was a principal of Providence Equity Partners Inc., which specializes in equity investments in telecommunications and media companies. She formerly spent 16 years at Goldman, Sachs & Co, where she was a managing director and co-head of emerging communications. Currently serves as execu-tive chair of Author & Co., a digital publisher. Also is a director of American Tower and NII Holdings.

Vonage provides communications services. Revenues are $851 million.

WEST PHARMACEUTICAL SERVICES INC.

Exton, PA


Myla Lai-GoldmanChief Executive Officer and President

geNeCeNtriC diagNostiCs iNC.Durham, NC

Bio Notes: In 2009 she founded Personalized Science, a consulting company focused on innovative diagnostics. In 2008 she retired as EVP and chief medical officer of Laborato-ry Corporation of America Holdings (Lab-Corp), where she spent more than 18 years in a variety of senior roles, including EVP, chief medical officer, and chief scientific officer. She also was a venture partner at Hatteras Venture Partners.

West Pharmaceutical manufactures compo-nents and systems for injectable drug delivery. Revenues are $1 billion. GeneCentric is a mo-lecular diagnostic company.

WET SEAL INC.Foothill Ranch, CA


Nancy LublinChief Executive Officerdo soMetHiNg iNC.

New York, NY

Deena VarshavskayaChief Executive Officer

waNeloSan Francisco, CA

Bio Notes: Lublin has been in her current role since 2003 and was previ-ously the creator of Dress for Success. She is a strat-egist with expertise in teen brand marketing, technology, the Internet, next-stage fundraising,

and corporate citizenship. Varshavskaya (pictured)started Wanelo in 2010. Previously she ran a boutique design agency based in Los Angeles. Also elected to the board is Ad a m Ro t h s t e i n , g e n e r a l p a r t n e r a t Disrupt-ive Technologies Partners, an early stage venture fund.

Wet Seal is a fashion retailer. Revenues are $567 million. Do Something is a not-for-profit organization for young people and so-cial change. It has over 2 million members. Wanelo is an online shopping community.

WHIRLPOOL CORP.Benton Harbor, MI


Geraldine ElliottEVP and Chief Customer Officer

JuNiper Networks iNC.Sunnyvale, CA

Bio Notes: Prior to joining Juniper in 2009 she held a series of management po-sitions at Microsoft Corp., including corporate VP of the company’s Worldwide Public Sector organiza-tion. She formerly spent 22 years at IBM Corp.

Whirlpool manufactures home applianc-es. Revenues are $19 billion. Juniper offers high-performance networking products. Rev-enues are $5 billion.

WILLIAMS COMPANIES INC.

Tulsa, OK


Eric MandelblattFounder

soroBaN Capital partNers llCNew York, NY

Bio Notes: He founded New York-based So-roban Capital in 2010. He previously was a partner and co-CEO of TPG-Axon Capital Management and a former Goldman Sachs energy analyst. He joins the board as an ac-tivist investor.

Williams is a natural gas producer, processor, and transporter. Revenues are $7 billion. Soro-ban is an activist hedge fund investing in both equity and debt markets.

YELP INC.San Francisco, CA


Mariam NaficyFounder and CEO

MiNtedSan Francisco, CA

Bio Notes: She founded Minted in 2007. From 2003-2007 she was general manager of the e-commerce division at Body Shop. Prior to that she co-founded Eve.com, the first online cosmetics retailer. She began her career as an investment banker at Goldman Sachs.

Yelp provides online reviews for everything from boutiques and mechanics to restau-rants and dentists. Revenues are $233 million. Minted is an online marketplace for indepen-dent design and art.



SPONSORED BY

1-800-Flowers.com Inc.Abercrombie & Fitch Co.ACCO Brands Corp.Activision Blizzard Inc.ADT Corp.Advance Auto Parts Inc.Akamai Technologies Inc.Alcoa Inc.Allergan Inc.Allstate Corp.American Realty Capital Properties Inc.American Vanguard Corp.Ameriprise Financial Inc.Apache Corp.AptarGroup Inc.Automatic Data Processing Inc.Bed Bath & Beyond Inc.Best Buy Co. Inc.BlackRock Inc.Bloomin’ Brands Inc.BorgWarner Inc.Boston Scientific Corp.Brink’s Co.Cabela’s Inc.Caesars Acquisition Co.Cardinal Financial Corp.CDW Corp.Celanese Corp.Choice Hotels International Inc.Comcast Corp.Computer Programs & Systems Inc.Cree Inc.CVSL Inc.Deluxe Corp.Dice Holdings Inc.Dicks Sporting Goods Inc.Ecolab Inc.Emerson Electric Co.Entercom Communications Corp.Enterprise Financial Services Corp.Famous Dave’s of America Inc.First Busey Corp.Flir Systems Inc.Fluor Corp.Foot Locker Inc.FTD Companies Inc.FTI Consulting Inc.General Dynamics Corp.Goldman Sachs Group Inc.Goodyear Tire & Rubber Co.Hartford Financial Services Group Inc.HCA Holdings Inc.Herman Miller Inc.Hess Corp.Ignite Restaurant Group Inc.Informatica Corp.Itron Inc.

Janus Capital Group Inc.Kellogg Co.KeyCorpKimball International Inc.Kohlberg Kravis Roberts & Co. LPL Brands Inc.Leucadia National Corp.Lockheed Martin Corp.McKesson Corp.Mead Johnson Nutrition Co.Mercury General Corp.MetLife Inc.Microsoft Corp.Minerals Technologies Inc.Mondelez International Inc.Monotype Imaging Holdings Inc.Movado Group Inc.MWI Veterinary Supply Inc.NCI Building Systems Inc.Norfolk Southern Co.Nucor Corp.Occidental Petroleum Corp.Owens-Illinois Inc.PepsiCo Inc.Perry Ellis International Inc.Pinnacle Foods Inc.Piper Jaffray Co.Potbelly Corp.Primo Water Corp.PVH Corp.Quest Diagnostics Inc.Salesforce.com Inc.Skullcandy Inc.Sonoco Products Co.Southern Co.Sprint Corp.SPS Commerce Inc.SPX Corp.Stein Mart Inc.Tibco Software Inc.Timken Co.Total System Services Inc.Tractor Supply Co.Travelers Companies Inc.Universal Forest Products Inc.Vapor Corp.Vonage Holdings Corp.West Pharmaceutical Services Inc.Wet Seal Inc.Whirlpool Corp.Williams Companies Inc.Yelp Inc.Zebra Technologies Corp.Zoetis Inc.Zulily Inc.

Company IndexZEBRA TECHNOLOGIES CORP.

Lincolnshire, IL


Frank Modruson

Bio Notes: He retired in 2014 as chief information officer of Accenture, a role he held since 2003. He has had a 26-year career at Ac-centure. Also is a director of Taleris, a joint venture between Accenture and GE Aviation. Age 54.

Zebra is engaged in specialty digital printing and identification solutions. Revenues are $1 billion.

ZOETIS INC.Florham Park, NJ


Willie ReedDean of the College of Veterinary Medicine

purdue uNiversityWest Lafayette, IN

Bio Notes: In present position since 2007. He has more than 30 years of experience in animal health and veterinary medicine.

Zoetis is an animal health company that was spun off from Pfizer Inc. in 2013. Revenues are $5 billion.

ZULILY INC.Seattle, WA


John GeschkeGeneral Counsel

ZeNdeskSan Francisco, CA

Bio Notes: Prior to joining Zendesk in 2012 he was general counsel for Nor-west Venture Partners, a venture capital and growth equity firm. He also prac-ticed law for nearly 14 years and became partner at Cooley LLP.

Zulily is a website for selling children’s cloth-ing and accessories. Revenues are $696 million. Zendesk provides software for customer service departments and help desks.



SPONSORED BY

Linda Adamany, Leucadia National Corp.Daniel Akerson, Lockheed Martin Corp.George Ball, NCI Building Systems Inc.Mark Barrenechea, Dicks Sporting Goods Inc.Scott D. Baskin, American Vanguard Corp.Tracey Belcourt, FTD Companies Inc.Jean S. Blackwell, Celanese Corp.Dianne Neal Blixt, Ameriprise Financial Inc.Edward D. Breen, Comcast Corp.Peter Bridgman, Movado Group Inc.Jay Brown, Skullcandy Inc.Terry Burman, Abercrombie & Fitch Co.Stephanie Burns, Kellogg Co.Brent Callinicos, PVH Corp.Patrick Campbell, SPX Corp.Susan Cates, Primo Water Corp.Terrence Checki, Hess Corp.Marcelo Claure, Sprint Corp.N. Anthony Coles, McKesson Corp.Pamela Daley, BlackRock Inc.Richard J. Daly, ADT Corp.Robert J. Dennis, HCA Holdings Inc.Nancy-Ann DeParle, HCA Holdings Inc.Amy DiGeso, Ameriprise Financial Inc.Susan Docherty, Brink’s Co.David Drummond, Kohlberg Kravis

Roberts & Co. LPMark Durcan, MWI Veterinary Supply Inc.Geraldine Elliott, Bed Bath & Beyond Inc.,

Whirlpool Corp.James Ellis, Mercury General Corp.Rona Fairhead, PepsiCo Inc.Nicholas C. Fanandakis, FTI Consulting Inc.David R. Fitzjohn, Bloomin’ Brands Inc.Eugene Flood Jr., Janus Capital Group Inc.

Gay Warren Gaddis, Monotype Imaging Holdings Inc.

John Geschke, Zulily Inc.Dan Ginsberg, Potbelly Corp.Michael P. Gregoire, Automatic Data

Processing Inc.Michael Grobstein, Mead Johnson Nutrition Co.Catherine Halligan, Flir Systems Inc.James Havel, Enterprise Financial Services Corp.Gregory J. Hayes, Nucor Corp.Sean P. Hegarty, 1-800-Flowers.com Inc.Linda Hudson, Southern Co.Kay Bailey Hutchinson, CVSL Inc.William M. Isaac, Total System Services Inc.Timothy Jahnke, Kimball International Inc.Pradeep Jotwani, ACCO Brands Corp.Carolyn Katz, Vonage Holdings Corp.Ryan Kavanaugh, Vapor Corp.Candace Kendle, Emerson Electric Co.Monte Koch, Choice Hotels International Inc.Hilarie Koplow-McAdams, Informatica Corp.Don R. Kornstein, Caesars Acquisition Co.Andreas Kramvis, AptarGroup Inc.Myla Lai-Goldman, West Pharmaceutical

Services Inc.Mark LaNeve, Entercom Communications Corp.Barbara Lang, Cardinal Financial Corp.Nancy Lublin, Wet Seal Inc.Edward Ludwig, Boston Scientific Corp.Timothy Main, Quest Diagnostics Inc.Eric Mandelblatt, Williams Companies Inc.Heidi Manheimer, Herman Miller Inc.Christopher Mapes, Timken Co.Arthur C. Martinez, Abercrombie & Fitch Co.Connie McDaniel, Total System Services Inc.

Blythe J. McGarvie, Sonoco Products Co.Deborah Doyle McWhinney, Fluor Corp.Siddharth N. Mehta, Allstate Corp.Robert Merritt, Ignite Restaurant Group Inc.Barry M. Meyer, Activision Blizzard Inc.Amy E. Miles, Norfolk Southern Co.Thomas L. Millner, Best Buy Co. Inc.Donna M. Milrod, Cabela’s Inc.Frank Modruson, Zebra Technologies Corp.La June Montgomery Tabron, Kellogg Co.Michael J. Morell, Goodyear Tire & Rubber Co.Mason Morfit, Microsoft Corp.Denise Morrison, MetLife Inc.Mariam Naficy, Yelp Inc.David W. Nelms, CDW Corp.Amy Nelson, Apache Corp.Jane Nielsen, Pinnacle Foods Inc.Steven Oakland, Foot Locker Inc.Peter Oppenheimer, Goldman Sachs

Group Inc.A. Robert Outlaw, Computer Programs &

Systems Inc.Demos Parneros, KeyCorpNelson Peltz, Mondelez International Inc.Charles R. Perrin, Abercrombie & Fitch Co.Colin Powell, Salesforce.com Inc.Michael Pulli, Itron Inc.Thomas J. Reddin, Deluxe Corp.Willie Reed, Zoetis Inc.Ed Rensi, Famous Dave’s of America Inc.John B. Replogle, Cree Inc.Julie Richardson, Hartford Financial Services

Group Inc.Carol L. Roberts, Alcoa Inc.Edward Rosenfeld, PVH Corp.Adam Rothstein, Wet Seal Inc.Jack Rowe, HCA Holdings Inc.Philip T. Ruegger III, Travelers Companies Inc.Vicki Sato, BorgWarner 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.Mike Smerklo, SPS Commerce Inc.William G. Stanley, American Realty Capital

Properties Inc.Cathy Stauffer, Flir Systems Inc.Stephen D. Steinour, L Brands Inc.Burton M. Tansky, Stein Mart Inc.Scott Taylor, Piper Jaffray Co.Henri Termeer, Allergan Inc.Mary Tuuk, Universal Forest Products Inc.Deena Varshavskaya, Wet Seal Inc.Peggy Vaughan, MetLife Inc.Suzanne Vautrinot, Ecolab Inc.Elisse Walter, Occidental Petroleum Corp.Mark Weikel, Tractor Supply Co.David West, Tibco SoftwareCarol Williams, Owens-Illinois Inc.Alexandra Wilson, Perry Ellis International Inc.Donald C. Winter, Minerals Technologies Inc.Phyllis M. Wise, First Busey Corp.

Director Index

The Directors Roster is a detailed record of executives added to corporate boards . The Roster covers a three-month period prior to the publication of each edition of Directors & BoarDs. It includes companies of all sizes, from billion-dollar blue chips to smaller growth ven-tures, that have elected new outside directors .

The Roster is organized alphabetically by the company adding the new director(s) . In-cluded in each Roster entry are a biographical note on each director and a description of the businesses of both the company adding the new director and of the director’s company . (Schools, universities, hospitals, etc ., are not

described .) For public companies, to give a sense of the size and scope of the enterprise, we also include revenues (or, in some cases, assets for financial institutions) . The compa-nies and directors spotlighted in the published roster are only a sample of those included in the online roster .

We welcome your announce ments of newly elected corporate directors, and your inquiries on any matters related to the Directors Roster . E-mail: jkristie@directors andboards .com .

— James Kristie

The Directors Roster

directors rosterberwyn, pa bio notes: he founded stanley-laman in 1997. since 2004 he has also...

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