"Why Boards Matter: Building and Developing a World Class Board of Directors

"Why Boards Matter: Building and Developing a World Class Board of DirectorsJames M. CitrinLeader CEO PracticeSpencer Stuart 1

INTRODUCTION

This presentation was done in connection with the program, Why Boards Matter: Building and Developing a World Class Board of Directors, co-hosted by Spencer Stuart and Kleiner, Perkins, Caufield and Byers. To set the stage we reviewed:Spencer Stuarts strategic partnership with Kleiner Perkins Our Board Practices market leading presence Approximately 700 director searches globally 42 percent of Fortune 100 One-half of assignments were for companies under $1 billion in revenue State-of-the-art governance expertise and thought leadership2

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INPUT FOR THIS PRESENTATION

30 years SURVEYMONKEY SURVEY

Boards Interested Executives 42

S&P 500 Board Demographics Trends SPENCER STUART BOARD INDEX

3SPENCER STUART U.S. TECHNOLOGY BOARD INDEX4 years Top 200 U.S. Tech CompaniesBoard Demographics Trends

WHAT ARE BOARDS LOOKING FOR?4

ADDED NEW DIRECTORS IN 2015S&P 500 AND U.S. TECH BOARD INDEXS&P 5005TECH BOARD INDEX

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BACKGROUND AND EXPERTISE OF ADDED BOARD MEMBERS IN 2015S&P 5006

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NEW DIRECTOR BACKGROUND WISH LISTS&P 5007

8S&P 500 NEW DIRECTOR BACKGROUND WISH LIST COMPARED TO BOARDS INTERESTED CEOS

SNAPSHOT OF BOARDS INTERESTED EXECUTIVESEXPERIENCEINTERESTS/GOALS9

THE VALUE OF BOARD EXPERIENCE10

MARKET CONTEXT:S&P 500 CEO TRANSITIONS2004-2015

INTERNAL APPOINTMENTSIncreased from 59% in 2004 to 82% in 201511*Other includes: From Board, Former Executive, Insider-Outsider

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FIRST-TIME CEOS WITH PUBLIC COMPANY BOARD EXPERIENCE2012-2015INTERNAL FIRST-TIME CEOSEXTERNAL FIRST-TIME CEOS12

LETS TALK ABOUT DIVERSITY13

MINORITIES AS A PERCENTAGE OF DIRECTORS TOP-200 BOARDS IN THE S&P 50014

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FEMALE REPRESENTATION ON BOARDS S&P 500 AND U.S. TECH BOARD INDEXIn the S&P 500 female and male CEOs have different board compositions28% of directors are women at companies with a female CEO

19% of directors are women at companies with a male CEO

Technology company boards with at least one female director increased from 72% in 2014 to 75% in 2015

Technology boards significantly trail the S&P 500 in female representation; 97% of S&P 500 boards have at least one female director Women represent 14% of the total number of directors on technology boards versus 19.8% of S&P 500 directors 15

"Why Boards Matter: Building and Developing a World Class Board of Directors16