2012 DIRECTOR COMPENSATION STUDY

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1 2012 DIRECTOR COMPENSATION STUDY

2 FORWARD Dear Clients, Colleagues & Friends, We are pleased to present the 2012 Director Study, a review of compensation programs and pay levels among the 200 largest public companies based in the United States. In 2011, compensation for the average director reached a median of $250,000 last year, an increase of +4% over We continue to observe the evolution of director compensation programs away from paying individual meeting fees to simpler retainer-only programs. While these retaineronly plans are easier from an administrative point of view, they are not for everyone. Nearly one-third of companies continue to pay fees for meeting attendance. We also note the change to a retainer-only program generally coincides with an increase in total compensation as the increases to the annual retainers exceed the meeting fees they replace. Our study also found increased prevalence in corporate governance best practices such as independent leadership on the board and share ownership guidelines for directors. Nearly all companies studied (97%) have some form of independent board leadership, either a non-executive chairperson, a lead or a presiding director. Likewise, some form of ownership or retention guideline was disclosed by 89% of companies studied. The median dollar value of these director share ownership guidelines equaled $375,000 in We invite you to review the study and share it with your colleagues. Should you have any questions or comments while reviewing this information, we hope you won t hesitate to continue the dialogue by contacting us. Regards, Steven Hall & Partners Steven Hall & Partners Page 1

3 CONTENTS Executive Summary... 3 Study Sample... 4 Criteria for Selecting Companies... 4 Financials... 4 Industries... 5 Determining Director... 6 Components of Director Reviewed... 6 Explanation of Key Terms... 6 Calculating Equity Values... 7 Summary Statistics... 7 Historical Data... 7 Straw Directors... 8 Total... 9 Cash Equity Equity Vehicles Utilized Equity Denominations Shares Versus Cash Vesting Board Meeting Committee Committee Chair Total Additional Committee Member Total Additional Committee Chair s Committee Member s Number of Committee Meetings Committee Meeting Pay Mix Cash versus Equity Mix Board Leadership Board Leadership Structures Non-Executive Chairperson Additional Lead and Presiding Director Additional Share Ownership and Retention Guidelines Appendix A Appendix B Total, Top 200 Companies, Total by Revenue Total by Industry Steven Hall & Partners Page 2

4 EXECUTIVE SUMMARY Steven Hall & Partners recently completed the seventh annual study of compensation paid to non-employee directors at the 200 largest companies in the United States. Based on this study, we find that in 2011: TOTAL COMPENSATION paid to non-employee directors rose +4% over 2010 levels, to a median of $250,000. This increase exceeds the average merit increases of 3% for executives over the same period. EQUITY COMPENSATION is delivered predominantly in full value shares while the prevalence of options continues to sink, reaching the lowest level observed since the inception of the Steven Hall & Partners study. EQUITY VESTING PERIODS continue to be short, with the majority of awards vesting either immediately or within one year of the grant date. MEETING FEES continue to decline in prevalence for both board and committee service, to 31% and 34% respectively, as companies seek greater control over total compensation levels and replace these fees with increases in retainers. For both board and committee service, the median per meeting fee was $2,000. COMMITTEE CHAIRS for each the Audit, and Nominating/Governance committees receive additional fees at 95% of the companies studied. Only 1% of the companies studied did not pay additional fees, the remainder paid at least one committee chair additional fees. The value of additional chair fees has remained largely unchanged over the past five years. Median COMMITTEE CHAIR RETAINERS for the Audit, and Nominating/Governance equaled $20,000, $15,000 and $12,500, respectively. COMMITTEE MEMBERS for each the Audit, and Nominating/Governance committees receive additional fees at 46% of the companies studied. 39% of the companies studied did not pay any additional fees to committee members, the remainder paid additional fees to members of at least one committee. The value of additional member fees has remained unchanged over the past five years. PAY MIX for non-employee directors has remained relatively unchanged since Directors continue to receive just over half of their total compensation in the form of equity (53% in 2011), in accordance with governance best practices. BOARD LEADERSHIP STRUCTURES include an independent leader, in the form of an independent chair and/or a lead or presiding director, at 97% of companies studied. Lead/presiding directors are found at 83% of companies studied. SHARE OWNERSHIP GUIDELINES continue to rise in prevalence, with 89% of companies disclosing the existence of such guidelines in Among those companies with guidelines, 55% are valued at a multiple of five times or greater the cash retainer. Steven Hall & Partners Page 3

5 STUDY SAMPLE Criteria for Selecting Companies This study examined compensation paid to non-employee directors at the 200 public companies with the largest revenues for the most recent fiscal year (fiscal 2011), which were also incorporated in the United States and publicly traded on United States-based securities exchanges (the Top 200 Companies or Top 200 ). Financials Among the Top 200 Companies, revenues ranged from $12 billion to $447 billion, with a median revenue of $26 billion. The largest number of companies, 28%, fell in the $15 billion to $25 billion range, followed by 27% in the $25 billion to $50 billion range. $50B - $100B 15% > $100B 11% < $15B 19% $25B - $50B 27% $15B - $25B 28% Net income for the Top 200 Companies ranged from -$4 billion to $41 billion with a median of approximately $2 billion. Median one-year total shareholder return (TSR) as of December 31, 2011 was +2%, while median three-year and five-year TSR were +15% and +1%, respectively. ($ Millions) Total Shareholder Return at 12/31/2011 Revenue Net Income 1-Year 3-Year 5-Year Average $44,420 $3, % +17 % +0 % 25th Percentile 16, Median $26,263 $1, % +15 % +1 % 75th Percentile 49,336 3, Steven Hall & Partners Page 4

6 Industries STUDY SAMPLE The Top 200 Companies represented a broad range of industries, with consumer discretionary companies comprising the largest portion of the population (18%). The complete industry breakdown was as follows: Materials 4% Telecomm. Services 3% Information Technology 10% Industrials 15% Utilities 7% Consumer Discretionary 18% Consumer Staples 12% Energy 10% Health Care 10% Financials 11% Number of % of Median ($ Millions) Industry Companies Total Revenue Net Income 1-Yr. TSR Consumer Discretionary 36 18% $23,660 $1,312 +5% Consumer Staples 25 12% 36,100 1, % Energy 19 10% 29,927 1,994 +3% Financials 23 11% 32,654 3,147-11% Health Care 21 10% 36,832 2, % Industrials 30 15% 24,540 2,050-6% Information Technology 19 10% 36,329 3,492-5% Materials 8 4% 22,916 1,218-10% Telecommunication Services 5 3% 33, % Utilities 14 7% 14,881 1, % Steven Hall & Partners Page 5

7 Determining Director METHODOLOGY The non-employee director compensation data used in this study was derived from proxy statements filed between June 1, 2011 and May 31, 2012 for each of the Top 200 Companies. Components of Director Reviewed Total compensation paid to directors consists of the following components: Cash Equity Board Meeting Board Pay Committee Total Explanation of Key Terms Cash : Annual cash payment made to directors for board service. Equity : Annual equity grants made to directors for board service. May be delivered in a variety of one or more vehicles, depending on the company. Common Stock Shares issued immediately with no restrictions. Deferred Stock Settlement of shares will be deferred to a later, pre-designated date. Shares may be issued with or without vesting restrictions on date of grant. Restricted Stock Shares are restricted and have specific vesting requirements that must be met before restrictions lapse. Stock Options Gives directors the option to purchase common stock at specified option price. Typically contain vesting requirements that must be met before options may be exercised. Board Meeting : Payments made on a per meeting basis for attendance at board meetings. Represents fees paid per board meeting multiplied by number of board meetings disclosed in the proxy. All meetings are assumed to be attended in person. Board Pay: The sum of Cash, Equity, and Board Meeting. Committee : Additional compensation paid to directors for service on a committee of the board of directors, either as a member or chairperson. Includes any additional annual cash or equity retainers and meeting fees paid on a per meeting basis, multiplied by the actual number of committee meetings as disclosed in the proxy. Total : The sum of Board Pay and Committee. Steven Hall & Partners Page 6

8 Calculating Equity Values Equity awards denominated as a cash amount have been valued as disclosed. METHODOLOGY In 2010 and 2011, full-value awards denominated as shares have been valued using the closing price on the date of grant multiplied by the number of shares granted and option awards denominated as a number of underlying shares have been valued using a Black- Scholes calculation specific to each company at the date of grant. Prior to 2010, full value and option awards denominated in shares were valued as of an assumed grant date of June 30 th of each year. Summary Statistics Unless otherwise stated, all references to market practices or pay levels refer to median data. Historical Data Steven Hall & Partners has collected non-employee director compensation data since Although we have used a consistent methodology over this period, and have selected companies in the study group in the same manner, the companies included in the study vary each year. Therefore, references to data from previous years do not reflect the same group of companies studied in Additionally, these changes in underlying data sets sometimes result in statistical anomalies on a year over year basis. The Top 200 Companies in 2011 are provided in the Appendix A. To provide historical context for the 2011 data, and to facilitate evaluations of changes in director compensation programs over one-, three- and five-year periods, we have presented comparable information from prior years. Additional details regarding historical data are also provided for reference in Appendix B. Steven Hall & Partners Page 7

9 Straw Directors METHODOLOGY To facilitate comparisons between the Top 200 Companies, we have created several hypothetical straw directors. Straw Director Description of Roles Definition of Audit Committee Chair Committee Chair Nominating/Governance Committee Chair Non-Chair Average Director Director is chair of audit and member of one other committee. Director is chair of compensation and member of one other committee. Director is chair of nominating/governance and member of one other committee. Director is a member of two committees and chair of none. Director is a chair of one committee and a member of one committee. Board pay plus committee fees. Committee fees reflect the fees paid to the chair of the respective committee plus the average compensation paid to members of the remaining two committees. Board pay plus committee fees. Committee fees reflect the average pay for audit, compensation and nominating/governance members multiplied by two. Board pay plus committee fees. Committee fees reflect the average pay for audit, compensation, and nominating/governance committee chairs plus the average compensation paid to members of those committees. Steven Hall & Partners Page 8

10 TOTAL COMPENSATION Cash Equity Board Meeting Board Pay Committee Total Among the Top 200 Companies, median Total for the Average Director reached $250,000 in This represents an increase of +4% over 2010 levels and +22% since Growth levels were relatively constant across all straw positions studied. Over this same five-year period, according to both our observations and recently published studies on the matter, directors have experienced significant increases in workloads, becoming even more engaged in critical corporate governance issues such as successful passage of Say on Pay ballot initiatives. Changes in Median Total Values, Audit Chair $255,000 (+4% vs. 2010) Chair $250,000 (+4% ) Nominating/ Governance Chair $248,500 (+4%) Non-Chair $235,000 (+4%) Average Director $250,000 (+4%) $175,000 $200,000 $225,000 $250,000 $275,000 Steven Hall & Partners Page 9

11 TOTAL COMPENSATION Cash Equity Board Meeting Board Pay Committee Total Among the Top 200 Companies, revenue remains an important predictor of director compensation, as smaller companies generally pay less than their larger counterparts. However, over the past five years, compensation increases have been greatest among the smaller companies in the study; average director compensation levels rose 30% for companies with revenues of less than $15 billion, while the largest companies in the study, those with revenues of greater than $100 billion, rose 12% over the same five-year period. Median - Average Director Growth Revenue Yr. 3 Yr. 1 Yr. < $15 Billion $179,087 $223,167 $224,333 $232, % +4% +4% $15-$25 Billion 187, , , , % +12% +2% $25-$50 Billion 231, , , , % +7% +1% $50-$100 Billion 224, , , , % +7% -0% > $100 Billion 243, , , , % +2% +10% Among the different industries included in the study, consumer staples, energy and utility companies experienced the greatest increases over the past five years, with growth rates of 33%, 30% and 28% respectively. Median - Average Director Growth Industry Yr. 3 Yr. 1 Yr. Consumer Discretionary $200,667 $213,327 $233,333 $238, % +12% +2% Consumer Staples 184, , , , % +4% +1% Energy 230, , , , % +11% +7% Financials 231, , , , % +9% +5% Health Care 225, , , , % +8% +0% Industrials 204, , , , % +10% +6% Information Technology 229, , , , % +16% +6% Materials 193, , , , % +7% +3% Telecommunication Services 239, , , ,000 +5% +2% +0% Utilities 167, , , , % +0% +4% For historical data by industry and revenue, please see Appendix B Steven Hall & Partners Page 10

12 CASH RETAINER Cash Equity Board Meeting Board Pay Committee Total Among the Top 200 Companies, the median Cash for board service was $80,000 in 2011, representing a +7% increase over 2010 and a +33% increase since These increases have occurred concurrently with an observed trend away from the payment of meeting fees. In our experience, when eliminating meeting fees, many companies simultaneously increase annual retainers, both cash and equity. Payment of Cash s remains nearly universal; these fees were paid at 98% of the Top 200 Companies in Median Cash Values and Prevalence, $90, % $80,000 95% $70,000 90% $60,000 85% $50, $60,000 $72,500 $75,000 $80,000 Prevalence 98% 97% 98% 98% 80% Steven Hall & Partners Page 11

13 EQUITY RETAINER Cash Equity Board Meeting Board Pay Committee Total Among the Top 200 Companies, the median value of Equity s for board service was $130,000 in 2011, representing an increase of +4% over 2010 levels and a +30% increase over 2006 levels. Equity s were as prevalent as Cash s in 2011, with 98% of companies granting some form of equity for board service. Median Equity Values and Prevalence, $150, % $135,000 95% $120,000 90% $105,000 85% $90, $100,000 $120,000 $125,000 $130,000 Prevalence 96% 96% 96% 98% 80% Steven Hall & Partners Page 12

14 EQUITY RETAINER Cash Equity Board Meeting Board Pay Committee Total Equity Vehicles Utilized The Top 200 Companies have made notable changes to the nature of equity awarded to directors. Over the past five years, stock option awards to directors have continued to decline in prevalence while full value awards have become ubiquitous. Among the Top 200 Companies that paid Equity s in 2011, 84% granted only full value awards, 12% granted both options and full value shares, and just 4% granted only options. This trend away from options is reflective of the continued belief among those in the corporate governance community that directors should be owners of the company, rather than optionees. Equity Grant Practices, % 12% 4% % 14% 5% % 22% 8% % 25% 12% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Full Value Awards Only Both Options Only Note: This chart reflects prevalence of grant practices among those companies in the Top 200 making equity awards. Steven Hall & Partners Page 13

15 EQUITY RETAINER Cash Equity Board Meeting Board Pay Committee Total Equity Vehicles Utilized Companies in the Top 200 utilize a variety of vehicles, and sometimes utilize multiple vehicles in the same program. Deferred stock awards have historically been the most prevalent full value equity vehicle granted. In 2011, 49% of the Top 200 Companies paying Equity s made an award of deferred stock, up from 46% in 2010 and 43% in These awards are followed in prevalence by restricted stock and common stock awards, which were granted by 34% and 14%, respectively, of the Top 200 Companies paying Equity s in % Prevalence of Equity Vehicles, % 30% 20% 10% 0% Common Stock Deferred Stock Restricted Stock Stock Options % 43% 29% 36% % 40% 41% 30% % 46% 35% 19% % 49% 34% 16% Note: This chart reflects the prevalence of each equity vehicle among those companies in the Top 200 granting equity. Because some companies grant more than one type of award, these statistics are not additive, and do not tie to data presented on the prior page 13. Steven Hall & Partners Page 14

16 EQUITY RETAINER Cash Equity Board Meeting Board Pay Committee Total Equity Denominations Shares Versus Cash The practice of denominating Equity s in dollars as opposed to shares continued to become more prevalent in Out of the Top 200 Companies paying Equity s, 83% denominated equity awards only as a cash value while just 15% denominated awards solely in a fixed number of shares and a small minority of companies (2%) denominated awards in both shares and cash. By comparison, in 2006, 61% of companies paying Equity s granted an equity award expressed only as a cash value. This increased emphasis on defining equity awards as a cash value reflects a preference to more tightly control director pay levels and to ensure that pay remains at desired marketplace positioning despite of fluctuations in stock price. Share vs. Cash Targets, % 15% 2% % 20% 3% % 6% 26% % 11% 28% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Cash Both Shares Steven Hall & Partners Page 15

17 EQUITY RETAINER Cash Equity Board Meeting Board Pay Committee Total Vesting Regardless of the vehicles utilized, most awards granted to directors today vest either immediately or within one year, reflecting governance considerations that extended equity vesting should not tie directors to boards they wish to leave. However, a notable and consistent minority of companies continue to grant equity awards which vest ratably over the director s three year term. Among the Top 200 Companies, the most prevalent practice in 2011 was to grant equity awards which were immediately vested on the date of grant. This has been the most prevalent vesting schedule since 2006, when 53% of all equity awards vested immediately at grant. However, it should be noted that these values may include deferred shares, which may be fully vested on the date of grant but will not be delivered until a later point in time. This was common amongst deferred stock awards with mandatory deferral until retirement provisions. Equity Vesting Schedule Prevalence, % 30% 22% % 27% 22% % 24% 19% % 22% 25% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Immediate One-Year Multi-Year Steven Hall & Partners Page 16

18 EQUITY RETAINER Cash Equity Board Meeting Board Pay Committee Total Vesting Of awards granted with multi-year vesting schedules, step vesting (vesting awards in multiple tranches) was the predominant practice, observed for 69% of 2011 awards; this was more than twice as prevalent as multi-year cliff vesting schedules (in which awards vest in a single tranche), found for only 31% of 2011 awards. Multi-Year Vesting Type Prevalence, % 31% % 27% % 28% % 34% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Step Cliff Steven Hall & Partners Page 17

19 BOARD MEETING FEES Cash Equity Board Meeting Board Pay Committee Total Among the Top 200 Companies which pay Board Meeting, the median fee for attendance at a board meeting has remained fixed at $2,000 per meeting for the past five years. However, prevalence of companies paying meeting fees has declined sharply over the same period, from 48% to 31%. The data corroborates what we have experienced first-hand: companies are eliminating meeting fees and increasing cash and equity retainers. This shift provides several benefits to companies, including an easier administrative process, as well as greater predictability regarding fees. While the median number of board meetings has remained constant at eight meetings for the past five years, it should be noted that a shift away from meeting fees may not be right for all companies. We have long cautioned that companies with unpredictable workloads may fare better under a program that continues to pay meeting fees. Board Meeting, Median Values and Prevalence, $2, % $2,000 80% $1,500 60% $1,000 40% $500 20% $ Pay $2,000 $2,000 $2,000 $2,000 Prevalence 48% 39% 32% 31% 0% Steven Hall & Partners Page 18

20 COMMITTEE FEES Cash Equity Board Meeting Board Pay Committee Total Committee Chair Total Additional Most companies provide some form of additional compensation to directors serving as chairperson of a committee. This additional compensation is typically delivered in the form of an additional retainer or fees for meeting attendance, or a combination of the two. In 2011, additional fees for service as the chair of the audit committee were nearly universal among the Top 200 Companies (99% paid them), while chairs of the compensation and nominating/governance committees received additional fees at 96% and 94% of companies, respectively. Among companies paying additional fees, at median, audit chairs received an additional $25,000, compensation committee chairs received an additional $18,000. and nominating/governance chairs received an additional $15,000. Committee Chair Additional, Median Values and Prevalence, $30, % $22,500 95% Prevalence $15,000 90% $7, % Audit Chair Chair Nominating/Governance Chair Steven Hall & Partners Page 19

21 COMMITTEE FEES Cash Equity Board Meeting Board Pay Committee Total Committee Member Total Additional In contrast to committee chairs, committee members are far less likely to receive additional fees for their service. Committee members for each the Audit, and Nominating/Governance committees receive additional fees at 46% of the companies studied. 39% of the companies studied did not pay any additional fees to committee members, the remainder paid additional fees to members of at least one committee. While prevalence of additional fees for committee chairs has increased over the last five years, we have observed a downward prevalence trend for committee members over the same period. We attribute this shift to the elimination of committee meeting fees. We find that companies are far more likely to increase the board cash and equity retainers instead of implementing a committee member annual retainer when meeting fees are eliminated. Among companies providing additional fees for committee members, the median total additional compensation was $15,000 for audit committee members, $10,000 for compensation committee members, and $8,000 for nominating/governance committee members. Committee Member Additional, Median Values and Prevalence, $18,000 80% $13,500 60% Prevalence $9,000 40% $4, % Audit Member Member Nominating/Governance Member Steven Hall & Partners Page 20

22 COMMITTEE FEES Cash Equity Board Meeting Board Pay Committee Total Committee Chair s At median, audit committee chairs continue to receive the highest committee retainers, at $20,000, consistent with levels observed since committee chairs have seen a growth in their additional retainer over the past several years, increasing from a median of $10,000 in 2006 to $15,000 in 2011 as workloads for this committee have increased. Nominating/governance committee chair retainers also experienced a modest increase for the first time in the past year (from $10,000 to $12,000 at median), although these fees remain below those paid to their audit and compensation committee colleagues. While payment of additional retainers for committee chairmanships has been a majority practice for quite some time, prevalence of these retainers has risen steadily since Committee Chair s, Median Values and Prevalence, $25, % $20,000 95% $15,000 90% Prevalence $10,000 85% $5, % Audit Chair Chair Nominating/Governance Chair Steven Hall & Partners Page 21

23 COMMITTEE FEES Cash Equity Board Meeting Board Pay Committee Total Committee Member s Additional retainers for committee members are far less prevalent than those for committee chairs. Audit committee members are most likely to receive additional retainers with 37% of Top 200 Companies paying such retainers. committee members were paid annual retainers at 22% of companies studied while nominating/governance committee members received additional retainers at just 19% of the Top 200. Committee Member s, Median Values and Prevalence, $12, % $10,000 75% $8,000 50% $6,000 25% $4, Audit Member Member Nominating/Governance Prevalence Member 0% Number of Committee Meetings The median number of committee meetings has remained relatively constant since 2006 for each of the three committees studied. In 2011, audit committees had the highest number of meetings with eight, followed by compensation committees with six and nominating/governance committees with five. Steven Hall & Partners Page 22

24 COMMITTEE FEES Cash Equity Board Meeting Board Pay Committee Total Committee Meeting Committee meeting fees continued to decline in prevalence in This year, roughly one-third of Top 200 Companies paid committee meeting fees (34% for audit and compensation, and 33% for nominating/governance). Among companies paying committee meeting fees the median committee meeting fee in 2011 was $2,000 for all committees. While audit committee meeting fees have held steady at this level since 2006, this represents an increase in the median fees for both compensation and nominating/governance committees. We suspect that this new conformity is likely a reflection of the rising relative importance of work done in compensation and nominating/governance committees, particularly in this environment of annual Say on Pay votes and heightened focus on corporate governance matters. Finally, additional meeting fees paid just to committee chairs over and above those already paid to committee members have become virtually obsolete among the Top 200 Companies. In 2011, only two companies in the study paid such fees. Committee Member Meeting, Median Values and Prevalence, $2,500 75% $2,000 60% $1,500 45% $1, % Audit Member Member Nominating/Governance Prevalence Member Steven Hall & Partners Page 23

25 Cash versus Equity Mix PAY MIX Pay mix for directors has remained relatively unchanged since Directors continue to receive just over half of their total compensation in the form of equity. These levels are consistent with the widely accepted best practice mandating that at least half of a director s compensation should be delivered in equity. Average Director Pay Mix, Cash vs. Equity, % 53% % 53% % 53% % 51% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Cash Equity Steven Hall & Partners Page 24

26 Board Leadership Structures BOARD LEADERSHIP As indication of the increasing importance of independent leadership on the board, 97% of the Top 200 Companies in 2011 had an independent director in a position of leadership, either as an independent chairperson or as a lead or presiding director. However, despite concerted efforts on the part of some governance advocates to split the chair and CEO roles, two-thirds of companies in the Top 200 continue to combine these roles. Indeed, while anecdotal evidence suggests that newly appointed CEOs are less likely to be given the chair position at the time of appointment, we find that they are likely to assume the additional role over time, once they have successfully demonstrated their ability to handle the job over the longer term. Board Leadership Prevalence, 2011 Non-Exec. COB 20% Exec. COB 80% Independent 15% Non-Ind. 5% CEO 67% Non-CEO 13% Lead 1% No Lead 14% Lead 4% No Lead 1% Lead 66% No Lead 1% Lead 12% No Lead 1% 97% of companies studied have some form of independent leadership Note: For purposes of this chart, the lead director designation includes presiding directors. Steven Hall & Partners Page 25

27 Non-Executive Chairperson Additional BOARD LEADERSHIP At median, the total additional compensation paid to non-executive chairmen was $200,000 in This represents an increase of $20,250, or +11%, at the median level from 2010 to Compared to more modest increases in Total paid to board members, these increases highlight the growing importance of roles being assumed by independent board leaders, who are now regularly called upon to serve as the public face of the board in outreach efforts, particularly on pay and governance issues. Of the companies with a non-executive chair, 80% paid their chair some form of additional compensation in Most companies chose to pay this additional compensation in either cash or equity, but not both. The largest portion of companies, 45%, paid additional retainers solely in cash, while 12% paid additional awards solely in equity and 23% granted both additional cash and equity awards to their chair. These figures are largely consistent with those observed for The remaining 20% of the Top 200 Companies with a non-executive chair (a total of eight companies) did not pay that chair any additional compensation in Among these eight non-executive chairs, all but one were former employees of the company. Non-Executive Chairperson Premium, Median Values and As Percent of Average Director Total, $220,000 85% $180,000 75% $140,000 65% $100, COB Add'l Pay $127,500 $140,000 $179,750 $200,000 As % of Avg. Director Total Comp. 59% 64% 75% 81% 55% Steven Hall & Partners Page 26

28 Lead and Presiding Director Additional BOARD LEADERSHIP Median total additional compensation paid to lead and presiding directors remained unchanged from 2010 levels, at $25,000, or 10% of Total for the Average Director. In 2011, 65% of the Top 200 Companies with a lead or presiding director paid additional compensation for this service, increasing from 55% in Companies generally opted to deliver this additional compensation solely in the form of an additional cash retainer, 59% of companies did this, while 2% granted additional equity and 4% granted both additional cash and equity awards to their lead or presiding director. Although the prevalence of companies paying additional compensation to lead and presiding directors has increased, the value of such additional compensation has remained relatively constant since Lead and presiding directors have experienced growth in additional compensation of just $5,000, or +25%, at median over this five-year period. Lead and Presiding Director Premium, Median Values and As Percent of Average Director Total, $30,000 15% $25,000 10% $20,000 5% $15, Lead Add'l Pay $20,000 $25,000 $25,000 $25,000 As % of Avg. Director Total Comp. 10% 11% 10% 10% 0% Steven Hall & Partners Page 27

29 CORPORATE GOVERNANCE MATTERS Share Ownership and Retention Guidelines The heightened emphasis on share ownership guidelines and the desire for directors to have significant equity holdings continued to drive an increasing prevalence of share ownership guidelines among the Top 200 Companies. Over the past five years, the number of Top 200 Companies without any guidelines has dropped sharply, from 37% in 2006 to just 11% in Prevalence of Share Ownership and Retention Guidelines, % 11% % 12% % 26% % 37% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Guidelines No Guidelines Steven Hall & Partners Page 28

30 CORPORATE GOVERNANCE MATTERS Share Ownership and Retention Guidelines The requirement was most typically stipulated as a multiple of the annual board Cash (59% of companies), although a sizeable minority (18%) defined the requirement as a fixed number of shares. Share Ownership and Retention Guideline Definitions, 2011 Retention % 6% # of Shares 18% Retention Value 10% Multiple of Cash 59% Multiple of Total Remun. 4% Multiple of Equity 4% Among the 163 companies in the Top 200 with share ownership or retention guidelines for which a dollar value can be calculated, 55% disclosed guidelines which met the ISS designation of robust (five times or greater the Cash ), 37% disclosed a guideline that was at least three times, but less than five times, the value of the Cash and 8% disclosed a guideline that was less than three times the Cash. At median, the value of such guidelines as of December 31, 2011 was $375,000, with total requirements ranging from a minimum of $8,560 to a maximum of $1,310,947. Steven Hall & Partners Page 29

31 APPENDIX A 3M Co. Abbott Laboratories AES Corp. Aetna, Inc. Aflac, Inc. Alcoa Inc. Allstate Corp. Altria Group, Inc. Amazon.com, Inc. American Electric Power Co. Inc. American Express Company American International Group, Inc. AmerisourceBergen Corp. Amgen Inc. Anadarko Petroleum Corp. Apache Corp. Apple, Inc. Archer Daniels Midland Co. Arrow Electronics, Inc. AT&T, Inc. AutoNation, Inc. Avnet Inc. Baker Hughes, Inc. Bank of America Corp. Bank of New York Mellon Corp. Baxter International, Inc. Berkshire Hathaway, Inc. Best Buy Co., Inc. Boeing Co. Bristol Myers Squibb Co. Capital One Financial Corp. Cardinal Health, Inc. Caterpillar, Inc. CBS Corp. Centurylink, Inc. Chevron Corp. Chubb Corp. Cigna Corp. Cisco Systems, Inc. Citigroup, Inc. Coca-Cola Co. Colgate Palmolive Co. Comcast Corp. Community Health Systems, Inc. Computer Sciences Corp. ConAgra Foods, Inc. ConocoPhillips Consolidated Edison, Inc. Constellation Energy Group, Inc. Costco Wholesale Corp. Companies Studied Coventry Health Care, Inc. Cummins Inc. CVS Caremark Corp. Danaher Corp. Dean Foods Co. Deere & Co. Dell, Inc. Delta Air Lines, Inc. DIRECTV DISH Network Corp. Dollar General Corp. Dominion Resources, Inc. Dow Chemical Co. Duke Energy Corp. E.I. du Pont de Nemours & Co. Eaton Corp. Edison International Eli Lilly & Co. EMC Corp. Emerson Electric Co. Exelon Corp. Express Scripts Holding Co. Exxon Mobil Corp. Fedex Corp. FirstEnergy Corp. Fluor Corp. Ford Motor Co. Freeport McMoran Copper & Gold, Inc. Gap, Inc. General Dynamics Corp. General Electric Co. General Mills, Inc. General Motors Co. Genuine Parts Co. Goldman Sachs Group, Inc. Goodyear Tire & Rubber Co. Google, Inc. Halliburton Co. Hartford Financial Services Group, Inc. HCA Holdings, Inc. Hess Corp. Hewlett Packard Co. HollyFrontier Corp. Home Depot, Inc. Honeywell International, Inc. Humana, Inc. Illinois Tool Works, Inc. Ingram Micro, Inc. Intel Corp. International Business Machines Corp. Steven Hall & Partners Page 30

32 APPENDIX A Companies Studied International Paper Co. PPG Industries, Inc. INTL FCStone, Inc. PPL Corp. J.C. Penney Co. Inc. Proctor & Gamble Co. Jabil Circuit Inc. Progressive Corp. Johnson & Johnson Prudential Financial, Inc. Johnson Controls, Inc. Publix Super Markets Inc. JPMorgan Chase & Co. QUALCOMM Inc. Kellogg Co. Raytheon Co. Kimberly Clark Corp. Rite Aid Corp. Kohl's Corp. Safeway, Inc. Kraft Foods, Inc. Sears Holding Corp. Kroger Co. Smithfield Foods, Inc. L-3 Communications Holdings Inc. Southern Co. Lear Corp. Southwest Airlines Co. Lockheed Martin Corp. Sprint Nextel Corp. Loews Corp. Staples Inc. Lowe's Cos., Inc. Sunoco, Inc. Macy's, Inc. Supervalu, Inc. Manpower, Inc. Sysco Corp. Marathon Oil Corp. Target Corp. Marathon Petroleum Corp. Tech Data Corp. Marriott International, Inc. Tesoro Corp. McDonalds Corp. Texas Instruments, Inc. McKesson Corp. Time Warner Cable, Inc. Medtronic Inc. Time Warner Inc. Merck & Co., Inc. TJX Companies Inc. MetLife, Inc. Travelers Companies, Inc. Microsoft Corp. TRW Automotive Holdings Corp. Morgan Stanley Tyson Foods Inc. Motorola Mobility Holdings, Inc. Union Pacific Corp. Murphy Oil Corp. United Continental Holdings, Inc. National Oilwell Varco, Inc. United Parcel Service, Inc. Navistar International Corp. United States Steel Corp. News Corp. United Technologies Corp. Nextera Energy Inc. UnitedHealth Group, Inc. NIKE, Inc. US Airways Group, Inc. Northrop Grumman Corp. US Bancorp Nucor Corp. Valero Energy Corp. Occidental Petroleum Corp. Verizon Communications, Inc. Omnicom Group, Inc. Viacom Inc. ONEOK Inc. Walgreen Co. Oracle Corp. Wal-Mart Stores, Inc. Paccar Inc. Walt Disney Co. Parker Hannifin Corp. Waste Management, Inc. PepsiCo, Inc. WellPoint, Inc. Pfizer, Inc. Wells Fargo & Co. PG&E Corp. Whirlpool Corp. Philip Morris International Inc. World Fuel Services Corp. Plains All American Pipeline LP Xerox Corp. PNC Financial Services Group, Inc. YUM! Brands, Inc. Steven Hall & Partners Page 31

33 APPENDIX B Total, Top 200 Companies, Total Audit Comp Gov Non- Avg. Chair Chair Chair Chair Director Average $262,852 $257,861 $253,428 $241,397 $257,431 25th Percentile 231, , , , ,917 Median $255,000 $250,000 $248,500 $235,000 $250,000 75th Percentile 280, , , , , Average $249,828 $244,290 $242,595 $230,527 $244,948 25th Percentile 219, , , , ,333 Median $245,000 $239,974 $240,000 $225,000 $240,417 75th Percentile 275, , , , , Average $246,329 $240,303 $236,836 $226,936 $240,646 25th Percentile 200, , , , ,167 Median $238,000 $231,323 $229,250 $220,000 $233,333 75th Percentile 265, , , , , Average $221,041 $214,127 $213,543 $204,916 $215,782 25th Percentile 179, , , , ,333 Median $210,000 $205,000 $202,550 $194,333 $205,567 75th Percentile 248, , , , ,665 Steven Hall & Partners Page 32

34 Total by Revenue APPENDIX B Median Median Total Number Revenue Audit Comp Gov Non- Avg. Revenue of Cos. ($ Millions) Chair Chair Chair Chair Director < $15 Billion 39 $13,758 $236,500 $230,028 $228,764 $216,094 $232,761 $15-$25 Billion 57 18, , , , , ,833 $25-$50 Billion 54 34, , , , , ,333 $50-$100 Billion 29 67, , , , , ,333 > $100 Billion , , , , , ,667 Median Median Total Number Revenue Audit Comp Gov Non- Avg. Revenue of Cos. ($ Millions) Chair Chair Chair Chair Director < $15 Billion 51 $12,679 $234,000 $222,500 $222,000 $213,000 $224,333 $15-$25 Billion 51 18, , , , , ,000 $25-$50 Billion 53 34, , , , , ,000 $50-$100 Billion 26 67, , , , , ,333 > $100 Billion , , , , , ,667 Median Median Total Number Revenue Audit Comp Gov Non- Avg. Revenue of Cos. ($ Millions) Chair Chair Chair Chair Director < $15 Billion 48 $13,368 $228,750 $222,500 $218,782 $208,782 $223,167 $15-$25 Billion 65 18, , , , , ,333 $25-$50 Billion 44 34, , , , , ,833 $50-$100 Billion 27 62, , , , , ,000 > $100 Billion , , , , , ,667 Median Median Total Number Revenue Audit Comp Gov Non- Avg. Revenue of Cos. ($ Millions) Chair Chair Chair Chair Director < $15 Billion 54 $12,819 $186,286 $177,212 $174,911 $168,500 $179,087 $15-$25 Billion 64 18, , , , , ,447 $25-$50 Billion 45 35, , , , , ,333 $50-$100 Billion 27 69, , , , , ,004 > $100 Billion , , , , , ,333 Steven Hall & Partners Page 33

35 Total by Industry 2011 APPENDIX B Median Median Total Number Revenue Audit Comp Gov Non- Avg. Industry of Cos. ($ Millions) Chair Chair Chair Chair Director Consumer Discretionary 36 $23,660 $244,500 $241,250 $235,000 $222,489 $238,333 Consumer Staples 25 36, , , , , ,000 Energy 19 29, , , , , ,333 Financials 23 32, , , , , ,000 Health Care 21 36, , , , , ,008 Industrials 30 24, , , , , ,833 Information Technology 19 36, , , , , ,000 Materials 8 22, , , , , ,250 Telecommunication Services 5 33, , , , , ,000 Utilities 14 14, , , , , , Median Median Total Number Revenue Audit Comp Gov Non- Avg. Industry of Cos. ($ Millions) Chair Chair Chair Chair Director Consumer Discretionary 38 $21,402 $238,375 $233,500 $230,000 $218,333 $233,333 Consumer Staples 25 28, , , , , ,657 Energy 17 23, , , , , ,542 Financials 25 37, , , , , ,667 Health Care 22 34, , , , , ,167 Industrials 29 23, , , , , ,667 Information Technology 19 29, , , , , ,333 Materials 8 19, , , , , ,583 Telecommunication Services 3 106, , , , , ,000 Utilities 14 14, , , , , ,167 Steven Hall & Partners Page 34

36 Total by Industry (cont d) 2008 APPENDIX B Median Median Total Number Revenue Audit Comp Gov Non- Avg. Industry of Cos. ($ Millions) Chair Chair Chair Chair Director Consumer Discretionary 34 $19,591 $215,000 $210,827 $205,827 $199,994 $213,327 Consumer Staples 27 26, , , , , ,667 Energy 19 27, , , , , ,667 Financials 23 24, , , , , ,500 Health Care 21 28, , , , , ,000 Industrials 29 22, , , , , ,888 Information Technology 20 23, , , , , ,667 Materials 8 24, , , , , ,811 Telecommunication Services 4 66, , , , , ,500 Utilities 15 14, , , , , , Median Median Total Number Revenue Audit Comp Gov Non- Avg. Industry of Cos. ($ Millions) Chair Chair Chair Chair Director Consumer Discretionary 41 $18,080 $203,750 $205,000 $191,500 $186,560 $200,667 Consumer Staples 25 25, , , , , ,212 Energy 14 25, , , , , ,208 Financials 31 26, , , , , ,667 Health Care 19 22, , , , , ,843 Industrials 28 20, , , , , ,500 Information Technology 17 21, , , , , ,167 Materials 8 22, , , , , ,333 Telecommunication Services 4 52, , , , , ,169 Utilities 13 12, , , , , ,667 Steven Hall & Partners Page 35

37 About Steven Hall & Partners Steven Hall & Partners is an independent compensation consulting firm, specializing exclusively in the areas of executive compensation, board compensation, non-profit compensation and related governance issues. By focusing solely on this critical and complex segment of the human resources arena, we are able to provide our clients with the highest quality expertise and best counsel available on a practical basis. For more information, please visit and follow us on Contacting Steven Hall & Partners This publication is provided by Steven Hall & Partners as a service to clients and colleagues. The information contained in this publication should not be construed as legal, tax or accounting advice. We can assist with the development and/or modification of director compensation programs and related corporate governance policies. If you have not received this publication directly from us, you may obtain a copy of any past or future related publications from Kathie Mulroe ( ;

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