"Why Boards Matter: Building and
Developing a World Class Board of Directors” James M. Citrin Leader CEO Practice Spencer 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 Stuart’s strategic partnership with Kleiner Perkins • Our Board Practice’s 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 leadership 2

INPUT FOR THIS PRESENTATION 30
years SURVEYMONKEY SURVEY Boards Interested Executives 42 S&P 500 Board Demographics Trends ⋆ ➲ ➚ ✓ SPENCER STUART BOARD INDEX 3 SPENCER STUART U.S. TECHNOLOGY BOARD INDEX 4 years Top 200 U.S. Tech Companies Board Demographics Trends ⋆ ➲ ➚ ✓

WHAT ARE BOARDS LOOKING FOR?
4

52% 48% 1 or more
No new directors ADDED NEW DIRECTORS IN 2015 S&P 500 AND U.S. TECH BOARD INDEX S&P 500 5 53% 47% TECH BOARD INDEX

18% 20% 24% 31% Retired
CEO/COO Active CEO/COO Financial Expertise Women BACKGROUND AND EXPERTISE OF ADDED BOARD MEMBERS IN 2015 S&P 500 6

NEW DIRECTOR BACKGROUND WISH LIST
S&P 500 65% 58% 54% 52% 51% 41% 41% 27% 21% 20% 16% 14% 13% 7

8 65% 58% 54% 52%
51% 41% 41% 27% 21% 20% 16% 14% 38% 71% 29% 55% 24% 10% 76% 43% 12% 14% 57% 33% 0% 10% 20% 30% 40% 50% 60% 70% 80% S&P 500 Boards Interested S&P 500 NEW DIRECTOR BACKGROUND WISH LIST COMPARED TO BOARDS INTERESTED CEOS

SNAPSHOT OF BOARDS INTERESTED EXECUTIVES
17% 55% 55% 55% 0% 20% 40% 60% None NFP Private Public EXPERIENCE INTERESTS/GOALS 17% 31% 60% 64% 0% 20% 40% 60% 80% Help/Add Value Experience for new role Experience for existing role Build portfoilio 9

THE VALUE OF BOARD EXPERIENCE
10

MARKET CONTEXT: S&P 500 CEO
TRANSITIONS 2004-2015 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Internals Externals Other* 11*Other includes: From Board, Former Executive, Insider-Outsider

68% 59% Positive TSR with
Board Experience Positive TSR without Board Experience FIRST-TIME CEOS WITH PUBLIC COMPANY BOARD EXPERIENCE 2012-2015 INTERNAL FIRST-TIME CEOS EXTERNAL FIRST-TIME CEOS 36% 64% Without Board Experience With Board Experience 47% 53% Without Board Experience With Board Experience 78% 20% Positive TSR with Board Experience Positive TSR without Board Experience 12

LET’S TALK ABOUT
DIVERSITY
13

MINORITIES AS A PERCENTAGE OF
DIRECTORS TOP-200 BOARDS IN THE S&P 500 76% 9% 8% 5% 2% All non-minorities African-American Non-U.S. Hispanic/Latino Asian 14

FEMALE REPRESENTATION ON BOARDS S&P
500 AND U.S. TECH BOARD INDEX • In the S&P 500 female and male CEOs have different board compositions  28% 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 Directors” 16