A snapshot of trends in board composition, board governance practices and director compensation among S&P 500 companies.

1. SSBI 2017 Highlights
December 2017

2. 2PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
The number of
new independent
directors elected
to S&P 500 boards
during 2017
397

3. 3PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
36% 32% 31% 30% 24%
14%
10% 13% 12%
15%
2017 2016 2015 2014 2013
Female and Diverse New Directors
Female Diverse
For the first
time, half of
the new S&P
500 directors
are women
and/or
minorities*
Female representation among new directors
rose to 36% in 2017, a 20-year high
*Minorities are defined as African-American, Hispanic/Latino or Asian. Individuals of Indian descent have been counted as Asian,
which is consistent with U.S. Census Bureau methodology
Women now constitute 22%of all S&P 500 directors

4. 4PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
Boards are
casting a
wider and
deeper net
to identify
director
candidates:
45% incoming directors are serving on their
first outside corporate board, compared
to 32% in 2016
37%
S&P 500 CEOs serve on one or more outside
boards, down from 52% 10 years ago
Of the 179 first timers, 75 are women and 24 are diverse men

5. 5PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
In terms
of female
representation
in the
boardroom,
Spencer Stuart’s
research
also found:
80%
S&P 500 boards
include two or more
female directors
41%
S&P 500 boards
have three or more
female directors
15%
11%
20%
20%
17%
22%
Audit
Committee
Compensation
Committee
Nominating
Committee
Women in committee chair roles
2017 2016
9
women serve as
independent
board chair 10%women serve as
leading/presiding

6. 6PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
» For the first time, more than half (51%) of boards
have a separate chair and CEO
» 28% of S&P 500 boards have an independent chairBoard
leadership
continues to
evolve
23%13%
2007 2012
28%
2017
Boards with independent chairs 2007-2017

7. 7PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
Director
skills and
qualifications
are changing
Banking | Finance | Investment | Accounting
29% of new directors are active or retired
executives with credentials in:
13% New directors have investing and
investment management backgrounds
47%
2007 2017
36%
Down from 10 years
ago, 36% of new
directors are active or
retired CEOs, chairs,
presidents, and COOs

8. 8PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
Mandatory
retirement
policies remain
a prevalent
mechanism
to promote
turnover
S&P 500 boards have term
limits for directors24
ONLY
For the first time, a
majority of boards with
mandatory retirement
policies set the age at
S&P 500 boards with retirement
age set it at 75 or higher42%
73%
S&P 500 boards report having a
mandatory retirement age for directors,
unchanged over the past five years
73+YEARS

9. 9PROPRIETARY AND CONFIDENTIAL. ALL RIGHTS RESERVED
Boards have
changed in
other ways over
the past 10
years
85%
S&P 500 board members are
independent directors, the highest
percentage since we began tracking
this data in 1998
60% CEOs are now the only employee
director on 60% of boards, up from
43% in 2007
The average age of S&P 500
independent directors, two years
older than a decade ago
63.1
years old
$288,909
Average total compensation for
non-employee directors of S&P 500
companies rose 1.3%. Median annual
retainer remained flat at $100,000