The Rise of Tech Directors On Corporate Boards and the Parallel Increases of Technology Committees on Boards and CIOs as Board Members

1. THE RISE OF TECH DIRECTORS
ON CORPORATE BOARDS
And the Parallel Increases of Technology Committees on Boards
and CIOs as Board Members
October 23rd, 2013
© 2013 Copyright Vell Executive Search

2. TABLE OF CONTENTS
Objective:
Help you understand the trends and offer some suggestions on working with
and joining Boards.
Contents:
1. Driving Forces Behind this Trend
2. Tech Execs on Fortune 100 Boards: Overview, Demographics,
Backgrounds
3. Tech Committees of the Board
4. CIOs on Corporate Boards – Examples
5. How to Get on a Corporate Board
Handouts:
1. CIOs Serving on Corporate Boards
2. Questions Boards May Want to Ask CIOs
October 23rd, 2013 © 2013 Copyright Vell Executive Search 2

3. DRIVING FORCES
IT
Strategic
to Boards
Large IT Projects &
Investments
Security/Privacy/
Disaster Recovery
Game Changing
Technologies
Competitiveness
Assessment
CIO Role
More
Strategic
More New CIOs
“Sit at the table”
Deep IT Experts w/
Strategic Chops
CIOs Becoming CEOs
Increasing IT
Complexity
Business Runs on IT
McKinsey: “At least one Tech Savvy Board Member Enriches Strategic Discussions”
PWC: “60% of Directors Want more time on IT Topics (up from 36% last year)”
KPMG: Majority of Financial Inst., Tech, CPG/Retail consider “IT very important”
October 23rd, 2013 © 2013 Copyright Vell Executive Search 3

4. TECH DIRECTORS ON THE F100
In the Fortune 100:
 198 Board Seats are “Technology” Board Seats in the Fortune 100 (172 Unique Board
Members)
 71 companies have tech directors; 29 do not have tech directors
 Some surprises: Goldman Sachs and Bank of America have zero tech directors. All retailers
have tech directors, with Wal-Mart and Safeway topping the retailers’ list.
 Narrow Tech Director Definition:
– Data Set: 2012 Fortune 100 Companies List –Proxy Data as of 5/2013. Primary area of
industry or expertise is Tech, including all functional areas.
– We included executives with a good level of technology experience only.
– Examples:
• Someone with two years as CIO of Goldman Sachs and not other tech experience doesn’t qualify.
• Executives with retail experience but strong digital experience are included.
• If an executive is Chairman of a Tech company and has no other tech experience, that individual was
excluded.
October 23, 2013 © 2013 Copyright Vell Executive Search 4

6. Tech directors by Gender (Unique) -
Percentage Share
76%
24%
Men
Women
TECH DIRECTOR DEMOGRAPHICS
48
13
19 24 10
4 6 4
2
12 1
15
10
8 8 4
3 3 2
2
0 0
Gender By Industry (Non Unique)
65.5
Median Age of Tech Directors
by Gender (Unique)
55.5
65
Men Women Overall
October 23rd, 2013 © 2013 Copyright Vell Executive Search 6

8. TECH COMMITTEES OF THE BOARD
Fortune 100 Companies with Tech Committees:
• American Express, FedEx, GE, HP, J&J, P&G, Wal-Mart, and World Fuel Services
• Morgan Stanley has a Tech & Ops Committee with no Tech Directors
• Distinguish between IT/digital media strategy and R&D Tech Committees
KPMG’s View of Tech Committee Charters:
1. Staying abreast of new basic technologies and emerging technologies within and outside of the
corporation’s specific industry.
2. Understanding e-mail, Web and other security threats.
3. Advising on long-term strategic goals of the corporation’s science and technology investments.
4. Evaluating the corporation’s technology position in a competitive environment.
5. Acquiring and maintaining technology positions, including contracts, grants, collaborative efforts, strategic
alliances, mergers and acquisitions.
6. Finding a future CIO/CTO and staff.
7. Protecting the corporation’s intellectual property.
8. Providing guidance for data retention, privacy and regulatory-mandated record-keeping.
October 23rd, 2013 © 2013 Copyright Vell Executive Search 8

9. CIOS ON CORPORATE BOARDS
1. Gary Reiner, former CIO, GE, on HP’s Board and Citi’s board
2. Julie L. Bushman, EVP at 3M and deep IT roots, on Johnson Controls Board
3. Robert Dixon, CIO at Pepsico, on WellPoint’s board
4. John O’ Parker Jr., former CIO at SmithKline Beecham, Sea-land Corporation, Squibb
Corporation and Baxter Healthcare on Express Scripts board
5. Rob Carter, EVP & CIO at FedEx, on the boards of First Horizon National and Sak’s Fifth
Avenue
6. Carol Zierhoffer, CIO, Bechtel, on MedAssets board
7. Patty Morrison, EVP & CIO, Cardinal Health on Splunk’s board (real time operational
intelligence gathering)
8. Doreen A. Wright, former CIO and SVP at Campbell Soup, serves and has served on many
boards, including Crocs, Dean Foods and CNO Financial
9. Frank Ianna, former President Network Services at AT&T on Sprint’s board. Deep
infrastructure and networking design experience
… plus many others… See Handout
October 23rd, 2013 © 2013 Copyright Vell Executive Search 9

10. HOW TO GET ON A BOARD
• What are you best in class at? Big data, cyber-security, mobile,
HCIT, Industry Perspective/ Knowledge
What is Your Unique Value
Proposition?
• To contribute; to get a different perspective; to hone strategic
skills, to set up board career, to work with really smart people Why do you want to join a board?
• Customer Perspective, IT Transformation, Mobile, HCIT, SCM,
Tech Trends Expert, Maverick Investor
Why would a board want you to
join?
• Process is research intensive. Few people called.
• Be visible & accessible, so that you are on radar.
What is the process and how do you
get on the radar?
• Take governance classes (NACD, educational institutions, etc.),
attend local chapter events
How do you learn about
governance?
• Questions boards may want to ask of CIOs
How do you engage your board in
strategic IT discussions?
October 23rd, 2013 © 2013 Copyright Vell Executive Search 10