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INSIGHTS
1 of 1© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition
Contents
Who
Silicon
Valley
Runs
LONERGAN PARTNERS INSIGHTS OCTOBER 31, 2015
Board of
Directors
Edition
In this edition,
Mark Lonergan
profiles the
board directors
of the Silicon
Valley 150.
INSIGHTS
1 of 39
INSIGHTS
© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition
Contents
David is a Stanford GSB Professor and Advisor to
“Who Runs Silicon Valley: Board of Directors Edition”
Notices
The people on our cover are all members of Silicon Valley 150 boards. A key to
the SV150 boards they sit on is included at the end of this report. Their photo-
graphs on the cover are provided for informational purposes and do not rep-
resent an endorsement or recommendation of this report, its opinions, authors,
advisors, or sponsors.
The analyses, opinions, and perspectives herein are the sole responsibility of the
author.
The copyright for this report is held by Lonergan Partners. The material in this
report may be reproduced and distributed without advance permission, but only
if attributed. If reproduced substantially or entirely, it should include all copyright
and trademark notices.
For information regarding this report, contact Lonergan Partners at
sgl@lonerganpartners.com
Foreword
“I welcome this report from Lonergan Partners in examining a relatively
under-studied group of company boards and directors in the Silicon Val-
ley. Their data-rich analysis will provide board directors and readers with
valuable information for discussion and debate. I am pleased to have
provided input and advice to this educational effort.”
David Larcker
“The Silicon Valley Directors Exchange is pleased to sponsor this report
on the board directors of the Silicon Valley. We hope this information will
be useful in understanding our local brand of high tech governance, and
contribute to the efforts of SVDX to educate boards.”
Sponsor
Christine
Russell
Christine Russell is Chairman of SVDX. CFO of the Evans Analytical Group,
she currently serves as audit committee chair for QuickLogic Corporation
(NASDAQ:QUIK), and has held numerous other board positions for tech-
nology companies as well as non-profit organizations.
INSIGHTS
2 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition
Contents
Contents
Foreword���������������������������������������������������������������������������������������������������������������������������������������������������������1
Contents���������������������������������������������������������������������������������������������������������������������������������������������������������2
Who Runs Silicon Valley���������������������������������������������������������������������������������������������������������������������3
Silicon Valley Board Population����������������������������������������������������������������������������������������������������4
Director Demographic Profile���������������������������������������������������������������������������������������������������������5
Board Service Profile�����������������������������������������������������������������������������������������������������������������������������6
Public Company Models��������������������������������������������������������������������������������������������������������������������8
Board Chairmen��������������������������������������������������������������������������������������������������������������������������������������11
The Board “Social Network”����������������������������������������������������������������������������������������������������������15
The CEO Board Network������������������������������������������������������������������������������������������������������������������17
SV150 Super Directors���������������������������������������������������������������������������������������������������������������������� 18
Women Directors���������������������������������������������������������������������������������������������������������������������������������� 19
Board Diversity of Thought������������������������������������������������������������������������������������������������������������23
Dual Class Stock Structure������������������������������������������������������������������������������������������������������������27
Director Compensation��������������������������������������������������������������������������������������������������������������������28
Concluding Observations���������������������������������������������������������������������������������������������������������������30
Acknowledgments������������������������������������������������������������������������������������������������������������������������������32
SV150 Boards by the Numbers��������������������������������������������������������������������������������������������������33
Board  Director Superlatives�����������������������������������������������������������������������������������������������������34
Footnotes����������������������������������������������������������������������������������������������������������������������������������������������������35
Who
Silicon
Valley
Runs
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© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition
Contents
Who Runs Silicon Valley
Silicon Valley companies lead the world in innovation. Apple, Google,
Hewlett-Packard, Intel, Facebook, Twitter, and eBay are household
names around the world. They taught us all how to dress for work, how
to lay out the office, how to post and tweet and blog—and they can also
teach us about how to govern a corporation.
Behind the innovation and value creation, a group of relatively anony-
mous individuals are the watchdogs of trillions of dollars of market value:
Silicon Valley public company boards of directors. In 2015 alone, their
board decisions resulted in such diverse outcomes as the appointment of
Jack Dorsey as CEO of Twitter, the spin-off of PayPal from eBay, and the
acquisition of Aruba Networks by Hewlett-Packard.
Our report shines a spotlight on the largely unknown world of Silicon Val-
ley corporate directors. With this profile we hope to make this little known
community easier to understand, and at the same time make a positive
contribution to board governance in the Silicon Valley.
Preview
In our profile we found the boards of the Silicon Valley reflect their unique
cultural and business environment. A preview of some Silicon Valley dis-
tinctions we will explore in this report:
•	 Relatively few women board directors
•	 Widespread involvement of Stanford degree holders
•	 Overlapping network populating Silicon Valley boards
•	 Founder-technologists as day-to-day leaders
•	 High concentrations of founder voting power at companies with dual
class stock structures
Mark is the Founder and Manag-
ing Partner of Lonergan Partners,
Silicon Valley’s largest indepen-
dent search firm. In this role, he
has advised boards of directors
on leadership issues for over
twenty-five years.
By Mark Lonergan
Mark is also President of the
Silicon Valley Directors’ Exchange,
a network of corporate direc-
tors whose mission is to promote
the education of Silicon Valley
boards. SVDX programs are jointly
sponsored with the Stanford Rock
Center for Corporate Governance.
A Profile of Silicon Valley
Boards  Directors
Who
Silicon
Valley
Runs
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Silicon Valley Board Population
Who are the board directors who run the Silicon Valley? We took as
our population the 1,156 directors, both independents and insid-
ers, who sit on the boards of the 1501
largest publically traded companies
headquartered in the Silicon Valley. The San Jose Mercury News calls this
list the Silicon Valley 150 (hereinafter simply the SV150). These companies
all have headquarters in the five Bay Area counties: San Francisco, San
Mateo, Santa Clara, Contra Costa, and Alameda.
The Companies in the SV150 com-
pete in multiple tech industries, vary
in age from over fifty years old to less
than one year as a public company,
and span multiple revenue brackets.
The SV150
Our profile looked into the backgrounds and board service of each of the
1,025 individual people in this dataset. We wanted to know—are they men
or women, how old are they, where do they come from, and how were
they educated? We also wanted to know how long had they served on
their boards, how well were they compensated, and did they sit on other
SV150 boards?
Our information is all based on publically available data, from govern-
ment filings (our primary source has been the DEF 14A proxy statement),
the company websites, press releases, business press bios, and news
articles. We did not run any “background checks” on these folks, so we
only know what they have been willing to tell the world. The dataset is
also a snapshot in time, with our population being directors listed on their
company websites as of August 15, 2015. Changes since that date are not
reflected in our data.
Consumer IT
Clean Tech
Web IPO 2010 or later
Over $4B
$500M – $4B
Under $500M
IPO before 2010
Biotech / Health
Networking
Semiconductor
Enterprise IT
By Industry By IPO Era By 2014 Revenue
Silicon Valley 150 Basic Breakdowns
The 100% bars to the right provide
a breakdown of 144 SV150 com-
panies—six having been acquired
prior to our study date.
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The typical SV150 board director:
Is a man
No surprise here, 1,003 of 1,156 total director seats were filled by men—
that’s 87%.
Is a baby boomer
The average (and median) age is 59 years. That means the average direc-
tor was born in 1956 under President Eisenhower, was 13 years old when
men landed on the moon, and used a typewriter to write college term
papers; by the time the World Wide Web was launched in 1991, they were
35 years old.
Is US in “origin”
82% of directors are US in origin2
versus 73 % of SV150 CEOs. Top coun-
tries of origin for non-US natives are India and the United Kingdom.
Is an active executive
602 (60% with all CEOs removed) are active3
executives outside of board
service.
Is well educated
99.9% have an undergraduate degree. 38% of directors have a degree
from a Top 10 ranked US University.4
See sidebar for number of director
degrees awarded by each University in the ranking.
Is a graduate degree holder
73% of directors have a graduate degree. The MBA is the most typical
graduate degree with 38% of directors earning one. In total, there were
152 PhDs, 57 JDs, and 12 MDs.
Director Demographic Profile
The Top Ten
Top 10 Ranked National Universities
per US News  World Report
Red indicates number of degrees
awarded to SV150 directors
#1—Princeton University 28
#2—Harvard University 132
#3—Yale University 13
#4—Columbia University 17
#4—Stanford University 209
#4—University of Chicago 19
#7—Massachusetts Institute of
Technology 19
#8—Duke University 11
#9—University of Pennsylvania 38
#10—California Institute of
Technology 13
#10—Johns Hopkins University 1
Director Education Breakdown
Have an Undergraduate Degree 99.9%
Graduate Degree 72.7%
Masters (non-MBA) 38.1%
MBA 38.0%
PhD 13.1%
JD 4.9%
MD 1.0%
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Board Service Profile
The typical SV150 board director:
Receives average5
compensation of $293,961
This compensation is derived from the latest proxy statements and is
composed of 23% cash, 53% equity, 21% options, and 3% other. The value
of equity and options is the grant date fair market value.
Serves with an insider6
Chairman
56% of SV150 companies have an insider Chairman. 47 companies have
the current CEO as Chairman, and 26 have a former CEO serving as
Chairman.
Serves with a founder on the board
68 of SV150 boards had at least one founder filled seat, with an average
founder tenure of 16 years on the board (this includes pre IPO tenure
as well as post IPO tenure). To learn more about a founder serving on a
SV150 board, see the sidebar on Jack Dorsey of Twitter.
Meets with their full board 7.4 times per year
This is an average of roughly once every 50 calendar days.
Serves with 6 other board directors, and the CEO
The average board size including the CEO is eight members.
Sits on an average of 1.3 committees
Each committee has a typical membership of three directors.
Has served on their board 7.7 years
However when CEOs, founders, and all other insiders were removed, the
average tenure of an SV150 director dropped to 7.1 years. 28% were ap-
pointed during the period from 2006-2010, with a peak one-year period
in 2013 with 110 independent director seats filled that year.
Largest SV150 Boards
Jack Dorsey
Jack Dorsey, age 38, newly re-appoint-
ed CEO of Twitter, has served on the
Twitter board in several different ca-
pacities since May 2007. He co-found-
ed Twitter in 2006, along with fellow
board director Evan Williams, who is
also a former CEO of Twitter. In Jack’s
history on the board, he is a former
CEO (May 2007 to October 2008 ) and
also served as Chairman of the Board
(October 2008 until October 2015). He
is also currently the co-founder and
CEO of Square, and a board member
at The Walt Disney Company.
Twitter—SV#50
Boards with 13 Members
Adobe Systems—SV#27
Boards with 12 Members
Oracle—SV#6
Nvidia—SV#22
Hewlett-Packard—SV#2 (prior
to the November 1, 2015 split)
Boards with 11 Members
Advanced Micro Devices—SV#18
Google—SV#3
KLA-Tencor—SV#31
Lam Research—SV#21
Cisco Systems—SV#5
Salesforce.com—SV#20
Intel—SV#4
The photograph above is provided for informational
purposes and does not represent an endorsement or
recommendation of this report, its opinions, authors,
advisors, or sponsors.
7 of 39
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The typical SV150 board director:
Joined the board after the IPO
Not surprisingly, most SV150 directors (66%) joined the board after the
year of the IPO. For those directors who joined prior, the average time
they spent on the board prior to the IPO was just under five years.
Serves on an unclassified board, but just barely
Just over half the boards in the SV150 are unclassified (75 of 144), mean-
ing all directors are up for re-election each term. Classification, which
staggers the election of the directors across years, is seen as a means
of defending a company from takeover bids, and is used more often in
smaller and younger companies in the SV150, than among older and
larger companies, whose size may provide them with an inherent de-
fense against takeover bids.
Board Service Profile continued...
IPO before 2010 28%
93%New IPOs
Rate of Classified Boards In SV150
Serves with directors who sit on other SV150 boards
20% of SV150 board seats are filled by directors who serve on multiple
SV150 boards. 105 of these companies had at least one director who sits
on another SV150 board, and a few companies had the majority of their
members sitting on another SV150 board. To learn more about a director
with more than one SV150 board seat, please see the sidebar on Marc
Andreessen.
Serves with directors who have been on the board 10+ years
105 boards had at least one member (not including the CEO) who had
filled the seat more than ten years. 27% of non-CEO seats were filled by
directors with over ten years of service.
Marc Andreessen
Marc Andreessen, age 44, sits on
the boards of Facebook (SV#10)
and Hewlett-Packard (SV#2), and
will continue to serve on the board
of Hewlett Packard Enterprise after
its November 2015 split. Marc is
a visionary technologist, having
co-authored Mosaic, an early web
browser; co-founded Netscape; and
served as CTO of America Online.
He was a seed investor in Facebook
and an influential mentor to CEO
Mark Zuckerberg during Facebook’s
pre-IPO era. He is now a venture
capitalist at Andreessen Horowitz
with investments in such companies
as skype, Box, airbnb, Lyft, Pinterest,
and many others. Marc has a BS in
computer science from the Univer-
sity of Illinois at Urbana–Champaign.
Facebook—SV#10
Hewlett-Packard—SV#2
The photograph above is provided for informational
purposes and does not represent an endorsement or
recommendation of this report, its opinions, authors,
advisors, or sponsors.
Rate of Non-CEO Directors with Over Ten Years Board Service by
Company 2014 Revenue
Under $500M 21%
$500M – $4B 27%
Over $4B 33%
Average 27% of seats
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Now that we have profiled the typical board, we have to admit all
boards are unique. However, they tend to be different in some pre-
dictable ways. The dimensions we found most useful to predict the size,
composition, and make-up of SV150 boards were the size of the compa-
ny (based on revenue bands), and the time elapsed since the IPO. Within
the largest SV150 companies, those in the SP 500 stood out as having
much in common.
Here are our observations:
The Mature SV150 Company in the SP 500
Thirty of the largest SV150 companies are also in the SP 500. They are
all tech giants with an average $22 Billion in 2014 annual revenue, al-
though within this group no company can compare to Apple, with $199.8
Billion in 2014 revenue. Their average age as companies is over 20 years.
The boards at these companies come out of central casting. They are
filled with statured CEOs, finance experts, academics, and former govern-
ment bureaucrats—the mix dependent on how each business defines its
key skill requirements. In addition:
•	 They are most likely to be large (the average is 11 directors each),
with a high degree of board structure as befits stewards of trillions
of dollars of market cap. These boards are the least likely to be
classified (only 4 of 30) and they also are the most likely to have
more than the three standard committees.
•	 They are the least likely to have a CEO as Chairman (only 20% of
the time).
•	 When the CEO is Chairman, they have a Lead Independent Direc-
tor formally denominated.
•	 Their directors tend to be older (the average age was 61).
•	 They are the most likely to have multiple women members serving
alongside male directors (18% of the seats at these companies are
filled by women, and more than half the boards in this group have
two or more women directors). 	
SV150 Companies In the
SP 500
Apple—SV#1
Hewlett-Packard—SV#2
Google—SV#3 (now Alphabet)
Intel—SV#4
Cisco Systems—SV#5
Oracle—SV#6
Gilead Sciences—SV#7
eBay—SV#8
Facebook—SV#10
Applied Materials—SV#11
SanDisk—SV#12 (to be acquired by Western
Digital)
Symantec—SV#13
Agilent—SV#15
NetApp—SV#16
Netflix—SV#19
Salesforce.com—SV#20
Lam Research—SV#21
NVidia—SV#22
Juniper Networks —SV#23
Yahoo—SV#24
Intuit—SV#25
Electronic Arts—SV#26
Adobe Systems—SV#27
Varian Medical Systems—SV#29
KLA-Tencor—SV#31 (to be acquired by
Lam Research)
Equinix—SV#32
Xilinx—SV#33
Intuitive Surgical—SV#39
Altera—SV#41 (to be acquired by Intel)
Linear Technology—SV#46
Public Company Models
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The Newer IPO
Forty-three of SV150 companies have had an IPO since 2010. These com-
panies by definition have had extraordinary growth trajectories and en-
joyed high investor enthusiasm. In fact, when we looked back over 2010-
2015, an impressive roster of 42 companies hit the SV150 list the year they
went public.
Here are our observations:
•	 In this group of companies, the founder is often the CEO, and the CEO
is often the Chairman of the Board as well (the CEO is called a founder
40% of the time, and is Chairman 49% of the time. The CEO is also a
founder and the Chairman 30% of the time). When the CEO is the Chair-
man, there is a Lead Independent Director named 62% of the time.
•	 The CEO may also enjoy significant voting power either through major-
ity ownership of common stock, or through a dual class stock owner-
ship structure. Two-thirds of SV150 companies with dual class stock
ownership structure are among these newest IPOs (for more on this
topic see page 27).
•	 The average board size is 7.5 members, with co-founders often serving
in a board capacity as well (11% of seats). The board is classified 93% of
the time.
•	 Members of these boards are younger (average age is 54).
•	 Women are not as well represented (only 12% of seats); in fact, 13
of these 43 companies have no women directors at all, and when a
woman is serving on the board she is typically the only one.
These last two demographic descriptors may reflect the composition
of the board during the company’s private era, when private investors
manned the board of directors—Silicon Valley private investors are de-
mographically younger and more male than the typical corporate board
director.
Young company boards are most likely still evolving. As experienced
former SV150 CEO and board director Robin Abrams notes: “It is the rare
private company board that prepares for its post IPO phase with more than
one independent director added before it goes public.” As such, the first
few years of the new board’s tenure will see opportunities to add member-
ship, and potentially address issues of independence and diversity.
On the following page we provide a side-by-side comparison of the two
board models using Intel and Tesla Motors to illustrate each type.
The 43 Newest SV150 IPOs
Companies shown in green hit the
SV150 in the year of their IPO
2010
Aviat Networks—SV#109
Inphi—SV#147
QuinStreet—SV#120
Tesla Motors—SV#28
2011
Guidewire Software—SV#101
Imperva—SV#145
InvenSense—SV#110
Jive Software—SV#140
LinkedIn—SV#37
NeoPhotonics—SV#114
Pandora Media—SV#60
ServiceSource—SV#121
Ubiquiti Networks—SV#75
Zeltiq Aesthetics—SV#143
Zynga—SV#72
2012
Facebook—SV#10
InfoBlox—SV#124
Palo Alto Networks—SV#68
Proofpoint—SV#135
Ruckus Wireless—SV#112
ServiceNow—SV#73
SolarCity—SV#126
Splunk—SV#91
Wageworks—SV#123
Workday—SV#65
Yelp—SV#99
2013
Barracuda Networks—SV#125
Chegg—SV#115
FireEye—SV#94
Gigamon—SV#146
Marketo—SV#150
Nimble Storage—SV#128
RingCentral—SV#131
Rocket Fuel—SV#95
Silver Spring Networks—SV#136
Twitter—SV#50
Veeva Systems—SV#113
YuMe—SV#142
2014
A10 Networks—SV#139
Arista Networks—SV#77
Coupons.com—SV#130
GoPro—SV#51
LendingClub—SV#87
Public Company Models continued...
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Intel
IPO 1971
SV#4
Tesla Motors
IPO 2010
SV#20
Total Board Members 11 7
Chairman of the Board
Andy Bryant, former Intel CFO/
CAO, since 2012
Elon Musk, founder
Chairman since 2004
Lead Independent Director
Susan Decker, former President
of Yahoo (SV#24 ), on board since
2006
Antonio Gracias, CEO Valor, on
board since 2007
CEO Brian Krzanich since 2013 Elon Musk since 2008
Classified Board No
3 classes with staggered 3 year
terms
Average Director Age 59 46
Average Tenure 9.6 years 7.3 years
Cumulative Board Tenure 106 years 51 years
Female Directors 2 1
Directors with MBAs 5 3
Directors with PhDs 2 0
Chair of Audit Committee
Frank Yeary, former Global Head of
MA for Citigroup
Robyn Denholm, Chief Financial
and Operations Officer, Juniper Net-
works (SV#23)
Chair of Compensation Committee
David Pottruck, former CEO Charles
Schwab
Ira Ehrenpreis, General Partner,
Technology Partners
Chair of Corporate Governance and
Nominating Committee
David Yoffie, Professor, Harvard
Business School
Ira Ehrenpreis, General Partner,
Technology Partners
Chair of Finance Committee
Charlene Barshefsky, former US
Trade Representative
NA
Other Directors Aneel Bhusri, CEO Workday (SV#65) Brad Buss, CFO SolarCity (SV#126)
John Donahoe, former CEO eBay
(SV#8)
Steve Jurvetson. Draper Fisher
Jurvetson
Reed Hunt, former Chairman of FCC
Kimbal Musk, CEO of Medium, Inc
and brother to Elon Musk
James Plummer, Professor, Stan-
ford University
Side-by-Side: a Mature SP
500 Company Versus a New
IPO Company
Public Company Models continued...
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Chairmen are increasingly influential figures in the Silicon Valley.
Legislation such as Dodd-Frank and Sarbanes- Oxley7
requiring new
governance and reporting policies, especially around audit and compen-
sation, has compelled many Chairmen to become increasingly directive
regarding the selection of directors for their boards.
That being said, their role is often misunderstood. “People sometimes
believe the other directors ‘report’ to the Chairman, and they don’t,” ob-
served report advisor Chuck Kissner, an experienced SV150 board direc-
tor and Chairman at ShoreTel (SV#105). While the Chairman is usually
very involved in board membership planning and decision making, he
does not in fact act as the other directors’ boss.
Many companies in the SV150 have Chairmen who are founders, or who
combine their role with being the CEO. Twenty-six Chairmen are in fact
what we call the Trifecta: Founder-CEO-Chairmen. They tend to be active
visionary technologists with a strong personal stamp on all aspects of
their company. An example is Nick Woodman of GoPro (SV#51): he is the
creator of the product, founder of the company, and now its CEO-Chair-
man. This lifestyle branded company is closely identified with Wood-
man’s personal story.
The SV150 is also distinct for the high rate8
of former CEOs serving as
Chairmen. Twenty-six Chairmen are the former company CEO, and six of
these are also founders. Larry Ellison, founder and former CEO of Oracle
(SV#6) and its current Chairman, is an example of this. While the experi-
ence base of a former CEO-Chairman may prove valuable in companies
with highly complex technologies, it is also likely that his presence on the
board is a complicating factor for the new CEOs and the other directors.
As one of our report advisors said, “You don’t want the old CEO in the
boardroom with a remote control unit over the new CEO.”
Board Chairmen
Reed Hastings
Reed Hastings of Netflix (IPO 2002) is a
Founder-CEO-Chairman. He founded
the firm in 1997 offering flat rate movie
rental-by-mail. Age 55, he has a MSCS
in Artificial Intelligence from Stanford
University. A member of the Netf-
lix board since 1997, Reed has also
served on the board of Facebook since
2011.
Other Newsmaker Founder-
CEO-Chairmen
Mark Zuckerberg
Facebook —SV#10
Marc Benioff
Salesforce.com —SV#20
Elon Musk
Tesla —SV#28
Nicholas Woodman
GoPro —SV#51
Marc Pincus
Zynga —SV#72
The role of Chairman varies greatly by company and
individual, but in a nutshell, the Chairman makes sure the
board is doing its job. Chairmen set the meeting calendar,
prepare agendas, ensure key decisions are discussed and
voted upon, and oversee long range membership plan-
ning. They should be able to deal effectively with the CEO,
perhaps even mentor him or her when necessary, and they
must make sure the CEO knows what the board requires
the company to do. In return, the Chairman should help the
CEO get timely value from board meetings.
Netflix—SV#19
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The Typical SV150 Chairman:
Is an insider
The majority (81 of 139) of SV150 Chairmen are insiders. Forty-seven are
the company CEOs, and twenty-six are the former company CEO (for a
total of seventy-three current and former CEOs). Of the remaining sixty-
six Chairmen who never were CEO of the company, six are considered
founders.
There are fifty-eight independent Chairmen who are not founders or for-
mer executives at the company—that’s 42% of the time.
Board Chairmen continued...
Not all SV150 companies
have named an official
chair. At 144 companies,
we found only 139 chair-
man roles filled by 138
individual people.
When an insider, serves alongside a Lead Independent Director
While there are only 58 directors called Lead Independent Director (LID)
in the SV150, 52 of them serve in situations where the Chairman is an in-
sider. There is often a LID when the Chairman is the current CEO (32 LIDs,
or 68% of the time), former CEO (13 LIDs, or 50% of the time), or other
insider (7 LIDs, or 88% of the time). Since all boards are required to have
executive sessions in the absence of the CEO, boards where the CEO is
Chairman typically have a LID to preside over these sessions.
Chairmen: Insider Breakdown
Independent
Chairmen
139 Total Chairmen 81 Total Insider Chairmen
Insider Chairmen Current CEO
Former CEO  Founder
Other
Former CEO -
Not Founder
Adobe Systems is unusual in the
SV150 in that it has two Chairmen:
John Warnock (left) and Charles
Geschke (right). Both are founders.
Adobe Systems—SV#27
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The Typical SV150 Chairman:
Is a man
No surprise here, 97% are men.
Is a baby boomer
The average age is 59 years, which is same as the overall director aver-
age.
Is US in “origin”
Eighty Percent of Chairmen are US in origin9
(versus eighty-two percent
of directors overall), versus seventy-three percent of the SV150 CEOs.
The country where the most foreign born Chairmen came from was
China, with five, followed closely by India with four.
Is well educated
But not more so than directors overall. Forty-six possess an MBA, and
eleven have PhDs. Chairmen were slightly less likely to have a degree
from an elite school (35% versus 37% for all directors who are not chair-
men). This reflects the population of founder-CEO individuals among
Chairman, who were less likely to go to an elite US school (perhaps a
result of both the much higher proportion of foreign born individuals
among founders—40% of founders were of foreign origin—and a more
risk taking/entrepreneurial mindset which might not be as credential
seeking).
Has educational ties to California
Forty-nine Chairmen do (36%), more proportionally than all Directors who
are not Chairmen (33%).
Is an “active” executive
Sixty-three percent are not retired, although they are unlikely to be a
sitting CEO elsewhere. Only 12 Chairmen are actual sitting CEOs at other
companies. One example is Kenneth Kannappan, Chairman at Mattson
Technology (SV#141), who is CEO of Plantronics.
Mark Zuckerberg
Mark, Chairman at Facebook, is
the youngest Chairman at age 31.
The next youngest Chairman is
Niccolo de Masi of Glu Mobile
(SV#129), who as of the last proxy
filing was age 34. Niccolo is also
CEO of Glu Mobile.
Board Chairmen continued...
Elon Musk
Elon Musk is Chairman at both
Tesla Motors where he is CEO,
and at SolarCity (SV#126), where
his cousin Lyndon Rive is CEO.
Tesla Motors—SV#28
Facebook—SV#10
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The Typical SV150 Chairman:
Has spent an average of 13 years on the board and 8 as Chairman
This means the average Chairman has had five years on the board before
assuming Chairman responsibilities—although in the case of CEOs serv-
ing as Chairmen, many (21) assumed both roles simultaneously. While as-
suming both roles simultaneously could be a big challenge for someone
new to the board, we found 13 independent Chairmen who assumed both
roles in the same year.
If assigned to a committee, most likely serves on nom  gov
Only 63 Chairmen had a formally assigned committee role, and the most
likely place for them to serve was on nom  gov, with 39 Chairmen serv-
ing on this committee.
Is compensated slightly higher than other directors
The average10
compensation of all Chairmen who are not and never were
the CEO of the company, excluding a few Chairmen with zero comp, is
$301,559 (as opposed to $284,228 for all non-Chairmen).
Possesses an average of 6.17% shareholder voting power
Voting power of directors with greater than 1% is reported in the proxy on
the table “Security Ownership of Certain Beneficial Owners and Manage-
ment.” Sixty-three Chairmen of the companies in our sample appeared
on these tables. The average voting power of all Chairmen, including the
76 Chairmen who were not reported in the tables, came to 6.17%. This re-
flects the significant portion of Chairmen who are founders, and also the
multiplying effect of SV150 companies with dual stock ownership struc-
tures (see page 27).
Larry Ellison
Larry Ellison—founder, former CEO
and Chairman of Oracle—holds the
record for the longest gap (37 years)
between commencing board service
in 1977 and assuming the Chairman-
ship of Oracle in 2014.
Number of Chairmen by Voting Power Band
Board Chairmen continued...
Reported as Zero
1% to 10%
11% to 20%
21% to 50%
Over 50%
76
43
7
7
6
Oracle—SV#6
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The Board “Social Network”
The boards of SV150 companies have considerable director overlap.
One-in-five SV150 board seats is filled by someone who fills another
SV150 board seat. This is true across all industry sectors, company sizes,
and company ages.
Some boards are so well-connected that more than half their members
sit on another SV150 board. At LinkedIn (SV#37), four directors out of
seven sit on another SV150 board. At SanDisk (SV#12), the number is six of
eight. We observed that quite a few very successful companies had high
rates of SV150 networked directors.
The director network is broader than overlapping seats alone. Many di-
rectors went to the same schools (the graduate programs of the top five
schools awarded 40% of directors’ graduate degrees: Stanford, Harvard,
UC Berkeley, Santa Clara, and UPenn) where no doubt even those who
were not contemporaries would have developed overlapping networks
of classmates, professors, mentors, and friends. The programs of the
Stanford Graduate School of Business and the Harvard Business School
awarded 40% of director MBAs, educating 15% of the individuals serving
on SV150 boards.
Undergraduate
Degree Holders
Graduate
Degree Holders
Stanford University 58 151
UC Berkeley 35 36
Harvard University 29 103
University of Michigan 25 13
Princeton University 23 5
UCLA 16 23
Santa Clara University 15 25
Cornell 15 10
University of Pennsylvania 14 24
Carnegie Mellon 6 17
MIT 3 16
Top Degree-Awarding Universities for SV150 Directors
Education Fun Facts
276 SV150 directors have only an
undergraduate degree
Stanford awarded the highest num-
ber of director PhDs: 17
Harvard awarded the highest number
of director MBAs: 83
35 directors hold both undergraduate
and graduate degrees from Stanford
Graduates of Stanford University
are represented on two out of three
boards (97 of 144), continuing a pat-
tern established in the early days of
Silicon Valley
This table illustrates the importance
of California-based universities in a
demographic profile of SV150 direc-
tors. Overall, 35% of directors had
at least one degree from a school
located in California. Local education
may provide an entry point for many
directors into the Silicon Valley.
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Is the board social network a strength or weakness of Silicon Valley?
What we heard in the development of this report is that director overlap
on the boards of the SV150 is a result of the unique nature of the Silicon
Valley technology world.
Tech markets and technologies are complex to understand, and having
at least some board directors with a deep understanding of the specific
technologies of their companies is considered an asset to a board. Where
better to find directors with this knowledge than in the Silicon Valley itself?
In addition, the culture of Silicon Valley may reject outsiders with a differ-
ent style—one director we spoke to with nom  gov experience put it this
way: “I strongly prefer to recruit Silicon Valley based directors because the
culture is a better match. We are more entrepreneurial here, less formal.
People from outside the Silicon Valley can end up not working out so
well.” The result is a board network of overlapping and interconnected
individuals with many common demographic attributes (see section on
Board Diversity starting on page 23).
Three Highly
Networked Directors
and the boards they serve
Susan Bostrom
Former CMO Cisco
(2007-2011)
Areas of Expertise
(compiled from proxy
descriptions): market-
ing, networking and
new media, manage-
ment, governance
George Battle
Former manager Arthur
Andersen LLP and An-
dersen Consulting LLP
(1968-1995), former CEO
Ask Jeeves (2000-2004)
Areas of Expertise
(compiled from proxy
descriptions): public
accounting and audit-
ing, internet industry,
corporate strategy,
governance
Ron Codd
Former CFO Peoplesoft
(1991-1998), former CEO
Momentum Business
Applications (1999-
2002)
Areas of Expertise
(compiled from proxy
descriptions): finance,
software, management,
governance
The Board “Social Network” continued...
Varian Medical
Systems—SV#29
Cadence Design
Systems—SV#45
ServiceNow—SV#73
Rocket Fuel—SV#95
Marketo—SV#150
Netflix—SV#19
LinkedIn—SV#37
Fair Isaac—SV#63
Workday—SV#65
ServiceNow—SV#73
FireEye—SV#94
Rocket Fuel—SV#95
Veeva Systems—
SV#113
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The CEO Board Network
In our work in executive search, we find one of the most requested at-
tributes for new board members is to be a sitting tech sector CEO. Just
under 50% of the CEOs in the SV150 sit on another (usually only one)
public company board.
At the largest SV150 companies over $4 Billion in revenue, 11 of 28 CEOs
served on other public boards, but the companies served were frequent-
ly non-tech SP 500 boards such as Nike (Tim Cook of Apple), Procter
 Gamble (Meg Whitman of Hewlett-Packard), Wal-Mart (Marissa Mayer
of Yahoo), Nordstrom (Brad Smith of Intuit) and Pfizer (Shantanu Narayen
of Adobe Systems). They did not for the most part serve on boards for
companies in the tech sector.
In general, it was the CEOs of mid-range SV150 companies who tended
to serve on other SV150 boards. And it was the smallest SV150 compa-
nies that tended to benefit from external SV150 company CEOs serving
on their boards (see sidebar).
While the experience of serving on another public board is considered
an asset for CEOs, especially if relatively inexperienced, there were few
SV150 CEOs in the sample who served on more than one public com-
pany board. Report advisor Robin Abrams put it this way: “As the work
of board service commitments has increased, most boards have a ‘one
outside board’ policy now—they want the CEO focused on their own
business.”
SV150 CEO External Board
Service within the SV150
CEOs on external SV150 boards (by
size of company where they are CEO)
1 for companies with revenues $4B
11 for companies with revenues
$500M–$4B
5 for companies with revenues
$500M
Boards served by external CEOs (by
size of company served)
5 for companies with revenues $4B
1 for companies with revenues
$500M–$4B
11 for companies with revenues
$500M
13 of the CFOs serving the
SV150 also sit on another
SV150 board, although we
found only one that had a
seat on his own company’s
board: Bob Swan, CFO of
eBay (SV#8)
SV150 CEOs Serving the SV150 as Directors
CEO Company Where CEO External SV150 Board Served
Sanjay Mehrotra SanDisk SV#12 Cavium SV#100
Elon Musk Tesla Motors SV#28 Solar City SV#126
Thomas Werner SunPower SV#30 Silver Spring Networks SV#136
Richard Wallace KLA-Tencor SV#31 NetApp SV#16
Jeff Weiner LinkedIn SV#37 Intuit SV#25
Gary Guthart Intuitive Surgical SV#39 Affymetrix SV#106
Aart de Geus Synopsys SV#40 Applied Materials SV#11
Lothar Maier Linear Technology SV#46 Formfactor SV#122
Jeff Housenbold Shutterfly SV#59 Chegg SV#115
Aneel Bhusri Workday SV#65 Intel SV#4
Frank Slootman ServiceNow SV#73 Imperva SV#145
Greg Lang PMC-Sierra SV#84 Intersil SV#79
Keith Grossman Thoratec SV#88 Zeltiq SV#143
Peter Gassner Veeva Systems SV#113 Guidewire Software SV#101
Dan Rosensweig Chegg SV#115 Adobe Systems SV#27
William Jenkins Barracuda Networks SV#125 Nimble Storage SV#128
Anthony Bettencourt Imperva SV#145 Proofpoint SV#135
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Profile of a SV150 Super Director
Ann Mather is both a top SV150 Super Director (tied
for first place with five total seats) and a SV150 Super
Audit Chair (three seats out of her five). In addition
to her audit chair assignments listed above, Ann is
also a director at Shutterfly (SV#59) and Glu Mobile
(SV#129). Ann’s financial expertise includes having
served as CFO of Pixar from 1999-2004, as well as
having held senior positions at Village Roadshow and
The Walt Disney Company.
Originally from England, she has a Master of Arts degree from Cambridge
University and is a chartered accountant. Ann is 55 years old.
SV150 Super Directors
Most SV150 directors occupy only one seat (89% of individual direc-
tors). However, within the subset that occupy multiple seats, there
are a very few we call “SV150 Super Directors” who may fill three (15
directors), four (3 directors) or five (2 directors) seats. This person almost
always has a special background or expertise, often financial in nature,
which is greatly valued. A few significant investors also sit on multiple
SV150 boards.
Prominent Investor Directors
Jim Goetz
Jim Goetz of Sequoia Capital sits on
the boards of four of his investment
successes. His board compensation
is reported as zero for all four boards.
John Doerr  Ted Schlein
John Doerr (left) and Ted Schlein
(right) of Kleiner Perkins Caufield 
Byers, the well known venture firm, sit
on two SV150 boards each.
Ron Codd
ServiceNow—SV#73
FireEye—SV#94
Rocket Fuel—SV#95
Veeva Systems—
SV#113)
Ann Mather
Google—SV#3
Netflix—SV#19
Arista Networks—
SV#77
Chris Paisley
Equinix—SV#32
Fortinet—SV#66
YuMe—SV#142
Dennis Powell
Applied Materials
—SV#11
VMware—SV#17
Intuit—SV#25
Roger Siboni
Cadence Design
Systems—SV#45
Dolby Laborato-
ries—SV#58
Marketo—SV#150
A great audit chair is a special
breed of individual. He or she
works closely with the compa-
ny’s finance executives, audi-
tors and the General Counsel
to ensure that the company’s
financial statements are accu-
rate and timely.
The SV150 re-uses audit chairs
at a high rate. Thirteen individu-
als serve as audit chair on 29
different SV150 boards. The
individuals most frequently
seen as audit chair in the SV150
are listed to the right along with
their audit chair assignments.
The Super Audit Chair
Palo Alto Networks—SV#68
Barracuda Networks—SV#125
Nimble Storage—SV#128
Jive Software—SV#140
Google—SV#3
Zynga—SV#72
Chegg—SV#115
Jive—SV#140
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Women Directors
Last year in our CEO study, only four SV150 companies were led by
women CEOs. Oh what a difference a year makes! In this year’s SV150
group there are now eight women, who by definition sit on their own
boards. The eight boards below with women CEOs include 17 of 153 total
women-filled director seats in the SV150 as of our study date—that’s 11%
of the total. Note that when a woman is CEO, there is usually at least one
other woman-filled seat on the board.
On November 1, 2015
Hewlett-Packard split into
two new public compa-
nies. The graphic on this
page reflects the board as
constituted as of our study
date of August 15. For more
information on the new
boards post the Hewlett-
Packard split, please see
the endnotes.
11
Aside from these eight CEOs, there are 125 other individual women serv-
ing on SV150 boards. These non-CEO women fill 145 seats on 102 boards.
Four of these seats are held by insiders, such as Sheryl Sandberg, COO
of Facebook (SV#10), who sits on her own board. The remaining 121 seats
(79% of women-filled seats) are considered independent.
Meg Whitman
Appointed 2011
Hewlett-Packard—SV#2
Safra Catz
Appointed 2014
Oracle—SV#6
Marissa Mayer
Appointed 2012
Yahoo—SV#24
Lisa Su
Appointed 2014
Advanced Micro Devices—SV#18
Jayshree Ullal
Appointed 2008
Arista Networks—SV#77
Selina Lo
Appointed 2004
Ruckus Wireless—SV#112
Kimberly Popovits
Appointed 2009Genomic Health—SV#119
Elisa Steele
Appointed 2015
Jive Software—SV#140
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Women Directors continued...
Because there are so few women, we will group them all together (CEOs,
insiders, and independents) in this profile of the typical woman director.
The Typical Woman Director:
Is younger than the men
The average age for women is 57 years as opposed to 59 for men. That
means the average woman director was born in 1958. The average age of
the “new class” of women directors elected in 2014-15 is 54 years.
Is US in “origin”
Fifteen percent of women-filled seats were held by directors who were
not of US origin2
as compared to nineteen percent of men-filled seats.
Women not of US origin were most likely to come from Canada or the
United Kingdom. Only four women directors of 125 individuals came from
countries we classified as non-English speaking: 1 woman each from
Israel, Taiwan, Argentina, and Japan.
Is more likely to have an elite education than the men
Forty-five percent have a degree from a Top 10 US Ranked University,
while only thirty-seven percent of men do.
Is a Graduate Degree Holder
Eighty percent have a graduate degree versus seventy-one percent of
men. Women were more likely to get an MBA—fifty percent of the wom-
en had earned an MBA as opposed to thirty-eight percent of the men.
Only eight percent of women had earned PhDs versus twelve percent of
men.
Board Service of Women Directors:
Women represent 13% of the directors on the SV150 boards—which is
lower than the 19% of seats they fill in the SP 500.12
However, this rate
of representation varied by size of company. At SV150 companies with
revenues over $4 billion, women filled 19% of seats.
Rate of Women-Filled Seats by Company 2014 Revenue
Mariam Naficy
Mariam has been a director at Yelp
since 2014 and is also founder and
CEO of Minted, an internet based
marketplace for artists and designers.
She is age 44.
Her first entrepreneurial success
came with Eve.com, sold before she
was age 30.
Mariam graduated Williams College
with a BA in Political Economy and
worked in investment banking prior
to obtaining her MBA from Stanford’s
Graduate School of Business in 1998.
Note: this breakdown includes CEOs
Under $500M 11%
$500M – $4B 13%
Over $4B 19%
Yelp—SV#99
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Profile of a SV150 Woman
Director
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Women Directors continued...
Women serve on the majority of boards (102 of 144) in our sample
Sixty boards (42%) have only one woman director and forty-two boards
(29%) have no women members at all. The Washington Post reports that
only 2% of SP 500 boards do not have any women members.13
Thirty-nine percent of women sit on their board as the “lone
woman”
This was more likely to happen at newer IPOs where 49% of company
boards had only one woman, as opposed to boards whose IPOs were be-
fore 2010, where 39% had only one woman. However, whenever the CEO
is a woman, in all but one case the board had at least one other woman
independent director.
Women are no more likely to sit on multiple boards than men
Both men and women average 1.1 boards served per individual perform-
ing board service.
Women have served an average14
of 5 years on their board
22% percent of women-filled board seats were filled in 2014-2015, as
compared to 12% for men-filled seats. The proxy year when a currently
serving woman director was most likely to have started board service was
2013.
Boards by Number of Women Members
Patricia Russo
Patricia Russo served as Lead
Independent Director at Hewlett-
Packard from July 2014 until its
breakup into 2 public companies in
November 2015. Prior to November
2015, the Hewlett-Packard board
had 3 women board directors.
Patricia, age 62, is formerly CEO of
Lucent Technologies and its suc-
cessor, Alcatel-Lucent. She serves
on the boards of directors for
General Motors, Merck  Co, and
ALCOA.
Patricia has an MBA from the Har-
vard Business School.
After the HP split in November
2015, Patricia will serve as Chair-
man of the new Hewlett Packard
Enterprise.
9
Boards with 2 women
Boards with 1 woman
Boards with no women
Boards
with 3
women
33
60
42
Hewlett-Packard—SV#2
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Profile of a SV150 Woman
Director
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Women receive higher board compensation than the men
The average compensation for women directors is $300,483 versus
$283,804 for men. A significant factor in why women’s average compen-
sation is higher than men’s is size of company served. The largest SV150
companies offered 67% more compensation per seat than the smallest
companies. Women’s seats were 33% likely to be at one of the largest
SV150 companies, as opposed to men’s seats which were only 22% likely
to be so, which heavily impacted the calculation of average compensa-
tion.
Women are poorly represented in leadership positions on the board
Women make up a low percentage of leaders—less than 13% of the CEOs,
Chairmen, and LIDs. The one role which is the exception is committee
chairmen, of which they represent 13.8% (see graph below).
The most likely role for women directors is as member of the audit
committee
We tallied committee assignments by gender and found 48% of women
directors serve on the board audit committee (as opposed to only 38% of
men), 40% serve on nom  gov, and 33% serve on compensation.15
Men
had more even rates of membership across the three committees (38%
on audit, 39% on compensation, 36% on nom  gov). This disparity may
reflect the current population of experienced business women available
for board service, in which there are seemingly more women with back-
grounds as accounting partners, CPAs and CFOs than there are women
with other C-Suite experience in technology. We speculate that if the
available pool of experienced women with non-finance C-Suite back-
grounds in technology were to grow faster than the pool of women with
finance backgrounds, the assignments of women to committees might
become more evenly distributed.
Women’s Rate of Leadership on Boards
Andrea Jung
Andrea Jung is director at Apple,
where she has served on the board
since 2008. Apple has 2 women
board directors.
Andrea, age 56, is formerly CEO of
Avon Products. She was the first fe-
male CEO and Chairman of Avon.
Andrea is currently CEO of Grameen
America, a nonprofit microfinance
organization. She is a graduate of
Princeton University.
Women Directors continued...
All Seats 153 women 13.2%
Average Seat
Representation
13.2%
13.8%
12.1%
2.9%
2.5%
5.5%
Committee Chairs 62 women
LIDs 7 women
Chairmen 4 women
Founders 2 women
CEOs 8 women
Apple—SV#1
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Profile of a SV150 Woman
Director
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Board Diversity of Thought
What Is Board Diversity?
“Boards that don’t have any diversity can be unattractive to new board
candidates,” according to report advisor Kambiz Hooshmand, an expe-
rienced SV150 CEO and director who is currently Chairman at Infinera
(SV#74). “People want to join a board where there are constructive differ-
ences in perspective,” he added.
Diversity of thought on boards was valued by the directors we inter-
viewed. While diversity of thought cannot readily be measured, we dis-
cuss several relevant demographic and service-related factors below.
Country  Culture of Origin
One feature of diversity of thought rarely discussed, perhaps because
there is no domestically based special interest group to champion it, is
the rate of participation of foreign born directors. An unusually high num-
ber of successful tech entrepreneurs have been found to be foreign born
(see ‘Welcome to the Unicorn Club, 2015; Learning from Billion-Dollar
Companies’).16
In our dataset we found that 40% of founders sitting on
SV150 boards were foreign in origin, with China (inclusive of Taiwan) and
India being the most likely countries of origin.
When you exclude founders, only 16% of board directors are foreign born.
The groups most likely to be foreign in origin were Founders (40%), CEOs
(27%), and Chairmen (21%), with significant overlap across these three
groups.
Sergey Brin
Google’s co-founder and
director Sergey Brin is from
Russia.
Jerry Yang
A co-founder of Yahoo
(SV#24), Jerry Yang is from
Taiwan. He has served as a di-
rector at Workday since 2013.
Abhijit Talwalkar
The former CEO of LSI Corpora-
tion, Abhi Talwalkar is from India
and has served on the Lam
Research board since 2011.
Foreign ‘Origin’ by
Director Type
Founders
CEOs
Chairmen
LIDs
Men
Women
15%
19%
7%
21%
27%
40%
All
Seats
18%
Google—SV#3 Workday—SV#65 Lam Research—SV#21
The photographs on this page are provided for informa-
tional purposes and do not represent an endorsement
or recommendation of this report, its opinions, authors,
advisors, or sponsors.
INSIGHTS
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Contents
Race  Ethnicity
Proxies do not assign board members to a race, and since it is difficult to
accurately assign race without the subject’s cooperation, we chose not to
report the rate of racial inclusion on SV150 boards. However in October
2014, a Rainbow PUSH Coalition survey of race on the boards of 20 major
technology companies17
reported that out of 189 directors, three were
black and one was Hispanic; they found that eleven of the 20 companies
(including Facebook, Twitter, Yahoo, eBay, Chegg, Intuit, and Google)
had no one of color on their boards. The tech sector seemed to lag other
businesses in this area, according to an Alliance for Board Diversity study
reported in USA Today, which found that in the Fortune 500, 7.4% of direc-
tors were black and 3.3% were Hispanic.18
The dialogue on racial inclusion on boards has been a call to action in the
SV150. On October 2, 2015, Apple (SV#1) announced the appointment of
an African American to its board: James Bell, former CFO of Boeing. He is
not the first African American to serve on the Apple board, but at this time
he will be the sole one. Also, in September 2015, Hewlett-Packard (SV#2 )
announced that it will add two African Americans—one each—to the new
boards that will be formed when it splits into two companies in November
2015.
James Bell
James Bell is a newly appointed
director at Apple and is the
former CFO at Boeing, He is the
second African-American to sit
on the Apple board. The first was
former National Public Radio
CEO Delano Lewis in the early
1990s.
Colin Powell
Former US Secretary of State
Colin Powell has been a director
on the board of Salesforce.com
since 2014. The October 2014
Rainbow PUSH survey on race
found Salesforce.com had two
out of the three African-Ameri-
can directors they claimed to find
serving on large tech company
boards in their survey.
Hector Garcia-Molina
Hector Garcia-Molina has been
a director at Oracle since 2001.
He is a professor at Stanford
University in the departments of
Computer Science and Electri-
cal Engineering. He is the only
SV150 director we found known
to be born in Mexico.
Board Diversity of Thought continued...
Hispanics
Hispanics
Blacks
Asians
Asians
Asians
All
Employees Executives
Board
Directors
35%
22%
5%
Racial Breakdown for 1019
Large
SV150 Companies in 2014
Apple—SV#1 Oracle—SV#6 Salesforce.com—SV#20
The photographs on this page are provided for informa-
tional purposes and do not represent an endorsement
or recommendation of this report, its opinions, authors,
advisors, or sponsors.
25 of 39
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Contents
Board Diversity of Thought continued...
Age
Board directors need to show maturity of thought as well as indepen-
dence, so years of business and life experience have value. However,
being older is not necessarily the same as having more to contribute.
“I think it is important to recruit directors under age 45 to get a more risk-
tolerant mindset as well as relevance to RD,” suggests report advisor
Robin Abrams. “This is the demographic I am most interested in recruiting
to boards.”
SV150 boards are not particularly diverse along the dimension of age. The
average director is age 59, and 83% of directors are older than age 50.
Only 6% of seats are filled by directors under age 45.
Extended Board Tenure
Tenure on a board can be an asset, especially in a tech company. “In
technology companies, since it takes longer to understand the cadence
of the business, it takes longer for a new board member to make a
strategic contribution,” according to report advisor Kambiz Hooshmand.
“For the first few years on the board, the director is learning the business.
However, after a period of some years,” he continued “the director runs
out of new ideas, and it is time to refresh the board.”
On SV150 boards, 27% of seats are filled by directors who have served
over ten years. At 46 companies in the SV150, there were three or more
non-CEO directors with over ten years of tenure on the board. On boards
with such a heavy dose of experience, despite its potential benefits, it
is critically important to pay attention to the refreshment rate of board
membership.
Report advisor David Larcker, professor and governance expert at Stan-
ford University, asked the question: “Is someone who has been on the
board over ten years likely to show independence of thought, or are they
more likely to have adopted existing management paradigms for the
business?”
SV150 Director Age Breakdown
John ‘Jed’ York
At age 35, John “Jed” York is one of
the youngest directors we found in
the SV150 proxies. He has served
on the Chegg board since 2013,
and is the CEO of the San Fran-
cisco 49ers. Chegg is an education
software platform.
Seats by Age Bracket
71–up
66–70
61–65
56–60
51–55
46–50
45under
127
179178
271
209
126
66
Chegg—SV#115
The photograph above is provided for informational
purposes and does not represent an endorsement or
recommendation of this report, its opinions, authors,
advisors, or sponsors.
INSIGHTS
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Contents
While no one knows for sure if having women on tech boards contributes
to company success, some studies support this conclusion. According to
a recently released study by global accounting firm Grant Thornton, titled
“Women in Business: the Value of Diversity,”20
SP 500 companies com-
mitted to diversity outperformed rivals by nearly 2%. The report’s authors
claimed American publically traded companies with all-male executive
boards missed out on $567 billion in 2014. However, for purposes of this
study, we do not have any means of directly addressing the value cre-
ation potential of having more women on SV150 boards.
What is clear is the dialogue about women’s “under representation” on
boards is having an impact on recruiting women to boards. In 2014-15,
women-filled seats represented 22% of the total new SV150 board ap-
pointees. Of these appointments, 39% became the lone (we assume first
in most cases) woman on the board, which is something of a mixed suc-
cess—if these boards stop at one woman on the board at any one time,
the natural tendency of women’s representation on boards in the SV150
will remain at roughly the current 13% (since one woman on a board of
eight members—the average of the SV150—will represent 13% of the
board).
Our study cannot predict which types of diversity are most valuable to
boards or shareholders. We do feel safe in recommending, however, that
tech boards facing the swiftly changing marketplaces of today should
systematically refresh the membership of their boards in order to prevent
the entrenchment of old ideas and business models.
Sheryl Sandberg
Sheryl Sandberg is COO of Facebook
and has served as an inside director
since 2012.
Carol Bartz
Carol Bartz is Lead Independent
Director at Cisco Systems and former
CEO of both Yahoo (SV#24) and
Autodesk.
Diane Greene
Diane Greene is a director at Google
(now Alphabet), and Intuit (SV#25). She
was a founder of VMware (SV#17) and
its CEO from 1998 until 2008.
In Conclusion
Board Diversity of Thought continued...
Gender
All
Employees Executives
Board
Directors
29%
19%
21%
Women by Level at 1119
Large
SV150 Companies in 2014
Facebook—SV#10 Cisco—SV#5 Google—SV#3
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tional purposes and do not represent an endorsement
or recommendation of this report, its opinions, authors,
advisors, or sponsors.
27 of 39
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Contents
Dual Class Stock Structure
How would you feel if you discovered that in the next election some citi-
zens had ten times the voting power of other citizens? These “super-
voters” would have a bigger say in deciding the outcome of elections.
Well, in at least eleven SV150 companies, there are in fact “super-voters”
whose control over a separate class of stock confers disproportionate vot-
ing rights. These companies have a “dual class stock structure” in which
the voters of the “super-vote” class of stock have many multiples (usually
ten times) the voting power accorded to voters of other classes of stock.
The stock class with favorable voting rights typically does not trade in the
market, but is instead controlled by insiders, founders, or other sharehold-
ers friendly to management.
Google (SV#3), Facebook (SV#10), LinkedIn (SV#37), GoPro (SV#51), and
an increasing number of other SV150 companies utilize this structure to
offer founders and the pre-public owners a means to retain control over
key board decisions such as the selection of the CEO and the response to
takeover bids. The common opinion is that investors are more likely to go
along with IPOs with this stock structure when the company is being led
by a visionary founder with significant pre-public ownership upon whom
future growth expectations rest. In the set of companies with dual class
stock structures in the SV150, we found members of the board of directors
whose voting power was as high as 84% and whose percent voting power
exceeded the percent of stock actually owned by greater than 40%.
The Wall Street Journal21
reports that 14% of IPOs in 2015 (through August
17) are dual class in stock structure, as opposed to only 1% of IPOs in
2005. Recent tech IPOs such as Alibaba, Groupon, Zillow, Fitbit, and Box
are high-profile examples. While no one has been able to prove whether
this is predominantly a tech phenomenon, what is clear from the trend
data is that this structure is becoming increasingly popular both within
the SP 500 (where it is reported that 8% of companies are dual class in
structure) and outside the SP 500 (where the rate is reported to be 10%
and growing).22
A 2012 report from The Investor Responsibility Research Center23
found
that governance at dual class stock structure companies around audit and
review of capital expenditures was less rigorous. They also concluded that
in their sample these companies underperformed. Given that this structure
is now being used at some of the “hottest” new IPOs around, it is not going
to be easy to make that argument in the SV150; however, it is safe to say
that the directors at companies with this structure are put in an unusual
position. They represent all shareholders, but the fact of dual class stock
structure ownership means the ones whose opinions matter most in a
shareholder vote are generally serving on the board alongside them.24
SV150 Companies with Dual
Class Stock Structures
Google—SV#3
Facebook—SV#10
VMware—SV#17
(owned by EMC Corporation)
LinkedIn—SV#37
GoPro—SV#51
Dolby Labs—SV#58
Workday—SV#65
Zynga—SV#72
Yelp—SV#99
Veeva—SV#113
RingCentral—SV#131
Listed in order of SV150 rank
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Director Compensation
Company proxies are required to report the cost of director compensa-
tion in a standardized table, making it straightforward to collect and
compare these figures. The standard table dictates that compensation be
shown in four categories: cash, equity, options, and other, although not
all companies offer directors all four components. For proxy purposes,
equity and options are required to be valued at the grant date fair market
value, and depending on firm stock performance and eventual timing of
monetization, would most likely have a different actual realized value to
the director.25
Accepting the uncertainty26
inherent in this valuation of equity and op-
tions, the average5
director total compensation was $293,961. The com-
pensation type breakdown was 23% cash, 53% equity, 21% options, and
3% other. While the trend among public companies is towards equity27
and away from options, the SV150 differs from the SP 500 in the options
based portion of director comp.
Cash Compensation
The average director cash com-
pensation was $68,772. This is
the average of a wide range of
cash paid, from zero (seven SV150
companies did not report any
cash compensation to directors)
to an average of over $100,000 in
cash at several SV150 companies.
Equity Compensation
The average director equity com-
pensation was $156,357—or more
than twice the average cash value.
The purpose of compensating
directors with equity is primarily
to align director financial inter-
ests with shareholders. Equity in
the company is intended to be
held long term by the director.
Some SV150 companies require
a certain equity stake be held for
the director’s tenure and ensure
the director achieves the required
stake through equity compensa-
tion in the first several years of
board service.
Director Compensation Averages: SV#150 vs SP 500 IT Sector
Source: company proxy
tables with adjustments
Equity
$295K
SP 500 IT Sector
$294K
SV150
Equity
Options
Cash
Options
Cash
Other
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Options
The value of options in director compensation makes up 21% of the total
value, or an average of $60,359. This number tended to be much higher
at the more recent IPOs (valued at an average of $121,079 versus $40,729
at companies which went public pre 2010), and represented a bigger pro-
portion of the total value being paid to directors. Options simply under-
stood have no actual value until exercised, and can expire with no value if
the company stock price does not increase.
Director Compensation continued...
The flipside of this is that under scenarios in which the company’s future
value is much higher than the strike price of the options, the realized val-
ue of the options could represent big upside from the “nominal” value on
the grant date. While we do not know how often that happens with SV150
company director options, we speculate that the possibility
of this occurring in the SV150 is greater than amongst non
tech public companies in general, and could be an incen-
tive to directors in choosing to serve an SV150 board which
offers option based compensation over companies that do
not.
Director Compensation Averages by Era of IPO
Equity
$283K
IPOs pre 2010
$298K
New IPOs (2010 on)
Equity
Options
Cash
Options
CashSource: company proxy
tables with adjustments
Other
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Concluding Observations
The Silicon Valley is all about risk taking. Its birth can be traced to the
“traitorous eight” (see photo above) who founded Fairchild Semicon-
ductor in 1957, in an attempt to break away from the rigid rulebooks of
traditional tech employers such as IBM, Bell Labs, and Philco.
With the founding of Intel in 1968, a business super-culture formed in
Silicon Valley where failure did not brand you for life, capital was readily
available for new ventures, company loyalty was a relic of the past, and
the next big idea could come from anywhere in the company, not just the
executive suites. It is not surprising that when the unique culture of the
Silicon Valley intersects with the world of corporate governance, the deci-
sions that result can change the world.
Everything in the SV150 changes except change itself.
Tech companies blaze onto the scene in a burst of investor enthusiasm.
But the market is an unsentimental grader: of the 139 tech companies in
the San Jose Mercury News list of the Silicon Valley 150 for 2009, only
61% are still on the list five years later in 2014. That means 54 companies
disappeared. Some went away through acquisition—the largest of these
was Sun Microsystems (ranked #7 by 2009 sales) which was acquired by
Oracle in 2010. Most of the 54 limped into MA outcomes because they
failed to thrive.
From left to right:
Gordon Moore
C. Sheldon Roberts
Eugene Kleiner
Robert Noyce
Victor Grinich
Julius Blank
Jean Hoerni
Jay Last
(1960)
“Silicon Valley is a mindset
not a place.”
Reid Hoffman
Co-founder of LinkedIn
(SV#37)
The Traitorous Eight
Founders of Fairchild Semiconductor
©Wayne Miller / Magnum
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Concluding Observations continued...
One important agent of change in the Silicon Valley has been investor
activism. Jesse Cohn, head of US equity activism at Elliott Management,
was quoted in the Financial Times28
in 2014 saying: “Tech still remains a
club, where the view is ‘We’re different from other boards, we can have
clubby boards.’ For us, that is an opportunity.” Cohn’s firm has success-
fully targeted SV150 companies such as Riverbed Technology (SV#56—
now acquired), Informatica (SV#57—went private in a LBO), and Juniper
Networks (SV#23—which reached a deal with Elliott Management which
included adding 2 new directors to the board). In the SV150, the fast pace
of investor activism does not appear to be slowing down.
The setting for these remarkable changes is the corporate boardroom.
No matter how you look at it, SV150 boards have had a busy 2015. We
list some highlights of their 2015 agenda in the sidebar. In recent months
the boards of the SV150 have been overseeing an unprecedented level
of structural and strategic change. In light of this, the quality of SV150
boards and their decision making will have a far-reaching impact on the
landscape of the Silicon Valley going forward.
In my professional life I have often compared the Silicon Valley to Flor-
ence under the Medici: as that great city was during the Renaissance, so
today the Silicon Valley is the setting for a great flowering of talent, capi-
tal, and an expansion of humankind’s capabilities through new technolo-
gies. With this study, we hope we have made a contribution to the dia-
logue around governance in the Silicon Valley at a critical time of change.
7 completed acquisitions of
SV150 companies
Informatica—SV#57
Riverbed Technology—SV#56
Aruba Networks—SV#61
Pharmacyclics—SV#69
Advent Software—SV#96
Micrel—SV#127
Thoratec—SV#88
3 spinoffs with new public com-
panies created
eBay and Paypal – officially split in
July 2015
Hewlett-Packard split into Hewlett
Packard Enterprise and HP Inc as of
Nov 1, 2015
JDSU split into Viavi and Lumentum
as of July 2015
12 CEO positions filled
Cisco Systems—SV#5
eBay—SV#8
Agilent Technologies—SV#15
NetApp—SV#16
Twitter—SV#50
Align Technology—SV# 67
Zynga—SV#72
Extreme Networks—SV#78
Ultra Clean—SV#86
Rocket Fuel—SV#95
Silver Spring Networks—SV#136
Jive Software—SV#140
2015 Board Agenda
Highlights
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Acknowledgments
The report you have read is a team effort. I want to thank my Report
Advisors for reviewing our analysis and providing their insight. They
are all unselfishly dedicated to improving board governance, and I admire
their efforts to provide an ongoing contribution to board education. Each
of our advisors has extensive leadership experience that when profiled
could easily fill pages of this report. I ask their pardon if we focus their
profiles below solely on their governance and SV150 related experience.
Report Advisors
Robin Abrams
Robin is an experienced tech executive and board director who currently
serves as director at HCL Technologies, Sierra Wireless, Lattice Semi-
conductor, and FactSetResearch Systems (and formerly as a director at
ZiLOG and Openwave Systems (now Unwired Planet) of the SV150). She
has also served as a SV150 CEO, at VeriFone Systems (SV#42) from 1998-
99, among other tech executive positions.
Kambiz Hooshmand
Kambiz is an experienced tech executive and board director who cur-
rently serves as Chairman at Infinera (SV#74). He has also served as a
SV150 CEO, at Applied Micro Circuits Corporation (SV#138) from 2005-09,
among other tech executive positions.
Charles Kissner
Charles is an experienced tech executive and board director who cur-
rently serves as Chairman at ShoreTel (SV#105), board director at Aviat
Networks (SV#109)—and its former Chairman; and director at Rambus
(SV#116). He is also a former CEO and Chairman of Stratex Networks, and
has served as a SV150 CEO, at Aviat Networks (SV#109) from 2010-11,
among other tech executive positions.
David Larcker
David holds the James Irvin Miller Professorship at the Stanford Graduate
School of Business. He is the director of the Corporate Governance Re-
search Initiative at the Stanford GSB and senior faculty of the Arthur and
Toni Rembe Rock Center for Corporate Governance at Stanford Univer-
sity.
Other Acknowledgments
I would also like to acknowledge the contributions of my staff at Loner-
gan Partners. In particular, I want to thank my firm co-founder and super-
visor of this project, Susan Lonergan; my partner, Dotty Schaffer; our sum-
mer intern, Alexandra Sudomoeva; and our report design partner, Wayne
Creekmore of Creekmore Behasa.
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SV150 Boards by the Numbers
1056 Total Board Seats
Last proxy adjusted for company website lookups
Number of companies in this study: 144
Study cutoff date: August 15, 2015
Filled by Men
Filled by Women
1025 Total Individual Directors
Men
Women
892
1003
133
153
Board Roles
CEOs
Chairmen
LIDs
Committee Chairs
Founders
146
139
58
466
81
(Oracle and Synopsys each have 2)
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Board  Director Superlatives
Largest Board
Adobe Systems (SV#27)—13 members
Smallest Board
Ubiquiti Networks (SV#75)—4 members
Oldest Board
Gilead Sciences (SV#7)—average age 71, according to age information in
last proxy
Youngest Board
Yelp (SV#99)—average age 46, according to age information in last proxy
Longest Serving Director
Alice Schwartz, founder of Bio-Rad Laboratories (SV#39)—since 1967 (48
years of service, according to information in last proxy)
Youngest Director
Mark Zuckerberg, Facebook (SV#10)—age 31
Most Female Non-CEO Directors
The following SV150 companies all have three non-CEO women direc-
tors: Google (SV#3), Cisco Systems (SV#5), Symantec (SV#13), Netflix
(SV#19), VeriFone Systems (SV#42), Netgear (SV#52), and Medivation
(SV#71)
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Footnotes
1
The Mercury News SV150 is ranked by 2014 revenues. Our dataset excluded 6 companies on
the SV150 list whose acquisitions were completed as of our study cutoff date of August 15, 2015.
This meant we said goodbye to our friend and longest serving SV150 CEO—Ray Zinn of Micrel
(SV#127). The six companies we excluded from the SV150 are: Informatica (SV#57), River-
bed Technology (SV#56), Aruba Networks (SV#61), Pharmacyclics (SV#69), Advent Software
(SV#96), and Micrel (SV#127).
2
In our study, country of origin was considered country of birth; when country of birth could not
be biographically determined, origin defaulted to country of undergraduate education-hence
the use of quotation marks around the word ‘origin.’ This methodology is believed to skew the
origin data towards countries with undergraduate offerings with international popularity, such as
the United States and the United Kingdom. However, since the period of undergraduate educa-
tion can be assumed to be a significant milestone in professional development, labeling the
country where the education was received as one’s place of ‘origin’ is not entirely unwarranted
where other information is not available.
3
Assessing the active status of directors is as much art as science, and many classifications were
difficult to make and case-by-case judgment calls were numerous. However, we did follow clear
general guidelines. Executives were considered ‘not active’ if the word ‘retired’ was part of their
primary title on the SV150 company website (e.g. John Jones, retired CEO of Tech Company)
where they serve as director, and if they were not currently employed in an executive role by
a different public company; if they were employed at a private consulting or advisory firm, at a
self-run firm, or as a private investor, their status was kept as inactive. If they were employed as
a senior executive at a for-profit private firm, as long as it did not qualify as a consulting/advisory
firm, a self-run firm, or a private investment firm, they were counted as active.
Any director whose current business activity was listed as other board service and/or non-profit
advisory work was considered ‘not active.’
If the director’s primary professional experience was in investing, consulting, or non-profit
management (that is, they were not a former senior executive at a company outside of these
categories) and if they were described as still actively employed in these fields, then their status
was counted as active.
Lastly, if the director’s primary role was as a senior executive managing a non-profit (not advisory
only) they were considered active.
4
Top 10 National University list from U.S. News  World Report website. Retrieved from: http://
colleges.usnews.rankingsandreviews.com/best-colleges/rankings/national-universities/data
5
The compensation value of all stock options and stock based awards are taken directly from
SV150 company proxies; proxy values are stated using FASB Accounting Standards Codification
Topic 718.
All compensation averages in this report were calculated excluding Jan Koum of Facebook
(SV#10), whose proxy compensation was reported as $1.9 Billion. Jan Koum is the WhatsApp co-
founder and CEO; his proxy compensation is a feature of the sale of WhatsApp to Facebook.
The average compensation computation in this report is the average of all directors receiving
greater than $0 in compensation (865 of the 1,156 seats). Of the 291 seats for which no compen-
sation was reported, many were filled by executive management whose service on the board
is not compensated beyond their executive pay. Of the rest, almost all were newly appointed
directors for whom no compensation had yet been reported.
6
Our study expanded the proxy definition of insider to include ‘ever’ insiders and all founders
(exchanges allow former employees to be classified as independent after three years since
employment have passed).
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7
Sarbanes-Oxley (2002) requires certification of company financial reports, establishment of
independent audit committees on the board, increased reporting and disclosure of stock
transactions involving management and board directors, as well as other reforms; Dodd-Frank
(2010) requires increased shareholder reporting, changes to the composition and operation of
compensation committees, and increased shareholder advisory input on compensation, among
other reforms.
8
According to reported data, under 20 SP 500 chairmen are former CEOs of the company
whose board they chair.
9
Founders were far more likely than other types of directors to have a non-US origin. See page 23
for more breakdowns.
10
Adjustments to exclude outliers were made to compute the average cost of compensation to
Chairmen, necessitating the exclusion of two Chairmen from the average. In one case, a $5 mil-
lion charitable contribution in the Chairman’s name was reported in total compensation and was
excluded from the average.
11
As of November 1, 2015, Hewlett-Packard split into two public companies: Hewlett Packard
Enterprise and HP Inc. According to company press releases, Meg Whitman will be the CEO at
Hewlett Packard Enterprise, which will have 13 directors (up from 12 at current Hewlett-Packard),
made up of 8 men and 4 women; Patricia Russo will be Chairman of the Board. Meg Whitman
will be Chairman of the Board of HP Inc, which will have 12 directors, made up of 8 men and 4
women. Dion Weisler will be CEO of HP Inc.
12
According to Catalyst. Information retrieved from: http://www.catalyst.org/knowledge/women-
sp-500-companies
13
McGregor, J. (2015, August 12). These are the 12 major companies that still don’t have women on
their boards. The Washington Post. Retrieved from https://www.washingtonpost.com/news/
on-leadership/wp/2015/08/12/these-12-major-companies-are-the-only-ones-that-still-have-
no-women-on-their-boards/ The article reports that the number of companies was at 18 ten
months before the article date, so had dropped rapidly in recent months. Information in the
article was based on Capital IQ data.
14
This average tenure calculation excludes Alice Schwartz of Bio-Rad (SV#38) and Sara Liu at Su-
per Micro Computer (SV#43), who as founders have 48 and 22 years on their boards respectively.
Because there were so few women held seats, the inclusion of these two founders skewed the
average and they were removed to more closely represent typical director tenure.
15
Numbers add to more than 100% as women sit on multiple committees.
16
Lee, A. (2015, July 18). Welcome to the Unicorn Club, 2015: Learning from Billion-Dollar Compa-
nies. TechCrunch. Retrieved from http://techcrunch.com/2015/07/18/welcome-to-the-uni-
corn-club-2015-learning-from-billion-dollar-companies/#.59ijpaw:Lhp0
17
Rainbow PUSH Coalition press release dated October 25, 2014: ‘Reverend Jesse Jackson and
Rainbow PUSH Coalition Expose Lack of Diversity.’ Retrieved from http://rainbowpush.org/
news/single/media_release_reverend_jesse_jackson_and_rainbow_push_coalition_expose_lack
Footnotes continued...
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18
Guynn, J. (2014, November 14). Survey: Few blacks, Hispanics among top tech executives. USA
Today. Retrieved from http://www.usatoday.com/story/tech/2014/11/13/c-suite-blacks-his-
panics-diversity-rainbow-push-coalition/18997021/
19
The 10 companies included in the graph “Racial Breakdown for 10 Large SV150 Companies” are:
Hewlett-Packard (SV#2), Google (SV#3), Intel (SV#4), Facebook (SV#10), Nvidia (SV#22), Yahoo
(SV#24), Intuit (SV25), LinkedIn (SV#37), Twitter (SV#50), and Yelp (SV#99).
The 11 companies included in the graph “Women by Level at 11 Large SV150 Companies” are the
same as above plus SanDisk (SV#12).
The sources for the gender and race breakdown of the categories labeled “All Employees” and
“Executives” in both these graphs are dated 2013-2014 (mostly 2014) and we make no claims that
this data reflects current 2015 breakdowns. The source used for the percentages used in the “All
Employees” and “Executives” breakdowns is company EEO-1 reports as retrieved from public
sources.
Employment by certain gender, race and ethnicity categories is reported to the US Equal
Employment Opportunity Commission on the EEO-1 report, which while not generally consid-
ered public data, has been voluntarily released by some SV150 companies. The data on these
charts represents the most recent EEO-1 report information we found available on the 11 SV150
companies listed above. While Cisco (SV#5) has also released its EEO-1 data, it was not included
in this analysis as it appeared to define executive management far more broadly than the other
companies in this grouping (the “Executives, Senior Officials and Managers” category accounted
for 13.5% of all Cisco employees; at the 11 companies in the list above, this category accounts for
only 1% of overall employment).
On the graph titled “Racial Breakdown for 10 Large SV150 Companies,” the board director break-
down by race comes from the 2014 Rainbow PUSH Coalition survey referenced in footnote 17.
On the graph titled “Women by Level at 11 Large SV150 Companies,” the board director break-
down by gender is also from the Rainbow PUSH survey, supplemented by proxy data on the
gender of board directors at SanDisk, which was not one of the companies included in the
Rainbow Push survey.
Note the Hewlett-Packard board director changes after the November split into two companies
is not reflected in this analysis. Press releases indicate each new Hewlett-Packard spun-off
board will include an African-American director. The pace of change in the demographics of
SV150 boards is rapid and this information is limited by being a snapshot in time.
20
Grant Thornton. (2015). Women in business: the value of diversity. Retrieved from http://www.
grantthornton.global/globalassets/1.-member-firms/global/insights/article-pdfs/2015/wib_
value_diversity_final_web.pdf
21
Lin, K. (2015, Aug 17). The Big Number: Share of IPOs this year with dual-class stock structures.
Wall Street Journal. Retrieved from http://www.wsj.com/articles/the-big-number-1439865699
22
Schaap, P. (2015, March 6). Piercing the once-impregnable steel veil at dual-share companies.
The Deal. Retrieved from http://www.thedeal.com/content/restructuring/piercing-the-once-
impregnable-steel-veil-at-dual-share-companies.php
23
Investor Responsibility Research Center Institute. (October 2012). Controlled Companies in the
Standard  Poor’s 1500: A Ten Year Performance and Risk Review. Retrieved from http://irrcinsti-
tute.org/wp-content/uploads/2015/09/FINAL-Controlled-Company-ISS-Report1.pdf
Footnotes continued...
INSIGHTS
38 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition
Contents
Footnotes continued...
24
There are single class stock structure companies in the SV150 where founders are reported in
proxy information to have relatively high voting power (over 10%) as well. Some examples include
Larry Ellison at Oracle and Elon Musk at Tesla Motors.
25
The compensation value of all stock options and stock based awards are valued using FASB
Accounting Standards Codification Topic 718; the exercise of stock options and vesting of stock
awards is also reported in the table “Option Exercises and Stock Vested,” and is not discussed in
this report.
26
Cost of options based compensation on date of grant using the Black-Scholes option pricing
model requires assumptions including: term, risk-free interest rate, dividend rate, and expected
volatility.
27
Pay Governance. (April 7, 2015). Viewpoint on Executive Compensation: trends in Board of
Director Compensation. Retrieved at: http://paygovernance.com/trends-in-board-of-director-
compensation/
28
Foley, S and Bradshaw, T. (2014, April 23). Activist investor Jeff Ubben urges “fix” for Silicon Valley.
Financial Times. Retrieved from http://www.ft.com/intl/cms/s/0/d4dd7dcc-ca67-11e3-bb92-
00144feabdc0.html#axzz3rEsMYJaB
Contents
LONERGAN PARTNERS INSIGHTS OCTOBER 31, 2015
INSIGHTS
Ann Mather
Google SV#3
Netflix SV#19
Shutterfly SV#59
Arista SV#77
GluMobile SV#129
Enrique Salem
FireEye SV#94
Al Gore
Apple SV#1
Bob Iger
Apple SV#1
Andrea Jung
Apple SV#1
Carol Bartz
Cisco SV#5
James Bell
Apple SV#1
Sandeep Vij
Coherent SV#62
Sergey Brin
Google SV#3
Sheryl Sandberg
Facebook SV#10
Charles Schwab
Yahoo SV#24
Sue Bostrom
Varian SV#29
Cadence SV#45
ServiceNow SV#73
RocketFuel SV#95
Marketo SV#150
Meg Whitman
Hewlett-Packard SV#2
Pierre Omidyar
ebay SV#8
Peter Thiel
Facebook SV#10
Robin Washington
Salesforce.com SV#20
Jayant Kadambi
YuMe SV#142
Marissa Mayer
Yahoo SV#24
Mark Zuckerberg
Facebook SV#10
Charles Giancarlo
ServiceNow SV#73
Arista SV#77
Imperva SV#145
John Dickson
KLA-Tencor SV#31
Jim Goetz
Palo Alto Networks SV#68
Barracuda SV#125
Nimble SV#128
Jive SV#140
Marc Andreessen
Hewlett-Packard SV#2
Facebook SV#10
Jayshree Ullal
Arista SV#77
Elon Musk
Tesla SV#8
SolarCity SV#126
Colin Powell
Salesforce.com SV#20
John Hennessy
Google SV#3
Cisco SV#5
Steve Jurvetson
Tesla SV#8
Diane Greene
Google SV#3
Intuit SV#25
Abhi Talwalker
Lam SV#21
This page is a key to the photographs of SV150 board directors on our report cover, Their photographs here and on the cover are provided for informational
purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.

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who_runs_silicon_valley-board_of_directors_edition_w17115 (1)

  • 1. INSIGHTS 1 of 1© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Who Silicon Valley Runs LONERGAN PARTNERS INSIGHTS OCTOBER 31, 2015 Board of Directors Edition In this edition, Mark Lonergan profiles the board directors of the Silicon Valley 150. INSIGHTS
  • 2. 1 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents David is a Stanford GSB Professor and Advisor to “Who Runs Silicon Valley: Board of Directors Edition” Notices The people on our cover are all members of Silicon Valley 150 boards. A key to the SV150 boards they sit on is included at the end of this report. Their photo- graphs on the cover are provided for informational purposes and do not rep- resent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors. The analyses, opinions, and perspectives herein are the sole responsibility of the author. The copyright for this report is held by Lonergan Partners. The material in this report may be reproduced and distributed without advance permission, but only if attributed. If reproduced substantially or entirely, it should include all copyright and trademark notices. For information regarding this report, contact Lonergan Partners at sgl@lonerganpartners.com Foreword “I welcome this report from Lonergan Partners in examining a relatively under-studied group of company boards and directors in the Silicon Val- ley. Their data-rich analysis will provide board directors and readers with valuable information for discussion and debate. I am pleased to have provided input and advice to this educational effort.” David Larcker “The Silicon Valley Directors Exchange is pleased to sponsor this report on the board directors of the Silicon Valley. We hope this information will be useful in understanding our local brand of high tech governance, and contribute to the efforts of SVDX to educate boards.” Sponsor Christine Russell Christine Russell is Chairman of SVDX. CFO of the Evans Analytical Group, she currently serves as audit committee chair for QuickLogic Corporation (NASDAQ:QUIK), and has held numerous other board positions for tech- nology companies as well as non-profit organizations.
  • 3. INSIGHTS 2 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Contents Foreword���������������������������������������������������������������������������������������������������������������������������������������������������������1 Contents���������������������������������������������������������������������������������������������������������������������������������������������������������2 Who Runs Silicon Valley���������������������������������������������������������������������������������������������������������������������3 Silicon Valley Board Population����������������������������������������������������������������������������������������������������4 Director Demographic Profile���������������������������������������������������������������������������������������������������������5 Board Service Profile�����������������������������������������������������������������������������������������������������������������������������6 Public Company Models��������������������������������������������������������������������������������������������������������������������8 Board Chairmen��������������������������������������������������������������������������������������������������������������������������������������11 The Board “Social Network”����������������������������������������������������������������������������������������������������������15 The CEO Board Network������������������������������������������������������������������������������������������������������������������17 SV150 Super Directors���������������������������������������������������������������������������������������������������������������������� 18 Women Directors���������������������������������������������������������������������������������������������������������������������������������� 19 Board Diversity of Thought������������������������������������������������������������������������������������������������������������23 Dual Class Stock Structure������������������������������������������������������������������������������������������������������������27 Director Compensation��������������������������������������������������������������������������������������������������������������������28 Concluding Observations���������������������������������������������������������������������������������������������������������������30 Acknowledgments������������������������������������������������������������������������������������������������������������������������������32 SV150 Boards by the Numbers��������������������������������������������������������������������������������������������������33 Board Director Superlatives�����������������������������������������������������������������������������������������������������34 Footnotes����������������������������������������������������������������������������������������������������������������������������������������������������35 Who Silicon Valley Runs
  • 4. 3 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Who Runs Silicon Valley Silicon Valley companies lead the world in innovation. Apple, Google, Hewlett-Packard, Intel, Facebook, Twitter, and eBay are household names around the world. They taught us all how to dress for work, how to lay out the office, how to post and tweet and blog—and they can also teach us about how to govern a corporation. Behind the innovation and value creation, a group of relatively anony- mous individuals are the watchdogs of trillions of dollars of market value: Silicon Valley public company boards of directors. In 2015 alone, their board decisions resulted in such diverse outcomes as the appointment of Jack Dorsey as CEO of Twitter, the spin-off of PayPal from eBay, and the acquisition of Aruba Networks by Hewlett-Packard. Our report shines a spotlight on the largely unknown world of Silicon Val- ley corporate directors. With this profile we hope to make this little known community easier to understand, and at the same time make a positive contribution to board governance in the Silicon Valley. Preview In our profile we found the boards of the Silicon Valley reflect their unique cultural and business environment. A preview of some Silicon Valley dis- tinctions we will explore in this report: • Relatively few women board directors • Widespread involvement of Stanford degree holders • Overlapping network populating Silicon Valley boards • Founder-technologists as day-to-day leaders • High concentrations of founder voting power at companies with dual class stock structures Mark is the Founder and Manag- ing Partner of Lonergan Partners, Silicon Valley’s largest indepen- dent search firm. In this role, he has advised boards of directors on leadership issues for over twenty-five years. By Mark Lonergan Mark is also President of the Silicon Valley Directors’ Exchange, a network of corporate direc- tors whose mission is to promote the education of Silicon Valley boards. SVDX programs are jointly sponsored with the Stanford Rock Center for Corporate Governance. A Profile of Silicon Valley Boards Directors Who Silicon Valley Runs
  • 5. INSIGHTS 4 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Silicon Valley Board Population Who are the board directors who run the Silicon Valley? We took as our population the 1,156 directors, both independents and insid- ers, who sit on the boards of the 1501 largest publically traded companies headquartered in the Silicon Valley. The San Jose Mercury News calls this list the Silicon Valley 150 (hereinafter simply the SV150). These companies all have headquarters in the five Bay Area counties: San Francisco, San Mateo, Santa Clara, Contra Costa, and Alameda. The Companies in the SV150 com- pete in multiple tech industries, vary in age from over fifty years old to less than one year as a public company, and span multiple revenue brackets. The SV150 Our profile looked into the backgrounds and board service of each of the 1,025 individual people in this dataset. We wanted to know—are they men or women, how old are they, where do they come from, and how were they educated? We also wanted to know how long had they served on their boards, how well were they compensated, and did they sit on other SV150 boards? Our information is all based on publically available data, from govern- ment filings (our primary source has been the DEF 14A proxy statement), the company websites, press releases, business press bios, and news articles. We did not run any “background checks” on these folks, so we only know what they have been willing to tell the world. The dataset is also a snapshot in time, with our population being directors listed on their company websites as of August 15, 2015. Changes since that date are not reflected in our data. Consumer IT Clean Tech Web IPO 2010 or later Over $4B $500M – $4B Under $500M IPO before 2010 Biotech / Health Networking Semiconductor Enterprise IT By Industry By IPO Era By 2014 Revenue Silicon Valley 150 Basic Breakdowns The 100% bars to the right provide a breakdown of 144 SV150 com- panies—six having been acquired prior to our study date.
  • 6. 5 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The typical SV150 board director: Is a man No surprise here, 1,003 of 1,156 total director seats were filled by men— that’s 87%. Is a baby boomer The average (and median) age is 59 years. That means the average direc- tor was born in 1956 under President Eisenhower, was 13 years old when men landed on the moon, and used a typewriter to write college term papers; by the time the World Wide Web was launched in 1991, they were 35 years old. Is US in “origin” 82% of directors are US in origin2 versus 73 % of SV150 CEOs. Top coun- tries of origin for non-US natives are India and the United Kingdom. Is an active executive 602 (60% with all CEOs removed) are active3 executives outside of board service. Is well educated 99.9% have an undergraduate degree. 38% of directors have a degree from a Top 10 ranked US University.4 See sidebar for number of director degrees awarded by each University in the ranking. Is a graduate degree holder 73% of directors have a graduate degree. The MBA is the most typical graduate degree with 38% of directors earning one. In total, there were 152 PhDs, 57 JDs, and 12 MDs. Director Demographic Profile The Top Ten Top 10 Ranked National Universities per US News World Report Red indicates number of degrees awarded to SV150 directors #1—Princeton University 28 #2—Harvard University 132 #3—Yale University 13 #4—Columbia University 17 #4—Stanford University 209 #4—University of Chicago 19 #7—Massachusetts Institute of Technology 19 #8—Duke University 11 #9—University of Pennsylvania 38 #10—California Institute of Technology 13 #10—Johns Hopkins University 1 Director Education Breakdown Have an Undergraduate Degree 99.9% Graduate Degree 72.7% Masters (non-MBA) 38.1% MBA 38.0% PhD 13.1% JD 4.9% MD 1.0%
  • 7. INSIGHTS 6 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Board Service Profile The typical SV150 board director: Receives average5 compensation of $293,961 This compensation is derived from the latest proxy statements and is composed of 23% cash, 53% equity, 21% options, and 3% other. The value of equity and options is the grant date fair market value. Serves with an insider6 Chairman 56% of SV150 companies have an insider Chairman. 47 companies have the current CEO as Chairman, and 26 have a former CEO serving as Chairman. Serves with a founder on the board 68 of SV150 boards had at least one founder filled seat, with an average founder tenure of 16 years on the board (this includes pre IPO tenure as well as post IPO tenure). To learn more about a founder serving on a SV150 board, see the sidebar on Jack Dorsey of Twitter. Meets with their full board 7.4 times per year This is an average of roughly once every 50 calendar days. Serves with 6 other board directors, and the CEO The average board size including the CEO is eight members. Sits on an average of 1.3 committees Each committee has a typical membership of three directors. Has served on their board 7.7 years However when CEOs, founders, and all other insiders were removed, the average tenure of an SV150 director dropped to 7.1 years. 28% were ap- pointed during the period from 2006-2010, with a peak one-year period in 2013 with 110 independent director seats filled that year. Largest SV150 Boards Jack Dorsey Jack Dorsey, age 38, newly re-appoint- ed CEO of Twitter, has served on the Twitter board in several different ca- pacities since May 2007. He co-found- ed Twitter in 2006, along with fellow board director Evan Williams, who is also a former CEO of Twitter. In Jack’s history on the board, he is a former CEO (May 2007 to October 2008 ) and also served as Chairman of the Board (October 2008 until October 2015). He is also currently the co-founder and CEO of Square, and a board member at The Walt Disney Company. Twitter—SV#50 Boards with 13 Members Adobe Systems—SV#27 Boards with 12 Members Oracle—SV#6 Nvidia—SV#22 Hewlett-Packard—SV#2 (prior to the November 1, 2015 split) Boards with 11 Members Advanced Micro Devices—SV#18 Google—SV#3 KLA-Tencor—SV#31 Lam Research—SV#21 Cisco Systems—SV#5 Salesforce.com—SV#20 Intel—SV#4 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 8. 7 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The typical SV150 board director: Joined the board after the IPO Not surprisingly, most SV150 directors (66%) joined the board after the year of the IPO. For those directors who joined prior, the average time they spent on the board prior to the IPO was just under five years. Serves on an unclassified board, but just barely Just over half the boards in the SV150 are unclassified (75 of 144), mean- ing all directors are up for re-election each term. Classification, which staggers the election of the directors across years, is seen as a means of defending a company from takeover bids, and is used more often in smaller and younger companies in the SV150, than among older and larger companies, whose size may provide them with an inherent de- fense against takeover bids. Board Service Profile continued... IPO before 2010 28% 93%New IPOs Rate of Classified Boards In SV150 Serves with directors who sit on other SV150 boards 20% of SV150 board seats are filled by directors who serve on multiple SV150 boards. 105 of these companies had at least one director who sits on another SV150 board, and a few companies had the majority of their members sitting on another SV150 board. To learn more about a director with more than one SV150 board seat, please see the sidebar on Marc Andreessen. Serves with directors who have been on the board 10+ years 105 boards had at least one member (not including the CEO) who had filled the seat more than ten years. 27% of non-CEO seats were filled by directors with over ten years of service. Marc Andreessen Marc Andreessen, age 44, sits on the boards of Facebook (SV#10) and Hewlett-Packard (SV#2), and will continue to serve on the board of Hewlett Packard Enterprise after its November 2015 split. Marc is a visionary technologist, having co-authored Mosaic, an early web browser; co-founded Netscape; and served as CTO of America Online. He was a seed investor in Facebook and an influential mentor to CEO Mark Zuckerberg during Facebook’s pre-IPO era. He is now a venture capitalist at Andreessen Horowitz with investments in such companies as skype, Box, airbnb, Lyft, Pinterest, and many others. Marc has a BS in computer science from the Univer- sity of Illinois at Urbana–Champaign. Facebook—SV#10 Hewlett-Packard—SV#2 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors. Rate of Non-CEO Directors with Over Ten Years Board Service by Company 2014 Revenue Under $500M 21% $500M – $4B 27% Over $4B 33% Average 27% of seats
  • 9. INSIGHTS 8 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Now that we have profiled the typical board, we have to admit all boards are unique. However, they tend to be different in some pre- dictable ways. The dimensions we found most useful to predict the size, composition, and make-up of SV150 boards were the size of the compa- ny (based on revenue bands), and the time elapsed since the IPO. Within the largest SV150 companies, those in the SP 500 stood out as having much in common. Here are our observations: The Mature SV150 Company in the SP 500 Thirty of the largest SV150 companies are also in the SP 500. They are all tech giants with an average $22 Billion in 2014 annual revenue, al- though within this group no company can compare to Apple, with $199.8 Billion in 2014 revenue. Their average age as companies is over 20 years. The boards at these companies come out of central casting. They are filled with statured CEOs, finance experts, academics, and former govern- ment bureaucrats—the mix dependent on how each business defines its key skill requirements. In addition: • They are most likely to be large (the average is 11 directors each), with a high degree of board structure as befits stewards of trillions of dollars of market cap. These boards are the least likely to be classified (only 4 of 30) and they also are the most likely to have more than the three standard committees. • They are the least likely to have a CEO as Chairman (only 20% of the time). • When the CEO is Chairman, they have a Lead Independent Direc- tor formally denominated. • Their directors tend to be older (the average age was 61). • They are the most likely to have multiple women members serving alongside male directors (18% of the seats at these companies are filled by women, and more than half the boards in this group have two or more women directors). SV150 Companies In the SP 500 Apple—SV#1 Hewlett-Packard—SV#2 Google—SV#3 (now Alphabet) Intel—SV#4 Cisco Systems—SV#5 Oracle—SV#6 Gilead Sciences—SV#7 eBay—SV#8 Facebook—SV#10 Applied Materials—SV#11 SanDisk—SV#12 (to be acquired by Western Digital) Symantec—SV#13 Agilent—SV#15 NetApp—SV#16 Netflix—SV#19 Salesforce.com—SV#20 Lam Research—SV#21 NVidia—SV#22 Juniper Networks —SV#23 Yahoo—SV#24 Intuit—SV#25 Electronic Arts—SV#26 Adobe Systems—SV#27 Varian Medical Systems—SV#29 KLA-Tencor—SV#31 (to be acquired by Lam Research) Equinix—SV#32 Xilinx—SV#33 Intuitive Surgical—SV#39 Altera—SV#41 (to be acquired by Intel) Linear Technology—SV#46 Public Company Models
  • 10. 9 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The Newer IPO Forty-three of SV150 companies have had an IPO since 2010. These com- panies by definition have had extraordinary growth trajectories and en- joyed high investor enthusiasm. In fact, when we looked back over 2010- 2015, an impressive roster of 42 companies hit the SV150 list the year they went public. Here are our observations: • In this group of companies, the founder is often the CEO, and the CEO is often the Chairman of the Board as well (the CEO is called a founder 40% of the time, and is Chairman 49% of the time. The CEO is also a founder and the Chairman 30% of the time). When the CEO is the Chair- man, there is a Lead Independent Director named 62% of the time. • The CEO may also enjoy significant voting power either through major- ity ownership of common stock, or through a dual class stock owner- ship structure. Two-thirds of SV150 companies with dual class stock ownership structure are among these newest IPOs (for more on this topic see page 27). • The average board size is 7.5 members, with co-founders often serving in a board capacity as well (11% of seats). The board is classified 93% of the time. • Members of these boards are younger (average age is 54). • Women are not as well represented (only 12% of seats); in fact, 13 of these 43 companies have no women directors at all, and when a woman is serving on the board she is typically the only one. These last two demographic descriptors may reflect the composition of the board during the company’s private era, when private investors manned the board of directors—Silicon Valley private investors are de- mographically younger and more male than the typical corporate board director. Young company boards are most likely still evolving. As experienced former SV150 CEO and board director Robin Abrams notes: “It is the rare private company board that prepares for its post IPO phase with more than one independent director added before it goes public.” As such, the first few years of the new board’s tenure will see opportunities to add member- ship, and potentially address issues of independence and diversity. On the following page we provide a side-by-side comparison of the two board models using Intel and Tesla Motors to illustrate each type. The 43 Newest SV150 IPOs Companies shown in green hit the SV150 in the year of their IPO 2010 Aviat Networks—SV#109 Inphi—SV#147 QuinStreet—SV#120 Tesla Motors—SV#28 2011 Guidewire Software—SV#101 Imperva—SV#145 InvenSense—SV#110 Jive Software—SV#140 LinkedIn—SV#37 NeoPhotonics—SV#114 Pandora Media—SV#60 ServiceSource—SV#121 Ubiquiti Networks—SV#75 Zeltiq Aesthetics—SV#143 Zynga—SV#72 2012 Facebook—SV#10 InfoBlox—SV#124 Palo Alto Networks—SV#68 Proofpoint—SV#135 Ruckus Wireless—SV#112 ServiceNow—SV#73 SolarCity—SV#126 Splunk—SV#91 Wageworks—SV#123 Workday—SV#65 Yelp—SV#99 2013 Barracuda Networks—SV#125 Chegg—SV#115 FireEye—SV#94 Gigamon—SV#146 Marketo—SV#150 Nimble Storage—SV#128 RingCentral—SV#131 Rocket Fuel—SV#95 Silver Spring Networks—SV#136 Twitter—SV#50 Veeva Systems—SV#113 YuMe—SV#142 2014 A10 Networks—SV#139 Arista Networks—SV#77 Coupons.com—SV#130 GoPro—SV#51 LendingClub—SV#87 Public Company Models continued...
  • 11. INSIGHTS 10 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Intel IPO 1971 SV#4 Tesla Motors IPO 2010 SV#20 Total Board Members 11 7 Chairman of the Board Andy Bryant, former Intel CFO/ CAO, since 2012 Elon Musk, founder Chairman since 2004 Lead Independent Director Susan Decker, former President of Yahoo (SV#24 ), on board since 2006 Antonio Gracias, CEO Valor, on board since 2007 CEO Brian Krzanich since 2013 Elon Musk since 2008 Classified Board No 3 classes with staggered 3 year terms Average Director Age 59 46 Average Tenure 9.6 years 7.3 years Cumulative Board Tenure 106 years 51 years Female Directors 2 1 Directors with MBAs 5 3 Directors with PhDs 2 0 Chair of Audit Committee Frank Yeary, former Global Head of MA for Citigroup Robyn Denholm, Chief Financial and Operations Officer, Juniper Net- works (SV#23) Chair of Compensation Committee David Pottruck, former CEO Charles Schwab Ira Ehrenpreis, General Partner, Technology Partners Chair of Corporate Governance and Nominating Committee David Yoffie, Professor, Harvard Business School Ira Ehrenpreis, General Partner, Technology Partners Chair of Finance Committee Charlene Barshefsky, former US Trade Representative NA Other Directors Aneel Bhusri, CEO Workday (SV#65) Brad Buss, CFO SolarCity (SV#126) John Donahoe, former CEO eBay (SV#8) Steve Jurvetson. Draper Fisher Jurvetson Reed Hunt, former Chairman of FCC Kimbal Musk, CEO of Medium, Inc and brother to Elon Musk James Plummer, Professor, Stan- ford University Side-by-Side: a Mature SP 500 Company Versus a New IPO Company Public Company Models continued...
  • 12. 11 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Chairmen are increasingly influential figures in the Silicon Valley. Legislation such as Dodd-Frank and Sarbanes- Oxley7 requiring new governance and reporting policies, especially around audit and compen- sation, has compelled many Chairmen to become increasingly directive regarding the selection of directors for their boards. That being said, their role is often misunderstood. “People sometimes believe the other directors ‘report’ to the Chairman, and they don’t,” ob- served report advisor Chuck Kissner, an experienced SV150 board direc- tor and Chairman at ShoreTel (SV#105). While the Chairman is usually very involved in board membership planning and decision making, he does not in fact act as the other directors’ boss. Many companies in the SV150 have Chairmen who are founders, or who combine their role with being the CEO. Twenty-six Chairmen are in fact what we call the Trifecta: Founder-CEO-Chairmen. They tend to be active visionary technologists with a strong personal stamp on all aspects of their company. An example is Nick Woodman of GoPro (SV#51): he is the creator of the product, founder of the company, and now its CEO-Chair- man. This lifestyle branded company is closely identified with Wood- man’s personal story. The SV150 is also distinct for the high rate8 of former CEOs serving as Chairmen. Twenty-six Chairmen are the former company CEO, and six of these are also founders. Larry Ellison, founder and former CEO of Oracle (SV#6) and its current Chairman, is an example of this. While the experi- ence base of a former CEO-Chairman may prove valuable in companies with highly complex technologies, it is also likely that his presence on the board is a complicating factor for the new CEOs and the other directors. As one of our report advisors said, “You don’t want the old CEO in the boardroom with a remote control unit over the new CEO.” Board Chairmen Reed Hastings Reed Hastings of Netflix (IPO 2002) is a Founder-CEO-Chairman. He founded the firm in 1997 offering flat rate movie rental-by-mail. Age 55, he has a MSCS in Artificial Intelligence from Stanford University. A member of the Netf- lix board since 1997, Reed has also served on the board of Facebook since 2011. Other Newsmaker Founder- CEO-Chairmen Mark Zuckerberg Facebook —SV#10 Marc Benioff Salesforce.com —SV#20 Elon Musk Tesla —SV#28 Nicholas Woodman GoPro —SV#51 Marc Pincus Zynga —SV#72 The role of Chairman varies greatly by company and individual, but in a nutshell, the Chairman makes sure the board is doing its job. Chairmen set the meeting calendar, prepare agendas, ensure key decisions are discussed and voted upon, and oversee long range membership plan- ning. They should be able to deal effectively with the CEO, perhaps even mentor him or her when necessary, and they must make sure the CEO knows what the board requires the company to do. In return, the Chairman should help the CEO get timely value from board meetings. Netflix—SV#19 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 13. INSIGHTS 12 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The Typical SV150 Chairman: Is an insider The majority (81 of 139) of SV150 Chairmen are insiders. Forty-seven are the company CEOs, and twenty-six are the former company CEO (for a total of seventy-three current and former CEOs). Of the remaining sixty- six Chairmen who never were CEO of the company, six are considered founders. There are fifty-eight independent Chairmen who are not founders or for- mer executives at the company—that’s 42% of the time. Board Chairmen continued... Not all SV150 companies have named an official chair. At 144 companies, we found only 139 chair- man roles filled by 138 individual people. When an insider, serves alongside a Lead Independent Director While there are only 58 directors called Lead Independent Director (LID) in the SV150, 52 of them serve in situations where the Chairman is an in- sider. There is often a LID when the Chairman is the current CEO (32 LIDs, or 68% of the time), former CEO (13 LIDs, or 50% of the time), or other insider (7 LIDs, or 88% of the time). Since all boards are required to have executive sessions in the absence of the CEO, boards where the CEO is Chairman typically have a LID to preside over these sessions. Chairmen: Insider Breakdown Independent Chairmen 139 Total Chairmen 81 Total Insider Chairmen Insider Chairmen Current CEO Former CEO Founder Other Former CEO - Not Founder Adobe Systems is unusual in the SV150 in that it has two Chairmen: John Warnock (left) and Charles Geschke (right). Both are founders. Adobe Systems—SV#27 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 14. 13 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The Typical SV150 Chairman: Is a man No surprise here, 97% are men. Is a baby boomer The average age is 59 years, which is same as the overall director aver- age. Is US in “origin” Eighty Percent of Chairmen are US in origin9 (versus eighty-two percent of directors overall), versus seventy-three percent of the SV150 CEOs. The country where the most foreign born Chairmen came from was China, with five, followed closely by India with four. Is well educated But not more so than directors overall. Forty-six possess an MBA, and eleven have PhDs. Chairmen were slightly less likely to have a degree from an elite school (35% versus 37% for all directors who are not chair- men). This reflects the population of founder-CEO individuals among Chairman, who were less likely to go to an elite US school (perhaps a result of both the much higher proportion of foreign born individuals among founders—40% of founders were of foreign origin—and a more risk taking/entrepreneurial mindset which might not be as credential seeking). Has educational ties to California Forty-nine Chairmen do (36%), more proportionally than all Directors who are not Chairmen (33%). Is an “active” executive Sixty-three percent are not retired, although they are unlikely to be a sitting CEO elsewhere. Only 12 Chairmen are actual sitting CEOs at other companies. One example is Kenneth Kannappan, Chairman at Mattson Technology (SV#141), who is CEO of Plantronics. Mark Zuckerberg Mark, Chairman at Facebook, is the youngest Chairman at age 31. The next youngest Chairman is Niccolo de Masi of Glu Mobile (SV#129), who as of the last proxy filing was age 34. Niccolo is also CEO of Glu Mobile. Board Chairmen continued... Elon Musk Elon Musk is Chairman at both Tesla Motors where he is CEO, and at SolarCity (SV#126), where his cousin Lyndon Rive is CEO. Tesla Motors—SV#28 Facebook—SV#10 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 15. INSIGHTS 14 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The Typical SV150 Chairman: Has spent an average of 13 years on the board and 8 as Chairman This means the average Chairman has had five years on the board before assuming Chairman responsibilities—although in the case of CEOs serv- ing as Chairmen, many (21) assumed both roles simultaneously. While as- suming both roles simultaneously could be a big challenge for someone new to the board, we found 13 independent Chairmen who assumed both roles in the same year. If assigned to a committee, most likely serves on nom gov Only 63 Chairmen had a formally assigned committee role, and the most likely place for them to serve was on nom gov, with 39 Chairmen serv- ing on this committee. Is compensated slightly higher than other directors The average10 compensation of all Chairmen who are not and never were the CEO of the company, excluding a few Chairmen with zero comp, is $301,559 (as opposed to $284,228 for all non-Chairmen). Possesses an average of 6.17% shareholder voting power Voting power of directors with greater than 1% is reported in the proxy on the table “Security Ownership of Certain Beneficial Owners and Manage- ment.” Sixty-three Chairmen of the companies in our sample appeared on these tables. The average voting power of all Chairmen, including the 76 Chairmen who were not reported in the tables, came to 6.17%. This re- flects the significant portion of Chairmen who are founders, and also the multiplying effect of SV150 companies with dual stock ownership struc- tures (see page 27). Larry Ellison Larry Ellison—founder, former CEO and Chairman of Oracle—holds the record for the longest gap (37 years) between commencing board service in 1977 and assuming the Chairman- ship of Oracle in 2014. Number of Chairmen by Voting Power Band Board Chairmen continued... Reported as Zero 1% to 10% 11% to 20% 21% to 50% Over 50% 76 43 7 7 6 Oracle—SV#6 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 16. 15 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The Board “Social Network” The boards of SV150 companies have considerable director overlap. One-in-five SV150 board seats is filled by someone who fills another SV150 board seat. This is true across all industry sectors, company sizes, and company ages. Some boards are so well-connected that more than half their members sit on another SV150 board. At LinkedIn (SV#37), four directors out of seven sit on another SV150 board. At SanDisk (SV#12), the number is six of eight. We observed that quite a few very successful companies had high rates of SV150 networked directors. The director network is broader than overlapping seats alone. Many di- rectors went to the same schools (the graduate programs of the top five schools awarded 40% of directors’ graduate degrees: Stanford, Harvard, UC Berkeley, Santa Clara, and UPenn) where no doubt even those who were not contemporaries would have developed overlapping networks of classmates, professors, mentors, and friends. The programs of the Stanford Graduate School of Business and the Harvard Business School awarded 40% of director MBAs, educating 15% of the individuals serving on SV150 boards. Undergraduate Degree Holders Graduate Degree Holders Stanford University 58 151 UC Berkeley 35 36 Harvard University 29 103 University of Michigan 25 13 Princeton University 23 5 UCLA 16 23 Santa Clara University 15 25 Cornell 15 10 University of Pennsylvania 14 24 Carnegie Mellon 6 17 MIT 3 16 Top Degree-Awarding Universities for SV150 Directors Education Fun Facts 276 SV150 directors have only an undergraduate degree Stanford awarded the highest num- ber of director PhDs: 17 Harvard awarded the highest number of director MBAs: 83 35 directors hold both undergraduate and graduate degrees from Stanford Graduates of Stanford University are represented on two out of three boards (97 of 144), continuing a pat- tern established in the early days of Silicon Valley This table illustrates the importance of California-based universities in a demographic profile of SV150 direc- tors. Overall, 35% of directors had at least one degree from a school located in California. Local education may provide an entry point for many directors into the Silicon Valley.
  • 17. INSIGHTS 16 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Is the board social network a strength or weakness of Silicon Valley? What we heard in the development of this report is that director overlap on the boards of the SV150 is a result of the unique nature of the Silicon Valley technology world. Tech markets and technologies are complex to understand, and having at least some board directors with a deep understanding of the specific technologies of their companies is considered an asset to a board. Where better to find directors with this knowledge than in the Silicon Valley itself? In addition, the culture of Silicon Valley may reject outsiders with a differ- ent style—one director we spoke to with nom gov experience put it this way: “I strongly prefer to recruit Silicon Valley based directors because the culture is a better match. We are more entrepreneurial here, less formal. People from outside the Silicon Valley can end up not working out so well.” The result is a board network of overlapping and interconnected individuals with many common demographic attributes (see section on Board Diversity starting on page 23). Three Highly Networked Directors and the boards they serve Susan Bostrom Former CMO Cisco (2007-2011) Areas of Expertise (compiled from proxy descriptions): market- ing, networking and new media, manage- ment, governance George Battle Former manager Arthur Andersen LLP and An- dersen Consulting LLP (1968-1995), former CEO Ask Jeeves (2000-2004) Areas of Expertise (compiled from proxy descriptions): public accounting and audit- ing, internet industry, corporate strategy, governance Ron Codd Former CFO Peoplesoft (1991-1998), former CEO Momentum Business Applications (1999- 2002) Areas of Expertise (compiled from proxy descriptions): finance, software, management, governance The Board “Social Network” continued... Varian Medical Systems—SV#29 Cadence Design Systems—SV#45 ServiceNow—SV#73 Rocket Fuel—SV#95 Marketo—SV#150 Netflix—SV#19 LinkedIn—SV#37 Fair Isaac—SV#63 Workday—SV#65 ServiceNow—SV#73 FireEye—SV#94 Rocket Fuel—SV#95 Veeva Systems— SV#113 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 18. 17 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents The CEO Board Network In our work in executive search, we find one of the most requested at- tributes for new board members is to be a sitting tech sector CEO. Just under 50% of the CEOs in the SV150 sit on another (usually only one) public company board. At the largest SV150 companies over $4 Billion in revenue, 11 of 28 CEOs served on other public boards, but the companies served were frequent- ly non-tech SP 500 boards such as Nike (Tim Cook of Apple), Procter Gamble (Meg Whitman of Hewlett-Packard), Wal-Mart (Marissa Mayer of Yahoo), Nordstrom (Brad Smith of Intuit) and Pfizer (Shantanu Narayen of Adobe Systems). They did not for the most part serve on boards for companies in the tech sector. In general, it was the CEOs of mid-range SV150 companies who tended to serve on other SV150 boards. And it was the smallest SV150 compa- nies that tended to benefit from external SV150 company CEOs serving on their boards (see sidebar). While the experience of serving on another public board is considered an asset for CEOs, especially if relatively inexperienced, there were few SV150 CEOs in the sample who served on more than one public com- pany board. Report advisor Robin Abrams put it this way: “As the work of board service commitments has increased, most boards have a ‘one outside board’ policy now—they want the CEO focused on their own business.” SV150 CEO External Board Service within the SV150 CEOs on external SV150 boards (by size of company where they are CEO) 1 for companies with revenues $4B 11 for companies with revenues $500M–$4B 5 for companies with revenues $500M Boards served by external CEOs (by size of company served) 5 for companies with revenues $4B 1 for companies with revenues $500M–$4B 11 for companies with revenues $500M 13 of the CFOs serving the SV150 also sit on another SV150 board, although we found only one that had a seat on his own company’s board: Bob Swan, CFO of eBay (SV#8) SV150 CEOs Serving the SV150 as Directors CEO Company Where CEO External SV150 Board Served Sanjay Mehrotra SanDisk SV#12 Cavium SV#100 Elon Musk Tesla Motors SV#28 Solar City SV#126 Thomas Werner SunPower SV#30 Silver Spring Networks SV#136 Richard Wallace KLA-Tencor SV#31 NetApp SV#16 Jeff Weiner LinkedIn SV#37 Intuit SV#25 Gary Guthart Intuitive Surgical SV#39 Affymetrix SV#106 Aart de Geus Synopsys SV#40 Applied Materials SV#11 Lothar Maier Linear Technology SV#46 Formfactor SV#122 Jeff Housenbold Shutterfly SV#59 Chegg SV#115 Aneel Bhusri Workday SV#65 Intel SV#4 Frank Slootman ServiceNow SV#73 Imperva SV#145 Greg Lang PMC-Sierra SV#84 Intersil SV#79 Keith Grossman Thoratec SV#88 Zeltiq SV#143 Peter Gassner Veeva Systems SV#113 Guidewire Software SV#101 Dan Rosensweig Chegg SV#115 Adobe Systems SV#27 William Jenkins Barracuda Networks SV#125 Nimble Storage SV#128 Anthony Bettencourt Imperva SV#145 Proofpoint SV#135
  • 19. INSIGHTS 18 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Profile of a SV150 Super Director Ann Mather is both a top SV150 Super Director (tied for first place with five total seats) and a SV150 Super Audit Chair (three seats out of her five). In addition to her audit chair assignments listed above, Ann is also a director at Shutterfly (SV#59) and Glu Mobile (SV#129). Ann’s financial expertise includes having served as CFO of Pixar from 1999-2004, as well as having held senior positions at Village Roadshow and The Walt Disney Company. Originally from England, she has a Master of Arts degree from Cambridge University and is a chartered accountant. Ann is 55 years old. SV150 Super Directors Most SV150 directors occupy only one seat (89% of individual direc- tors). However, within the subset that occupy multiple seats, there are a very few we call “SV150 Super Directors” who may fill three (15 directors), four (3 directors) or five (2 directors) seats. This person almost always has a special background or expertise, often financial in nature, which is greatly valued. A few significant investors also sit on multiple SV150 boards. Prominent Investor Directors Jim Goetz Jim Goetz of Sequoia Capital sits on the boards of four of his investment successes. His board compensation is reported as zero for all four boards. John Doerr Ted Schlein John Doerr (left) and Ted Schlein (right) of Kleiner Perkins Caufield Byers, the well known venture firm, sit on two SV150 boards each. Ron Codd ServiceNow—SV#73 FireEye—SV#94 Rocket Fuel—SV#95 Veeva Systems— SV#113) Ann Mather Google—SV#3 Netflix—SV#19 Arista Networks— SV#77 Chris Paisley Equinix—SV#32 Fortinet—SV#66 YuMe—SV#142 Dennis Powell Applied Materials —SV#11 VMware—SV#17 Intuit—SV#25 Roger Siboni Cadence Design Systems—SV#45 Dolby Laborato- ries—SV#58 Marketo—SV#150 A great audit chair is a special breed of individual. He or she works closely with the compa- ny’s finance executives, audi- tors and the General Counsel to ensure that the company’s financial statements are accu- rate and timely. The SV150 re-uses audit chairs at a high rate. Thirteen individu- als serve as audit chair on 29 different SV150 boards. The individuals most frequently seen as audit chair in the SV150 are listed to the right along with their audit chair assignments. The Super Audit Chair Palo Alto Networks—SV#68 Barracuda Networks—SV#125 Nimble Storage—SV#128 Jive Software—SV#140 Google—SV#3 Zynga—SV#72 Chegg—SV#115 Jive—SV#140 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 20. 19 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Women Directors Last year in our CEO study, only four SV150 companies were led by women CEOs. Oh what a difference a year makes! In this year’s SV150 group there are now eight women, who by definition sit on their own boards. The eight boards below with women CEOs include 17 of 153 total women-filled director seats in the SV150 as of our study date—that’s 11% of the total. Note that when a woman is CEO, there is usually at least one other woman-filled seat on the board. On November 1, 2015 Hewlett-Packard split into two new public compa- nies. The graphic on this page reflects the board as constituted as of our study date of August 15. For more information on the new boards post the Hewlett- Packard split, please see the endnotes. 11 Aside from these eight CEOs, there are 125 other individual women serv- ing on SV150 boards. These non-CEO women fill 145 seats on 102 boards. Four of these seats are held by insiders, such as Sheryl Sandberg, COO of Facebook (SV#10), who sits on her own board. The remaining 121 seats (79% of women-filled seats) are considered independent. Meg Whitman Appointed 2011 Hewlett-Packard—SV#2 Safra Catz Appointed 2014 Oracle—SV#6 Marissa Mayer Appointed 2012 Yahoo—SV#24 Lisa Su Appointed 2014 Advanced Micro Devices—SV#18 Jayshree Ullal Appointed 2008 Arista Networks—SV#77 Selina Lo Appointed 2004 Ruckus Wireless—SV#112 Kimberly Popovits Appointed 2009Genomic Health—SV#119 Elisa Steele Appointed 2015 Jive Software—SV#140 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 21. INSIGHTS 20 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Women Directors continued... Because there are so few women, we will group them all together (CEOs, insiders, and independents) in this profile of the typical woman director. The Typical Woman Director: Is younger than the men The average age for women is 57 years as opposed to 59 for men. That means the average woman director was born in 1958. The average age of the “new class” of women directors elected in 2014-15 is 54 years. Is US in “origin” Fifteen percent of women-filled seats were held by directors who were not of US origin2 as compared to nineteen percent of men-filled seats. Women not of US origin were most likely to come from Canada or the United Kingdom. Only four women directors of 125 individuals came from countries we classified as non-English speaking: 1 woman each from Israel, Taiwan, Argentina, and Japan. Is more likely to have an elite education than the men Forty-five percent have a degree from a Top 10 US Ranked University, while only thirty-seven percent of men do. Is a Graduate Degree Holder Eighty percent have a graduate degree versus seventy-one percent of men. Women were more likely to get an MBA—fifty percent of the wom- en had earned an MBA as opposed to thirty-eight percent of the men. Only eight percent of women had earned PhDs versus twelve percent of men. Board Service of Women Directors: Women represent 13% of the directors on the SV150 boards—which is lower than the 19% of seats they fill in the SP 500.12 However, this rate of representation varied by size of company. At SV150 companies with revenues over $4 billion, women filled 19% of seats. Rate of Women-Filled Seats by Company 2014 Revenue Mariam Naficy Mariam has been a director at Yelp since 2014 and is also founder and CEO of Minted, an internet based marketplace for artists and designers. She is age 44. Her first entrepreneurial success came with Eve.com, sold before she was age 30. Mariam graduated Williams College with a BA in Political Economy and worked in investment banking prior to obtaining her MBA from Stanford’s Graduate School of Business in 1998. Note: this breakdown includes CEOs Under $500M 11% $500M – $4B 13% Over $4B 19% Yelp—SV#99 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors. Profile of a SV150 Woman Director
  • 22. 21 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Women Directors continued... Women serve on the majority of boards (102 of 144) in our sample Sixty boards (42%) have only one woman director and forty-two boards (29%) have no women members at all. The Washington Post reports that only 2% of SP 500 boards do not have any women members.13 Thirty-nine percent of women sit on their board as the “lone woman” This was more likely to happen at newer IPOs where 49% of company boards had only one woman, as opposed to boards whose IPOs were be- fore 2010, where 39% had only one woman. However, whenever the CEO is a woman, in all but one case the board had at least one other woman independent director. Women are no more likely to sit on multiple boards than men Both men and women average 1.1 boards served per individual perform- ing board service. Women have served an average14 of 5 years on their board 22% percent of women-filled board seats were filled in 2014-2015, as compared to 12% for men-filled seats. The proxy year when a currently serving woman director was most likely to have started board service was 2013. Boards by Number of Women Members Patricia Russo Patricia Russo served as Lead Independent Director at Hewlett- Packard from July 2014 until its breakup into 2 public companies in November 2015. Prior to November 2015, the Hewlett-Packard board had 3 women board directors. Patricia, age 62, is formerly CEO of Lucent Technologies and its suc- cessor, Alcatel-Lucent. She serves on the boards of directors for General Motors, Merck Co, and ALCOA. Patricia has an MBA from the Har- vard Business School. After the HP split in November 2015, Patricia will serve as Chair- man of the new Hewlett Packard Enterprise. 9 Boards with 2 women Boards with 1 woman Boards with no women Boards with 3 women 33 60 42 Hewlett-Packard—SV#2 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors. Profile of a SV150 Woman Director
  • 23. INSIGHTS 22 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Women receive higher board compensation than the men The average compensation for women directors is $300,483 versus $283,804 for men. A significant factor in why women’s average compen- sation is higher than men’s is size of company served. The largest SV150 companies offered 67% more compensation per seat than the smallest companies. Women’s seats were 33% likely to be at one of the largest SV150 companies, as opposed to men’s seats which were only 22% likely to be so, which heavily impacted the calculation of average compensa- tion. Women are poorly represented in leadership positions on the board Women make up a low percentage of leaders—less than 13% of the CEOs, Chairmen, and LIDs. The one role which is the exception is committee chairmen, of which they represent 13.8% (see graph below). The most likely role for women directors is as member of the audit committee We tallied committee assignments by gender and found 48% of women directors serve on the board audit committee (as opposed to only 38% of men), 40% serve on nom gov, and 33% serve on compensation.15 Men had more even rates of membership across the three committees (38% on audit, 39% on compensation, 36% on nom gov). This disparity may reflect the current population of experienced business women available for board service, in which there are seemingly more women with back- grounds as accounting partners, CPAs and CFOs than there are women with other C-Suite experience in technology. We speculate that if the available pool of experienced women with non-finance C-Suite back- grounds in technology were to grow faster than the pool of women with finance backgrounds, the assignments of women to committees might become more evenly distributed. Women’s Rate of Leadership on Boards Andrea Jung Andrea Jung is director at Apple, where she has served on the board since 2008. Apple has 2 women board directors. Andrea, age 56, is formerly CEO of Avon Products. She was the first fe- male CEO and Chairman of Avon. Andrea is currently CEO of Grameen America, a nonprofit microfinance organization. She is a graduate of Princeton University. Women Directors continued... All Seats 153 women 13.2% Average Seat Representation 13.2% 13.8% 12.1% 2.9% 2.5% 5.5% Committee Chairs 62 women LIDs 7 women Chairmen 4 women Founders 2 women CEOs 8 women Apple—SV#1 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors. Profile of a SV150 Woman Director
  • 24. 23 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Board Diversity of Thought What Is Board Diversity? “Boards that don’t have any diversity can be unattractive to new board candidates,” according to report advisor Kambiz Hooshmand, an expe- rienced SV150 CEO and director who is currently Chairman at Infinera (SV#74). “People want to join a board where there are constructive differ- ences in perspective,” he added. Diversity of thought on boards was valued by the directors we inter- viewed. While diversity of thought cannot readily be measured, we dis- cuss several relevant demographic and service-related factors below. Country Culture of Origin One feature of diversity of thought rarely discussed, perhaps because there is no domestically based special interest group to champion it, is the rate of participation of foreign born directors. An unusually high num- ber of successful tech entrepreneurs have been found to be foreign born (see ‘Welcome to the Unicorn Club, 2015; Learning from Billion-Dollar Companies’).16 In our dataset we found that 40% of founders sitting on SV150 boards were foreign in origin, with China (inclusive of Taiwan) and India being the most likely countries of origin. When you exclude founders, only 16% of board directors are foreign born. The groups most likely to be foreign in origin were Founders (40%), CEOs (27%), and Chairmen (21%), with significant overlap across these three groups. Sergey Brin Google’s co-founder and director Sergey Brin is from Russia. Jerry Yang A co-founder of Yahoo (SV#24), Jerry Yang is from Taiwan. He has served as a di- rector at Workday since 2013. Abhijit Talwalkar The former CEO of LSI Corpora- tion, Abhi Talwalkar is from India and has served on the Lam Research board since 2011. Foreign ‘Origin’ by Director Type Founders CEOs Chairmen LIDs Men Women 15% 19% 7% 21% 27% 40% All Seats 18% Google—SV#3 Workday—SV#65 Lam Research—SV#21 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 25. INSIGHTS 24 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Race Ethnicity Proxies do not assign board members to a race, and since it is difficult to accurately assign race without the subject’s cooperation, we chose not to report the rate of racial inclusion on SV150 boards. However in October 2014, a Rainbow PUSH Coalition survey of race on the boards of 20 major technology companies17 reported that out of 189 directors, three were black and one was Hispanic; they found that eleven of the 20 companies (including Facebook, Twitter, Yahoo, eBay, Chegg, Intuit, and Google) had no one of color on their boards. The tech sector seemed to lag other businesses in this area, according to an Alliance for Board Diversity study reported in USA Today, which found that in the Fortune 500, 7.4% of direc- tors were black and 3.3% were Hispanic.18 The dialogue on racial inclusion on boards has been a call to action in the SV150. On October 2, 2015, Apple (SV#1) announced the appointment of an African American to its board: James Bell, former CFO of Boeing. He is not the first African American to serve on the Apple board, but at this time he will be the sole one. Also, in September 2015, Hewlett-Packard (SV#2 ) announced that it will add two African Americans—one each—to the new boards that will be formed when it splits into two companies in November 2015. James Bell James Bell is a newly appointed director at Apple and is the former CFO at Boeing, He is the second African-American to sit on the Apple board. The first was former National Public Radio CEO Delano Lewis in the early 1990s. Colin Powell Former US Secretary of State Colin Powell has been a director on the board of Salesforce.com since 2014. The October 2014 Rainbow PUSH survey on race found Salesforce.com had two out of the three African-Ameri- can directors they claimed to find serving on large tech company boards in their survey. Hector Garcia-Molina Hector Garcia-Molina has been a director at Oracle since 2001. He is a professor at Stanford University in the departments of Computer Science and Electri- cal Engineering. He is the only SV150 director we found known to be born in Mexico. Board Diversity of Thought continued... Hispanics Hispanics Blacks Asians Asians Asians All Employees Executives Board Directors 35% 22% 5% Racial Breakdown for 1019 Large SV150 Companies in 2014 Apple—SV#1 Oracle—SV#6 Salesforce.com—SV#20 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 26. 25 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Board Diversity of Thought continued... Age Board directors need to show maturity of thought as well as indepen- dence, so years of business and life experience have value. However, being older is not necessarily the same as having more to contribute. “I think it is important to recruit directors under age 45 to get a more risk- tolerant mindset as well as relevance to RD,” suggests report advisor Robin Abrams. “This is the demographic I am most interested in recruiting to boards.” SV150 boards are not particularly diverse along the dimension of age. The average director is age 59, and 83% of directors are older than age 50. Only 6% of seats are filled by directors under age 45. Extended Board Tenure Tenure on a board can be an asset, especially in a tech company. “In technology companies, since it takes longer to understand the cadence of the business, it takes longer for a new board member to make a strategic contribution,” according to report advisor Kambiz Hooshmand. “For the first few years on the board, the director is learning the business. However, after a period of some years,” he continued “the director runs out of new ideas, and it is time to refresh the board.” On SV150 boards, 27% of seats are filled by directors who have served over ten years. At 46 companies in the SV150, there were three or more non-CEO directors with over ten years of tenure on the board. On boards with such a heavy dose of experience, despite its potential benefits, it is critically important to pay attention to the refreshment rate of board membership. Report advisor David Larcker, professor and governance expert at Stan- ford University, asked the question: “Is someone who has been on the board over ten years likely to show independence of thought, or are they more likely to have adopted existing management paradigms for the business?” SV150 Director Age Breakdown John ‘Jed’ York At age 35, John “Jed” York is one of the youngest directors we found in the SV150 proxies. He has served on the Chegg board since 2013, and is the CEO of the San Fran- cisco 49ers. Chegg is an education software platform. Seats by Age Bracket 71–up 66–70 61–65 56–60 51–55 46–50 45under 127 179178 271 209 126 66 Chegg—SV#115 The photograph above is provided for informational purposes and does not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 27. INSIGHTS 26 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents While no one knows for sure if having women on tech boards contributes to company success, some studies support this conclusion. According to a recently released study by global accounting firm Grant Thornton, titled “Women in Business: the Value of Diversity,”20 SP 500 companies com- mitted to diversity outperformed rivals by nearly 2%. The report’s authors claimed American publically traded companies with all-male executive boards missed out on $567 billion in 2014. However, for purposes of this study, we do not have any means of directly addressing the value cre- ation potential of having more women on SV150 boards. What is clear is the dialogue about women’s “under representation” on boards is having an impact on recruiting women to boards. In 2014-15, women-filled seats represented 22% of the total new SV150 board ap- pointees. Of these appointments, 39% became the lone (we assume first in most cases) woman on the board, which is something of a mixed suc- cess—if these boards stop at one woman on the board at any one time, the natural tendency of women’s representation on boards in the SV150 will remain at roughly the current 13% (since one woman on a board of eight members—the average of the SV150—will represent 13% of the board). Our study cannot predict which types of diversity are most valuable to boards or shareholders. We do feel safe in recommending, however, that tech boards facing the swiftly changing marketplaces of today should systematically refresh the membership of their boards in order to prevent the entrenchment of old ideas and business models. Sheryl Sandberg Sheryl Sandberg is COO of Facebook and has served as an inside director since 2012. Carol Bartz Carol Bartz is Lead Independent Director at Cisco Systems and former CEO of both Yahoo (SV#24) and Autodesk. Diane Greene Diane Greene is a director at Google (now Alphabet), and Intuit (SV#25). She was a founder of VMware (SV#17) and its CEO from 1998 until 2008. In Conclusion Board Diversity of Thought continued... Gender All Employees Executives Board Directors 29% 19% 21% Women by Level at 1119 Large SV150 Companies in 2014 Facebook—SV#10 Cisco—SV#5 Google—SV#3 The photographs on this page are provided for informa- tional purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.
  • 28. 27 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Dual Class Stock Structure How would you feel if you discovered that in the next election some citi- zens had ten times the voting power of other citizens? These “super- voters” would have a bigger say in deciding the outcome of elections. Well, in at least eleven SV150 companies, there are in fact “super-voters” whose control over a separate class of stock confers disproportionate vot- ing rights. These companies have a “dual class stock structure” in which the voters of the “super-vote” class of stock have many multiples (usually ten times) the voting power accorded to voters of other classes of stock. The stock class with favorable voting rights typically does not trade in the market, but is instead controlled by insiders, founders, or other sharehold- ers friendly to management. Google (SV#3), Facebook (SV#10), LinkedIn (SV#37), GoPro (SV#51), and an increasing number of other SV150 companies utilize this structure to offer founders and the pre-public owners a means to retain control over key board decisions such as the selection of the CEO and the response to takeover bids. The common opinion is that investors are more likely to go along with IPOs with this stock structure when the company is being led by a visionary founder with significant pre-public ownership upon whom future growth expectations rest. In the set of companies with dual class stock structures in the SV150, we found members of the board of directors whose voting power was as high as 84% and whose percent voting power exceeded the percent of stock actually owned by greater than 40%. The Wall Street Journal21 reports that 14% of IPOs in 2015 (through August 17) are dual class in stock structure, as opposed to only 1% of IPOs in 2005. Recent tech IPOs such as Alibaba, Groupon, Zillow, Fitbit, and Box are high-profile examples. While no one has been able to prove whether this is predominantly a tech phenomenon, what is clear from the trend data is that this structure is becoming increasingly popular both within the SP 500 (where it is reported that 8% of companies are dual class in structure) and outside the SP 500 (where the rate is reported to be 10% and growing).22 A 2012 report from The Investor Responsibility Research Center23 found that governance at dual class stock structure companies around audit and review of capital expenditures was less rigorous. They also concluded that in their sample these companies underperformed. Given that this structure is now being used at some of the “hottest” new IPOs around, it is not going to be easy to make that argument in the SV150; however, it is safe to say that the directors at companies with this structure are put in an unusual position. They represent all shareholders, but the fact of dual class stock structure ownership means the ones whose opinions matter most in a shareholder vote are generally serving on the board alongside them.24 SV150 Companies with Dual Class Stock Structures Google—SV#3 Facebook—SV#10 VMware—SV#17 (owned by EMC Corporation) LinkedIn—SV#37 GoPro—SV#51 Dolby Labs—SV#58 Workday—SV#65 Zynga—SV#72 Yelp—SV#99 Veeva—SV#113 RingCentral—SV#131 Listed in order of SV150 rank
  • 29. INSIGHTS 28 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Director Compensation Company proxies are required to report the cost of director compensa- tion in a standardized table, making it straightforward to collect and compare these figures. The standard table dictates that compensation be shown in four categories: cash, equity, options, and other, although not all companies offer directors all four components. For proxy purposes, equity and options are required to be valued at the grant date fair market value, and depending on firm stock performance and eventual timing of monetization, would most likely have a different actual realized value to the director.25 Accepting the uncertainty26 inherent in this valuation of equity and op- tions, the average5 director total compensation was $293,961. The com- pensation type breakdown was 23% cash, 53% equity, 21% options, and 3% other. While the trend among public companies is towards equity27 and away from options, the SV150 differs from the SP 500 in the options based portion of director comp. Cash Compensation The average director cash com- pensation was $68,772. This is the average of a wide range of cash paid, from zero (seven SV150 companies did not report any cash compensation to directors) to an average of over $100,000 in cash at several SV150 companies. Equity Compensation The average director equity com- pensation was $156,357—or more than twice the average cash value. The purpose of compensating directors with equity is primarily to align director financial inter- ests with shareholders. Equity in the company is intended to be held long term by the director. Some SV150 companies require a certain equity stake be held for the director’s tenure and ensure the director achieves the required stake through equity compensa- tion in the first several years of board service. Director Compensation Averages: SV#150 vs SP 500 IT Sector Source: company proxy tables with adjustments Equity $295K SP 500 IT Sector $294K SV150 Equity Options Cash Options Cash Other
  • 30. 29 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Options The value of options in director compensation makes up 21% of the total value, or an average of $60,359. This number tended to be much higher at the more recent IPOs (valued at an average of $121,079 versus $40,729 at companies which went public pre 2010), and represented a bigger pro- portion of the total value being paid to directors. Options simply under- stood have no actual value until exercised, and can expire with no value if the company stock price does not increase. Director Compensation continued... The flipside of this is that under scenarios in which the company’s future value is much higher than the strike price of the options, the realized val- ue of the options could represent big upside from the “nominal” value on the grant date. While we do not know how often that happens with SV150 company director options, we speculate that the possibility of this occurring in the SV150 is greater than amongst non tech public companies in general, and could be an incen- tive to directors in choosing to serve an SV150 board which offers option based compensation over companies that do not. Director Compensation Averages by Era of IPO Equity $283K IPOs pre 2010 $298K New IPOs (2010 on) Equity Options Cash Options CashSource: company proxy tables with adjustments Other
  • 31. INSIGHTS 30 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Concluding Observations The Silicon Valley is all about risk taking. Its birth can be traced to the “traitorous eight” (see photo above) who founded Fairchild Semicon- ductor in 1957, in an attempt to break away from the rigid rulebooks of traditional tech employers such as IBM, Bell Labs, and Philco. With the founding of Intel in 1968, a business super-culture formed in Silicon Valley where failure did not brand you for life, capital was readily available for new ventures, company loyalty was a relic of the past, and the next big idea could come from anywhere in the company, not just the executive suites. It is not surprising that when the unique culture of the Silicon Valley intersects with the world of corporate governance, the deci- sions that result can change the world. Everything in the SV150 changes except change itself. Tech companies blaze onto the scene in a burst of investor enthusiasm. But the market is an unsentimental grader: of the 139 tech companies in the San Jose Mercury News list of the Silicon Valley 150 for 2009, only 61% are still on the list five years later in 2014. That means 54 companies disappeared. Some went away through acquisition—the largest of these was Sun Microsystems (ranked #7 by 2009 sales) which was acquired by Oracle in 2010. Most of the 54 limped into MA outcomes because they failed to thrive. From left to right: Gordon Moore C. Sheldon Roberts Eugene Kleiner Robert Noyce Victor Grinich Julius Blank Jean Hoerni Jay Last (1960) “Silicon Valley is a mindset not a place.” Reid Hoffman Co-founder of LinkedIn (SV#37) The Traitorous Eight Founders of Fairchild Semiconductor ©Wayne Miller / Magnum
  • 32. 31 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Concluding Observations continued... One important agent of change in the Silicon Valley has been investor activism. Jesse Cohn, head of US equity activism at Elliott Management, was quoted in the Financial Times28 in 2014 saying: “Tech still remains a club, where the view is ‘We’re different from other boards, we can have clubby boards.’ For us, that is an opportunity.” Cohn’s firm has success- fully targeted SV150 companies such as Riverbed Technology (SV#56— now acquired), Informatica (SV#57—went private in a LBO), and Juniper Networks (SV#23—which reached a deal with Elliott Management which included adding 2 new directors to the board). In the SV150, the fast pace of investor activism does not appear to be slowing down. The setting for these remarkable changes is the corporate boardroom. No matter how you look at it, SV150 boards have had a busy 2015. We list some highlights of their 2015 agenda in the sidebar. In recent months the boards of the SV150 have been overseeing an unprecedented level of structural and strategic change. In light of this, the quality of SV150 boards and their decision making will have a far-reaching impact on the landscape of the Silicon Valley going forward. In my professional life I have often compared the Silicon Valley to Flor- ence under the Medici: as that great city was during the Renaissance, so today the Silicon Valley is the setting for a great flowering of talent, capi- tal, and an expansion of humankind’s capabilities through new technolo- gies. With this study, we hope we have made a contribution to the dia- logue around governance in the Silicon Valley at a critical time of change. 7 completed acquisitions of SV150 companies Informatica—SV#57 Riverbed Technology—SV#56 Aruba Networks—SV#61 Pharmacyclics—SV#69 Advent Software—SV#96 Micrel—SV#127 Thoratec—SV#88 3 spinoffs with new public com- panies created eBay and Paypal – officially split in July 2015 Hewlett-Packard split into Hewlett Packard Enterprise and HP Inc as of Nov 1, 2015 JDSU split into Viavi and Lumentum as of July 2015 12 CEO positions filled Cisco Systems—SV#5 eBay—SV#8 Agilent Technologies—SV#15 NetApp—SV#16 Twitter—SV#50 Align Technology—SV# 67 Zynga—SV#72 Extreme Networks—SV#78 Ultra Clean—SV#86 Rocket Fuel—SV#95 Silver Spring Networks—SV#136 Jive Software—SV#140 2015 Board Agenda Highlights
  • 33. INSIGHTS 32 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Acknowledgments The report you have read is a team effort. I want to thank my Report Advisors for reviewing our analysis and providing their insight. They are all unselfishly dedicated to improving board governance, and I admire their efforts to provide an ongoing contribution to board education. Each of our advisors has extensive leadership experience that when profiled could easily fill pages of this report. I ask their pardon if we focus their profiles below solely on their governance and SV150 related experience. Report Advisors Robin Abrams Robin is an experienced tech executive and board director who currently serves as director at HCL Technologies, Sierra Wireless, Lattice Semi- conductor, and FactSetResearch Systems (and formerly as a director at ZiLOG and Openwave Systems (now Unwired Planet) of the SV150). She has also served as a SV150 CEO, at VeriFone Systems (SV#42) from 1998- 99, among other tech executive positions. Kambiz Hooshmand Kambiz is an experienced tech executive and board director who cur- rently serves as Chairman at Infinera (SV#74). He has also served as a SV150 CEO, at Applied Micro Circuits Corporation (SV#138) from 2005-09, among other tech executive positions. Charles Kissner Charles is an experienced tech executive and board director who cur- rently serves as Chairman at ShoreTel (SV#105), board director at Aviat Networks (SV#109)—and its former Chairman; and director at Rambus (SV#116). He is also a former CEO and Chairman of Stratex Networks, and has served as a SV150 CEO, at Aviat Networks (SV#109) from 2010-11, among other tech executive positions. David Larcker David holds the James Irvin Miller Professorship at the Stanford Graduate School of Business. He is the director of the Corporate Governance Re- search Initiative at the Stanford GSB and senior faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford Univer- sity. Other Acknowledgments I would also like to acknowledge the contributions of my staff at Loner- gan Partners. In particular, I want to thank my firm co-founder and super- visor of this project, Susan Lonergan; my partner, Dotty Schaffer; our sum- mer intern, Alexandra Sudomoeva; and our report design partner, Wayne Creekmore of Creekmore Behasa.
  • 34. 33 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents SV150 Boards by the Numbers 1056 Total Board Seats Last proxy adjusted for company website lookups Number of companies in this study: 144 Study cutoff date: August 15, 2015 Filled by Men Filled by Women 1025 Total Individual Directors Men Women 892 1003 133 153 Board Roles CEOs Chairmen LIDs Committee Chairs Founders 146 139 58 466 81 (Oracle and Synopsys each have 2)
  • 35. INSIGHTS 34 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Board Director Superlatives Largest Board Adobe Systems (SV#27)—13 members Smallest Board Ubiquiti Networks (SV#75)—4 members Oldest Board Gilead Sciences (SV#7)—average age 71, according to age information in last proxy Youngest Board Yelp (SV#99)—average age 46, according to age information in last proxy Longest Serving Director Alice Schwartz, founder of Bio-Rad Laboratories (SV#39)—since 1967 (48 years of service, according to information in last proxy) Youngest Director Mark Zuckerberg, Facebook (SV#10)—age 31 Most Female Non-CEO Directors The following SV150 companies all have three non-CEO women direc- tors: Google (SV#3), Cisco Systems (SV#5), Symantec (SV#13), Netflix (SV#19), VeriFone Systems (SV#42), Netgear (SV#52), and Medivation (SV#71)
  • 36. 35 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Footnotes 1 The Mercury News SV150 is ranked by 2014 revenues. Our dataset excluded 6 companies on the SV150 list whose acquisitions were completed as of our study cutoff date of August 15, 2015. This meant we said goodbye to our friend and longest serving SV150 CEO—Ray Zinn of Micrel (SV#127). The six companies we excluded from the SV150 are: Informatica (SV#57), River- bed Technology (SV#56), Aruba Networks (SV#61), Pharmacyclics (SV#69), Advent Software (SV#96), and Micrel (SV#127). 2 In our study, country of origin was considered country of birth; when country of birth could not be biographically determined, origin defaulted to country of undergraduate education-hence the use of quotation marks around the word ‘origin.’ This methodology is believed to skew the origin data towards countries with undergraduate offerings with international popularity, such as the United States and the United Kingdom. However, since the period of undergraduate educa- tion can be assumed to be a significant milestone in professional development, labeling the country where the education was received as one’s place of ‘origin’ is not entirely unwarranted where other information is not available. 3 Assessing the active status of directors is as much art as science, and many classifications were difficult to make and case-by-case judgment calls were numerous. However, we did follow clear general guidelines. Executives were considered ‘not active’ if the word ‘retired’ was part of their primary title on the SV150 company website (e.g. John Jones, retired CEO of Tech Company) where they serve as director, and if they were not currently employed in an executive role by a different public company; if they were employed at a private consulting or advisory firm, at a self-run firm, or as a private investor, their status was kept as inactive. If they were employed as a senior executive at a for-profit private firm, as long as it did not qualify as a consulting/advisory firm, a self-run firm, or a private investment firm, they were counted as active. Any director whose current business activity was listed as other board service and/or non-profit advisory work was considered ‘not active.’ If the director’s primary professional experience was in investing, consulting, or non-profit management (that is, they were not a former senior executive at a company outside of these categories) and if they were described as still actively employed in these fields, then their status was counted as active. Lastly, if the director’s primary role was as a senior executive managing a non-profit (not advisory only) they were considered active. 4 Top 10 National University list from U.S. News World Report website. Retrieved from: http:// colleges.usnews.rankingsandreviews.com/best-colleges/rankings/national-universities/data 5 The compensation value of all stock options and stock based awards are taken directly from SV150 company proxies; proxy values are stated using FASB Accounting Standards Codification Topic 718. All compensation averages in this report were calculated excluding Jan Koum of Facebook (SV#10), whose proxy compensation was reported as $1.9 Billion. Jan Koum is the WhatsApp co- founder and CEO; his proxy compensation is a feature of the sale of WhatsApp to Facebook. The average compensation computation in this report is the average of all directors receiving greater than $0 in compensation (865 of the 1,156 seats). Of the 291 seats for which no compen- sation was reported, many were filled by executive management whose service on the board is not compensated beyond their executive pay. Of the rest, almost all were newly appointed directors for whom no compensation had yet been reported. 6 Our study expanded the proxy definition of insider to include ‘ever’ insiders and all founders (exchanges allow former employees to be classified as independent after three years since employment have passed).
  • 37. INSIGHTS 36 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents 7 Sarbanes-Oxley (2002) requires certification of company financial reports, establishment of independent audit committees on the board, increased reporting and disclosure of stock transactions involving management and board directors, as well as other reforms; Dodd-Frank (2010) requires increased shareholder reporting, changes to the composition and operation of compensation committees, and increased shareholder advisory input on compensation, among other reforms. 8 According to reported data, under 20 SP 500 chairmen are former CEOs of the company whose board they chair. 9 Founders were far more likely than other types of directors to have a non-US origin. See page 23 for more breakdowns. 10 Adjustments to exclude outliers were made to compute the average cost of compensation to Chairmen, necessitating the exclusion of two Chairmen from the average. In one case, a $5 mil- lion charitable contribution in the Chairman’s name was reported in total compensation and was excluded from the average. 11 As of November 1, 2015, Hewlett-Packard split into two public companies: Hewlett Packard Enterprise and HP Inc. According to company press releases, Meg Whitman will be the CEO at Hewlett Packard Enterprise, which will have 13 directors (up from 12 at current Hewlett-Packard), made up of 8 men and 4 women; Patricia Russo will be Chairman of the Board. Meg Whitman will be Chairman of the Board of HP Inc, which will have 12 directors, made up of 8 men and 4 women. Dion Weisler will be CEO of HP Inc. 12 According to Catalyst. Information retrieved from: http://www.catalyst.org/knowledge/women- sp-500-companies 13 McGregor, J. (2015, August 12). These are the 12 major companies that still don’t have women on their boards. The Washington Post. Retrieved from https://www.washingtonpost.com/news/ on-leadership/wp/2015/08/12/these-12-major-companies-are-the-only-ones-that-still-have- no-women-on-their-boards/ The article reports that the number of companies was at 18 ten months before the article date, so had dropped rapidly in recent months. Information in the article was based on Capital IQ data. 14 This average tenure calculation excludes Alice Schwartz of Bio-Rad (SV#38) and Sara Liu at Su- per Micro Computer (SV#43), who as founders have 48 and 22 years on their boards respectively. Because there were so few women held seats, the inclusion of these two founders skewed the average and they were removed to more closely represent typical director tenure. 15 Numbers add to more than 100% as women sit on multiple committees. 16 Lee, A. (2015, July 18). Welcome to the Unicorn Club, 2015: Learning from Billion-Dollar Compa- nies. TechCrunch. Retrieved from http://techcrunch.com/2015/07/18/welcome-to-the-uni- corn-club-2015-learning-from-billion-dollar-companies/#.59ijpaw:Lhp0 17 Rainbow PUSH Coalition press release dated October 25, 2014: ‘Reverend Jesse Jackson and Rainbow PUSH Coalition Expose Lack of Diversity.’ Retrieved from http://rainbowpush.org/ news/single/media_release_reverend_jesse_jackson_and_rainbow_push_coalition_expose_lack Footnotes continued...
  • 38. 37 of 39 INSIGHTS © 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents 18 Guynn, J. (2014, November 14). Survey: Few blacks, Hispanics among top tech executives. USA Today. Retrieved from http://www.usatoday.com/story/tech/2014/11/13/c-suite-blacks-his- panics-diversity-rainbow-push-coalition/18997021/ 19 The 10 companies included in the graph “Racial Breakdown for 10 Large SV150 Companies” are: Hewlett-Packard (SV#2), Google (SV#3), Intel (SV#4), Facebook (SV#10), Nvidia (SV#22), Yahoo (SV#24), Intuit (SV25), LinkedIn (SV#37), Twitter (SV#50), and Yelp (SV#99). The 11 companies included in the graph “Women by Level at 11 Large SV150 Companies” are the same as above plus SanDisk (SV#12). The sources for the gender and race breakdown of the categories labeled “All Employees” and “Executives” in both these graphs are dated 2013-2014 (mostly 2014) and we make no claims that this data reflects current 2015 breakdowns. The source used for the percentages used in the “All Employees” and “Executives” breakdowns is company EEO-1 reports as retrieved from public sources. Employment by certain gender, race and ethnicity categories is reported to the US Equal Employment Opportunity Commission on the EEO-1 report, which while not generally consid- ered public data, has been voluntarily released by some SV150 companies. The data on these charts represents the most recent EEO-1 report information we found available on the 11 SV150 companies listed above. While Cisco (SV#5) has also released its EEO-1 data, it was not included in this analysis as it appeared to define executive management far more broadly than the other companies in this grouping (the “Executives, Senior Officials and Managers” category accounted for 13.5% of all Cisco employees; at the 11 companies in the list above, this category accounts for only 1% of overall employment). On the graph titled “Racial Breakdown for 10 Large SV150 Companies,” the board director break- down by race comes from the 2014 Rainbow PUSH Coalition survey referenced in footnote 17. On the graph titled “Women by Level at 11 Large SV150 Companies,” the board director break- down by gender is also from the Rainbow PUSH survey, supplemented by proxy data on the gender of board directors at SanDisk, which was not one of the companies included in the Rainbow Push survey. Note the Hewlett-Packard board director changes after the November split into two companies is not reflected in this analysis. Press releases indicate each new Hewlett-Packard spun-off board will include an African-American director. The pace of change in the demographics of SV150 boards is rapid and this information is limited by being a snapshot in time. 20 Grant Thornton. (2015). Women in business: the value of diversity. Retrieved from http://www. grantthornton.global/globalassets/1.-member-firms/global/insights/article-pdfs/2015/wib_ value_diversity_final_web.pdf 21 Lin, K. (2015, Aug 17). The Big Number: Share of IPOs this year with dual-class stock structures. Wall Street Journal. Retrieved from http://www.wsj.com/articles/the-big-number-1439865699 22 Schaap, P. (2015, March 6). Piercing the once-impregnable steel veil at dual-share companies. The Deal. Retrieved from http://www.thedeal.com/content/restructuring/piercing-the-once- impregnable-steel-veil-at-dual-share-companies.php 23 Investor Responsibility Research Center Institute. (October 2012). Controlled Companies in the Standard Poor’s 1500: A Ten Year Performance and Risk Review. Retrieved from http://irrcinsti- tute.org/wp-content/uploads/2015/09/FINAL-Controlled-Company-ISS-Report1.pdf Footnotes continued...
  • 39. INSIGHTS 38 of 39© 2015 Lonergan Partners. Who Runs Silicon Valley: Board of Directors Edition Contents Footnotes continued... 24 There are single class stock structure companies in the SV150 where founders are reported in proxy information to have relatively high voting power (over 10%) as well. Some examples include Larry Ellison at Oracle and Elon Musk at Tesla Motors. 25 The compensation value of all stock options and stock based awards are valued using FASB Accounting Standards Codification Topic 718; the exercise of stock options and vesting of stock awards is also reported in the table “Option Exercises and Stock Vested,” and is not discussed in this report. 26 Cost of options based compensation on date of grant using the Black-Scholes option pricing model requires assumptions including: term, risk-free interest rate, dividend rate, and expected volatility. 27 Pay Governance. (April 7, 2015). Viewpoint on Executive Compensation: trends in Board of Director Compensation. Retrieved at: http://paygovernance.com/trends-in-board-of-director- compensation/ 28 Foley, S and Bradshaw, T. (2014, April 23). Activist investor Jeff Ubben urges “fix” for Silicon Valley. Financial Times. Retrieved from http://www.ft.com/intl/cms/s/0/d4dd7dcc-ca67-11e3-bb92- 00144feabdc0.html#axzz3rEsMYJaB
  • 40. Contents LONERGAN PARTNERS INSIGHTS OCTOBER 31, 2015 INSIGHTS Ann Mather Google SV#3 Netflix SV#19 Shutterfly SV#59 Arista SV#77 GluMobile SV#129 Enrique Salem FireEye SV#94 Al Gore Apple SV#1 Bob Iger Apple SV#1 Andrea Jung Apple SV#1 Carol Bartz Cisco SV#5 James Bell Apple SV#1 Sandeep Vij Coherent SV#62 Sergey Brin Google SV#3 Sheryl Sandberg Facebook SV#10 Charles Schwab Yahoo SV#24 Sue Bostrom Varian SV#29 Cadence SV#45 ServiceNow SV#73 RocketFuel SV#95 Marketo SV#150 Meg Whitman Hewlett-Packard SV#2 Pierre Omidyar ebay SV#8 Peter Thiel Facebook SV#10 Robin Washington Salesforce.com SV#20 Jayant Kadambi YuMe SV#142 Marissa Mayer Yahoo SV#24 Mark Zuckerberg Facebook SV#10 Charles Giancarlo ServiceNow SV#73 Arista SV#77 Imperva SV#145 John Dickson KLA-Tencor SV#31 Jim Goetz Palo Alto Networks SV#68 Barracuda SV#125 Nimble SV#128 Jive SV#140 Marc Andreessen Hewlett-Packard SV#2 Facebook SV#10 Jayshree Ullal Arista SV#77 Elon Musk Tesla SV#8 SolarCity SV#126 Colin Powell Salesforce.com SV#20 John Hennessy Google SV#3 Cisco SV#5 Steve Jurvetson Tesla SV#8 Diane Greene Google SV#3 Intuit SV#25 Abhi Talwalker Lam SV#21 This page is a key to the photographs of SV150 board directors on our report cover, Their photographs here and on the cover are provided for informational purposes and do not represent an endorsement or recommendation of this report, its opinions, authors, advisors, or sponsors.