John J. Keller, Managing DirectorMember, Board of Directors Practice

Practice Leader, Technology, Media and Telecommunications June 2016

TMT Board Profile Report

TMT Board Profile Report

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TABLE OF CONTENTS

INTRODUCTION 3

CORPORATE GOVERNANCE TOPICS 4

BOARD COMPOSITION 6

SUMMARY 11

METHODOLOGY 12

F1000 TMT COMPANIES 13

ABOUT US 15

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Boards that guide strategy face a relentless challenge to make sure their companiesadapt, innovate and grow and that their leadership grasps the urgency to do so, lestthey be left behind in a rapidly evolving and ever-expanding global ecosystem.

IoT will make the development of the Internet look like a mere addition of a phonefeature such as push-to-talk. IoT will transform products, services, lifestyles, healthand education. Uber, itself an uber-disruptor, could find itself out-ubered if it missesself-pickup and driverless cars, just two features of IoT’s promised revolution.

INTRODUCTION

The Internet of Things (IoT) will change everything as we know it. Within the Technology, Media & Telecom universe, some companies, particularly those in Tech, have become disruptors, while most others face the prospect of being disrupted themselves if they’re not careful to innovate.

Boards understand they can’t allow their companies to get Ubered if they are to survive. Yet our survey ofthe public TMT companies in the Fortune 1000 shows a surprising amount of conformity in terms of boardcomposition, despite good faith efforts on the part of many boards to diversify from the standpoint ofgender, race, national origin and core experience. That isn’t to say a lot of companies don’t get it. But theircognizance of the coming IoT transformation just isn’t evidenced by most TMT board structures today.

We present Diversified’s Annual Board Review of how 120 TMT boards in the Fortune 1000 stack up.

Boards that guide strategy face a relentless challenge to make sure their companies adapt, innovate and grow and that their leadership grasps the urgency to do so...

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Length of Term Term LimitsThe classified board structure, under which directors stand for election on a staggered three-year cycle, has been challenged in recent years by shareholder activists and governance experts who prefer annual elections. One-year terms for directors can provide shareholders with the opportunity to effect change on the board during a single election cycle. Directors stand for annual elections on 102 (85%) of TMT boards.

Typically intended to provide a regularopportunity for board refreshment, termlimit policies indicate the maximum number of years or consecutive terms a board member canserve. However, establishing term limits does not appear to be a common governance practice among TMT boards. Only five boards reported imposing term limits for directors: CDW (12 years); Juniper Networks (10 years); and Frontier Communications, Sanmina, and Walt Disney (each with 15 years).

A strong governance framework ensures a board hasthe right mix of competencies and diversityamong its directors to help guide the strategy anddirection of a company and, ultimately, to enhancecompany performance, manage organizational risks,and inspire investor confidence. In this section, weexamine several current and emerging governance hot topics among the TMT companies and boards.

CORPORATE GOVERNANCE TOPICS

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Retirement Age PoliciesMandatory retirement age policies require non-employee directors to submit their resignation and decline to stand for re-election upon reaching a specified age. Mandatory retirement age policies were reported by 58 boards (48%). The median age at which directors were required to submit their resignation among the 58 boards was 72. The highest retirement age reported was 80.

Boards, valuing the experience and contributions of older members, may allow directors to continue to serve beyond retirement age when determined to be in the best interests of the company and shareholders. Among the 58 boards, 13 allowed one or more directors to continue to serve past retirement age.

Split Chairman/CEO rolesTMT boards are considering the issue of separating key leadership roles asshareholder demands have increased in recent years. CEO and chairman roles are combined on 39 (33%) boards, reflecting that there is no “one size fits all” approach to the board leadership structure.

Of the 81 boards with a separate chairman, 25 have an executive chairman, 38 have an independent chairman, 15 have a non-independent, non-executive chairman (typically the former CEO), and 3 boards do not have a chairman as of the date of the proxy statement.

CORPORATE GOVERNANCE TOPICS

91%of boards report some form of independent

leadership – whether a chairman, lead, or presiding director determined to be

independent under applicable NYSE/NASDAQ

listing standards.

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BOARD COMPOSITION

Board composition typically encompasses issues related to independence, diversity (gender, racial/ ethnic and non-U.S.), industry experience and functional backgrounds of board members. In this next section, we examine the attributes of the board and the skills and backgrounds sought after innew directors.

Board Size and Independence

A close look at board size of the TMT companies reveals there is no optimal size for a high functioning board of directors. Boards must be large enough to adequately staff key committees, such as audit and compensation, yet small enough to allow for full engagement of all members.TMT boards have, on average, 10 members. Board size ranges from a minimum of 6 to a maximum of 18 members.

Independent directors provide objective perspectives to deliberations and meet to discuss issues without management present. Among the 1,195 board members included in our study, 81%are independent and the CEO is the only non-independent director on 63 (53%) of boards.

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BOARD COMPOSITION

Gender Diversity

Racial and Ethnic Diversity

Gender diversity on corporate boards is generally associated with enhancedcustomer, employee, and investor satisfaction. Increasing female representation in the boardroom is a priority for many companies.

While 92% of boards have at least one female director, women overall account for only 17% of all directors on TMT boards. Among the 110 boards with at least one woman director, 63% have more than one. The maximum number of female directors on one board is 4.

Having racial and ethnic minority directors provides an opportunity for a board to have a diverse group of thinkers at the table who reflect the culture and make-up of the communities in which companies operate.

However, our study found low levels of minority representation and a predominance of white board members. Typically, boards are overwhelmingly composed of white members. On average, 83% of board members in our study are Caucasian, 6% are African-American, 7% are Asian/Indian, and 4% are Hispanic/Latino. Strikingly, we were unable to identify at least one minority director on 37 (31%) of boards.

Underrepresentation of women and

minorities reinforces the “pale and male” board stereotype.

17%

83%

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BOARD COMPOSITION

Global Diversity

In light of today’s global economy and marketplace, international directors are in high demand for board service. However, our findings show that only 79 (7%) of directors have a non-U.S. country of origin. This group of directors of foreign birth come from 28 different countries.

AlgeriaAustraliaBelgiumCanadaCroatiaCuracaoCyprusDenmarkEgyptFranceGermanyGreeceIranIreland

IsraelItalyLebanonMoroccoThe NetherlandsNorwayPakistanRussiaScotlandSwedenSwitzerlandTurkeyUnited KingdomUkraine

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BOARD COMPOSITION

We believe in the power of diverseperspectives. Our commitment is toattract standout leaders who bring freshthinking for organizational impact.

Age and Tenure of Independent Directors

The average age of boards varies significantly, ranging from a high of 73.4 (Cablevision) to a low of 51.4 (Sabre). Among all boards, the average age of an independent director was 62.2.

Director tenure can be relevant to the board’s performance and ideally should be periodically evaluated. Boards strive to achieve an ideal balance of newer and longer-tenured directors, to get the benefit of both fresh perspectives and extensive experience. On average, independent directors have served for 8.0 years.

New Independent Directors Profile

During proxy year 2015, more than half of TMT boards welcomed one or more new directors, with 61 boards filling 89 board seat vacancies.

Efforts to attract highly qualified women for board service resulted in 29% of TMT board seat vacancies being filled by women. Only 9 (10%) of new directors were identified as minorities.

The average age of all new independent directors was 56.5.

These directors were recommended for consideration as nominees from various sources, including other directors, the company CEO, and third-party recruiting firms.

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BOARD COMPOSITION

New Independent Director Backgrounds

So where are the largest TMT boards finding their newboardroom talent? And what types of skills and experiencedo the new directors bring to the boardroom?

Perhaps not surprisingly, a significant number of the 89 new directors are from the technology/telecommunications industry (24); with the private equity/ investments sector coming in second at 12 new directors.

With regards to functional backgrounds, CEOs and Chairman, whether currently employed or retired, are most common backgrounds, filling 38 of the 89 board seat vacancies. Executives in roles such as division president, EVP, SVP, and CIO, accounted for 25% of directors joining TMT boards.

come from the high tech and

telecom industry

are current or formerchairmen, CEOs or

presidents of publiccompanies

27%

43%

are fully-employed, while 46% are retired or not currently fully-

employed

54%

New Independent Director AttributesNumerous qualifications are considered when evaluating potential board candidates. Our study shows the most commonly cited reasons for new director nominations include: financial acumen, technology expertise, senior executive leadership experience, and knowledge of regulatory environments and governmental affairs. Technology expertise includes cloud computing, software innovation, cybersecurity issues, developing next generation products, and digital marketing strategies.

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SUMMARY

These are dynamic times in the technology, media and telecommunications industries.Faced with increased scrutiny and ever-growing, complex responsibilities, it is criticalthat companies continually evaluate the makeup of their boards to ensure the rightattributes and governance practices are in place.

Our research shows 73% of TMT boards recently utilized the services of an executive search firm and would consider doing so in the future. A relationship with a trusted board recruiter and advisor will ensure your goals for board development are met. Diversified Search can provide such advice and recruiting assistance if needed.

A relationship with a trusted board recruiter and advisor will ensure your goals for board development are met.

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The 2016 TMT Board Profile study includes 120 boards of technology, media and telecommunications U.S. public companies represented on the 2015 Fortune 1000 (referred to as “TMT Boards” throughout this report). The Fortune 1000 is an annual list compiled and published by Fortune magazine’s ranking of the top 1000 U.S. public and private corporations by gross revenue. Boards included in this year’s study are disclosed at the end of the report.

METHODOLOGY

Information for this report was taken from each company’s most recent DEF14A SEC filing as of December 31, 2015 along with corporate governance guidelines as published on company websites. Eliminated from the study were private companies and those which did not release a proxy statement for fiscal year 2015.

The term independence used throughout this report is defined under applicable NYSE/NASDAQ requirements. There are 11 controlled companies in our study. Controlled companies, under NYSE rules, are not required to have a majority of independent directors.

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TMT Board Profile Report includes the following companies:

Activision BlizzardAdobe SystemsAdvanced Micro DevicesAgilent TechnologiesAlphabet (Google)Amazon.comAMC Entertainment HoldingsAmerican Tower CorporationAmetekAmkor TechnologyAmphenol CorporationAnalog DevicesAOLAppleApplied MaterialsARRIS GroupAT&TBenchmark ElectronicsBooz Allen Hamilton HoldingBroadcom Corporation

Brocade Communications SystemsCACablevision Systems CorporationCACI InternationalCBS CorporationCDWCenturyLinkCharter CommunicationsCiena CorporationCinemark HoldingsCisco SystemsCitrix SystemsCognizant Technology Solutions Corp.Comcast CorporationCommScope HoldingsComputer Sciences CorporationCorningCrown Castle International Corp.DanaherDiebold

Discovery CommunicationsDISH Network CorporationEastman KodakeBayEchoStarElectronic ArtsEMC CorporationEquinixExpediaFacebookFrontier Communications Corp.GartnerGrouponHarris CorporationHewlett-Packard CompanyIAC/InterActiveCorpIntel CorporationIBM CorporationIntuitJabil Circuit

F1000 TMT PUBLIC COMPANIES

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TMT Board Profile Report includes the following companies:

Juniper NetworksKLA-Tencor CorporationLam Research CorporationLeidos HoldingsLevel 3 CommunicationsLexmark InternationalLiberty Interactive Corp.Liberty Media CorporationLinkedInLiveNation EntertainmentMaxim Integrated ProductsMettler-Toledo InternationalMicron TechnologyMicrosoft CorporationMotorola SolutionsNCRNetAppNews CorporationNvidia CorporationOn Semiconductor

Oracle CorporationPerkinElmerPitney BowesPlexusThe Priceline GroupQuad/GraphicsQUALCOMMR.R. Donnelley & SonsRegal Entertainment GroupRoper TechnologiesSabresalesforce.comSanDisk CorporationSanmina CorporationScience Applications Intl Corp.Scripps Networks InteractiveSkyworks SolutionsSunEdisonSymantec CorporationSynopsys

Take-Two Interactive SoftwareTeledyne TechnologiesTeradata CorporationTexas InstrumentsThermo Fisher ScientificTime WarnerTime Warner CableTribune MediaTrimble NavigationTwenty-First Century FoxUnisysVerizon CommunicationsViacomVishay IntertechnologyThe Walt Disney CompanyWestern Digital CorporationWindstream CorporationXerox CorporationXilinxYahoo!

F1000 TMT PUBLIC COMPANIES

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WHO WE ARE

For more than 40 years, the partners of Diversified Search have worked quietly and in a highly confidential manner to bring innovation, diversity and transformational senior management talent to discerning clients craving game-changers for their businesses. This is our mission, and our work has run the gamut from identifying, assessing and recruiting CEOs, Board Directors and senior leaders, who create value and grow companies, to onboarding, integration and cultural transformation.

A “Top 10” retained executive search firm in the US

Global presence in 30 countries and 51 cities

A pioneering, female-owned firm with a strong track record of assembling diverse candidate slates

Thousands of searches since founding, including CEO, Board, C-Suite and senior executive roles

A proven partner, recruiting leadership talent across the Tech & Telecom value chain

As parent of STEMconnector®, a leading tech industry relationship networking eco-system, the firm takes a well-recognized holistic approach to talent identification, development and recruitment

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Diversified has been committed to diversity since its inception. The firm was formed, in part, to promote gender diversity, giving women greater entry into executive roles. We have since expanded into a nationally recognized leader in all aspects of diversity recruiting for executive and board roles.

We have established a unique and comprehensive database and network of senior diversity leaders across industry sectors.

Our goal is to present a balanced slate of candidates on every search assignment, and monitor on a quarterly basis our team’s performance in diverse candidate pool and placement.

Of the placements made, our retention rate is the best in the industry.

DIVERSITY CAPABILITIES

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OUR UNIQUE BRAND PROMISE

We believe in the power of diverseperspectives. Our commitment is toattract standout leaders who bring freshthinking for organizational impact.

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BOARD OF DIRECTORS PRACTICE

Diversified Search has a long and impressive track record of executing Board searches for both public and private companies in all industries with a special expertise in diversity searches. As a result of 40 years in the executive search industry, we have developed networks and contacts that enable us to identify not only experienced Board members, but also individuals who meet the new and expanded criteria many Boards establish in order to meet diversity objectives.

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Diversified Search has Managing Directors who bring over 30 years of experience serving on public company Boards, and these individuals have also chaired major Board committees. Several of our Managing Directors have been recognized and received awards for their outstanding leadership on Boards over the years. Many of our Managing Directors are highly sought after speakers and thought leaders on corporate governance.

In today’s governance environment where Boards are challenged to attract Directors that are qualified to serve on public company Boards for the first time, Diversified is especially able to help these organizations identify and attract this new generation of Board talent. We utilize a consultative approach when working with our clients. We meet with each Board member to assess the needs of the Board. We work closely with the Nominating Committee to understand where the gaps are in terms of skills and experience to create a Board Member profile that is reflective of the type of leadership that is required for success on the Board. Our time is your time. Our overall goal is to develop a long term partnership.

The special combination of Diversified’s long history conducting Board Searches and the experience of its Managing Directors make us uniquely qualified to assist Boards in today’s challenging environment.

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TECHNOLOGY, MEDIA AND TELECOMMUNICATIONS PRACTICE

Our mission is to find gifted leaders, who will bring experience,fresh perspectives and value creation to our clients. We focus onthe critical infrastructure players—communication services,software, cloud businesses, data centers, devices and cyber—aswell as the CIO, IT and network management leaders who managethe technology and services these companies offer.

Our business is structured to have a most unique view into the sector and its best talent. We recruit at thetop—CEOs, the C-Suite and their reports, Digital experts, IT leaders and Board Directors—and all undergo ourstrict process of identification and validation. The talent we find must be highly versed in leveragingconvergence, communications and content. The co-mingling of these critical elements is accelerating, definingthe Tech and Telecom world today, creating a new paradigm and forcing transformation and disintermediationacross the global economy. Such requires a different kind of leader, one who can see around corners, define agreat future for a business or organization, and instill positive, creative collaboration and operational focus.

In finding these agents of change, we strive to be different, employing a multifaceted methodology, leveragingour expertise in diversity, access to unique talent pools and superior process. We perform in-depthidentification, career validation, assessment and third-party sourcing before any candidate meets a client. Oncea finalist is placed, we have already developed and are executing an onboarding plan for our client that isdesigned to ensure the placement’s success.

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Diversity is not a new initiative for us – it has been the bedrock of our firm for more than 40 years.

Search team has the corporate board experience and relevant board search experience to identify and connect with your target candidates.

We have a track record of placing diversity candidates on boards with very specific and challenging criteria.

We limit the number of board searches that we take on so the best board candidates are not being presented to other clients.

References will tell you that our high touch service outshines other firms.

WHY OUR CLIENTS CHOOSE US

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OUR BOARD SEARCH PROCESS

We are committed to collaboration and sharing benchmark candidates in the early stages of the search for immediate client engagement.

• Establish a client partnership based on clear expectations, a timeline, mutual accountabilities, and direct communication

• Speak individually with board members to ensure that we fully understand the profile and are able to answer questions from prospective board candidates

• Develop a detailed Board Member Profile and create a targeted search strategy

• Begin the research and develop the initial candidate pool aligned with the Board Member Profile

• Conduct initial screening for interest and qualifications and present a slate of candidates who meet the defined “must haves” for this specific Director seat

• Interview candidates and prepare reports for each candidate to present to nominating committee; verify education credentials

• Arrange board candidate interviews including candidate briefing and debriefing

• Assist nominating committee with evaluating candidates

• Conduct references on final candidates and coordinate the invitation to join the board

PHASE 1:

DEFINE THE PROFILE AND DEVELOP THE SEARCH STRATEGY

PHASE 2:

EXECUTE THE SEARCH STRATEGY

PHASE 3:

SELECT THE RIGHT BOARD MEMBER

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Our focus is on candidates that not only have the credentials but who also fit well into the culture and share the values of our clients.

Our process engages each and every board member in an individual conversation to ensure we understand values, board dynamics and interpersonal fit.

We admire Max De Pree’s cultural legacy and the inclusive corporate principles set forth in his book Leadership Is An Art.

We will spend time with your CEO to understand his/her vision.

ENSURING FIT WITH YOUR CULTURE & VALUES

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John J. Keller leads Diversified’s Technology, Media and Telecommunications efforts as Managing Director. He brings a perspective to his work that is most unique in our industry. John is the only veteran recruiter and advisor of CEOs, Board Directors and C-Suite leaders in the industry who has nearly two decades of recruiting, assessment and board advisory experience, as well as many highly successful years as an award-winning senior editor, reporter and television business journalist. His latest mission is to work with his partners at Diversified in continuing to grow the firm’s Tech and Telecom business, while also helping to build the most effective and trusted global brand in transformational, growth and diversity recruiting.

As a consultant and trusted advisor, John has recruited major game-changers to lead, transform, assess and integrate some of the most storied businesses in the world—from global giants to industry pioneers and mid-market companies in Tech, Telecom and Media. As a journalist, John was often the first to break major stories and lead team coverage in Technology, Media and Telecommunications for The Wall Street Journal, BusinessWeek and other major business news and TV organizations. This combination of recruiting and investigative journalism allows John to bring a special depth to his conversations with clients seeking thoughtful discussion, an experienced manager’s input and hard-nosed execution for their most strategic assignments. John’s work has produced CEO, C-Suite and Board recruits who have delivered extraordinary results—restoring brands, igniting hyper growth and creating tremendous value.

As a recruiter and global practice leader, John has been responsible for hundreds of assignments. He and his team made CTPartners the fastest growing Tech, Media and Telecom Practice among the major global search firms. Prior to this work, most notably as a senior partner for Spencer Stuart, he built the Telecom practice, while also contributing to the firm’s Tech business and helping to spearhead the firm’s CEO, Board, Assessment and Intelligence units.

John splits his time between his base in the New York office and his other office in San Francisco. He is a graduate of Baruch College.

JOHN J. KELLER

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DIVERSIFIED SEARCH BOARD PRACTICE LEADERS

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Diversified Search Board of Director's Practice team includes consultants with extensive experience, knowledge and expertise in all aspects of board recruitment.

J. Veronica BigginsHead of Board Practice

Atlanta Office

John MestepeyMiami Office

Henry (Terry) J. Scherck, IIIChicago Office

Julie KanakChicago Office

Dale E. JonesWashington, D.C.

Office

Judith M. von SeldeneckPhiladelphia Office

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Patrick ProutNew York Office

Charles KingNew York Office

John J. KellerNew York Office

Mark A. MulvanertyPhiladelphia Office

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GREAT LEADERSHIP CHANGES EVERYTHING

The status quo... Linear thinking...

These are obstacles to an evolving organization.

We offer the power of perspective, bring a diverse

view and cast a wider net for standout candidates

who will help you excel today, tomorrow and into the

future.

To get there, we go beyond conventional wisdom.