Corporate Governance

2014 Compensation Governance Survey

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Shearman & Sterling LLP Director Compensation | 65 Non-Executive Chair Retainers Thirty-five of the Top 100 Companies have separated the role of chair and CEO with 21 companies retaining a non-executive chair. Eighteen of these companies pay additional compensation to the non-executive chair, up from 13 in 2013 and 14 in 2012. The non-executive chair retainers range from $275,000 to $1,025,000, which is substantially similar to 2013.* One Top 100 Company does not provide any compensation to its non-executive chair, and at two companies the chair receives the same compensation as the other directors. One Top 100 Company also retains an independent vice chair who does not receive any additional compensation. * The amounts set forth in the chart reflect the aggregate value of all cash retainers and equity awards paid to the non-executive chair, exclusive of meeting fees and other perquisites and benefits. 0 1 1 1 0 1 1 1 1 1 8 10 3 2 3 2 5 6 $300,000 or Less $300,001– 400,000 $400,001– 500,000 $600,001– 700,000 $700,001 or More $500,001– 600,000 2014 2013 2012

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