Affiliation:
We use the term affiliation to refer to an entity at which an independent director held a position either during some or all of his or her tenure as an independent director, or prior thereto, excluding independent directorships at other companies (other than that of an independent director serving as chair of a corporate board of directors).
Companies missing data:
General Motors did not have Securities and Exchange Commission (SEC) filings with this data for the years 2008 and 2009.
American Capital Agency is a Real Estate Investment Trust (REIT) formed in 2008 and, as a result, only has data for 2008 and onward. According to the company website, “American Capital Agency is externally managed and advised by American Capital AGNC Management, LLC, an indirect subsidiary of a wholly-owned portfolio company of American Capital, Ltd., or American Capital (Nasdaq: ACAS), a publicly traded private equity firm and global asset manager.”
Apple, Goldman Sachs and Walt Disney did not have SEC filings with this data for the year 2006.
Mergers:
Lincoln National acquired Jefferson-Pilot Corporation in 2006.
Merck & Co. was previously known as Schering-Plough until November 2009, when the two companies merged. According to the company’s SEC filing, “In the Merger, Schering-Plough acquired all of the shares of Old Merck, which became a wholly-owned subsidiary of Schering-Plough and was renamed Merck Sharp & Dohme Corp. (‘MSD’). Schering-Plough continued as the surviving public company and was renamed Merck & Co., Inc. (‘New Merck’ or the ‘Company’).”
Bank of New York Mellon was created in July 2007 from the merger of Bank of New York and Mellon Financial Corp. Data for prior years represents Bank of New York.
Additional information:
In 2008, Genworth Financial directors were recorded as receiving “negative compensation.” According to the company’s SEC filing, this was to “reflect a reversal in 2008 of stock-based compensation expense associated with DSUs [deferred stock units] and recognized by the company in prior years. This reversal is required under accounting rules applicable to ‘liability awards’ as a result of the decline in the price of the company’s common stock in 2008.”
In 2006, Walmart reported compensation in “share awards” instead of stock. According to the company’s SEC filing, “The number of Shares granted to each director was based on a Share price of $47.35, which was the closing price of Shares on the [New York Stock Exchange] on the grant date of June 3, 2005.” Remapping Debate multiplied the amount of shares each person received by 47.35 to get the dollar value.