Profiles in high-tech board composition.

• Author: Kristie, James

Here is how 10 bellweather technology companies have peopled their boards and structured themselves for governance oversight.

From the general overview by author Richard Kotz of the evolution of technology company boards (see page 26) and the general governance patterns uncovered by Spencer Stuart in its survey of 100 high-tech companies (page 29), we move to the very particular to conclude this examination of technology boards. On the following pages are detailed profiles of board composition and structure for 10 technology leaders. On any given day, these 10 companies can be found among the most reported on by the press, the most analyzed by Wall Street, and the most heavily traded by the investment community - as befits their bellweather status.

This mini-survey evidences some of the other general findings: smaller board size, most having less than 10 members (Microsoft at seven members as a prime example); directors skewing younger, with far fewer members 60-plus in age (Yahoo has an age 43 average); far fewer prototypical big-company CEOs as board members (even at the veteran company in this group, Intel, the CEO of British Petroleum in the only major corporate chieftain on the board); and far fewer women (e.g., no women board members of America Online, Netscape, Oracle, or 3Com). However, in looking at other data from these high-tech leaders - such as number of board meetings and committee structure - it is harder to discern major differences (and indeed, there seemingly are major similarities) with their more conventional industry brethren. The data that follows comes from the companies' current proxy and additional DIRECTORS & BOARDS research. Revenues and market values are as of year-end 1997.

America Online Inc.

Business: Provider of interactive services and content.

Founded: 1985

Went Public: 1992

Revenues: $2 billion

Market Value: $17.6 billion

Size of Board: 8

BOARD MEMBERS

Daniel F. Akerson, chairman and CEO of Nextel Communications Inc. since 1996. A former president of MCI Communications Corp. Age 48.

Stephen M. Case, co-founder of America Online and its CEO since 1993 and chairman since 1995. Started as VP of marketing in 1985. Age 39.

Frank J. Caufield, general partner of Kleiner, Perkins, Caufield & Byers, a venture capital partnership, since 1978. Age 57.

Robert J. Frankenberg, president and CEO of Encanto Networks Inc., a producer of Internet appliances, since 1997. Previously was chairman, president and CEO of Novell Inc. Age 50.

Gen. Alexander M. Haig Jr., chairman and president of Worldwide Associates Inc., an international consulting company, since 1984. Former U.S. Secretary of State and White House chief of staff. Age 72.

William N. Melton, president and CEO of CyberCash Inc., a developer of software for payments over the Internet, since 1994. Previously associated with Verifone Inc. Age 55.

Thomas Middelhoff, member since 1994 of the executive board of media company Bertelsmann AG, a joint venture partner of AOL. Becomes chairman of Bertelsmann in October 1998. Age 44.

Robert W. Pittman, president and CEO of AOL Networks since 1996. Former Time Warner executive and creator of the MTV network. Age 43.

Board Meetings: 11

Board Committees (number of meetings): Audit (6), Compensation (6), Nominating (1).

Director Compensation:

No cash compensation for board or committee meetings. Initial grants to purchase 10,000 shares of common stock, and annual option grants for 10,000 shares. Board committee members granted an additional option to purchase 5,000 shares, with each committee chairman receiving an additional 5,000 shares.

Source: Company proxy, October 1997

Bay Networks Inc.

Business: Provider of data networking products and services.

Founded: 1994 with the merger of two public companies, SynOptics Communications Inc. and Wellfleet Communications Inc.

Revenues: $2.3 billion

Market Value: $6 billion

Size of Board: 9

BOARD MEMBERS

Arthur Carr, a private investor since 1993. A former Motorola executive in the 1980s. Age 66.

Shelby H. Carter Jr., a founder of SynOptics in 1985 and its chairman until 1994. A professor at the University of Texas Graduate School of Business since 1986. Age 66.

Kathleen A. Cote, president and CEO of Computervision Corp. since 1996. Joined Computervision in 1986. Age 48.

David L. House, chairman, president and CEO of Bay Networks since joining the company in 1996. Previously was SVP and general manager of the enterprise server group at Intel Corp., where he worked for 22 years. Age 54.

John S. Lewis, a venture capitalist since 1981. A director of SynOptics since 1986. Age 51.

Andrew K. Ludwick...