Directors roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments.

• Author: Porter, Martin D.
• Position: Spencer Stuart/Directors & Boards Directors Roster

IN ITS 2002 analysis of S&P 500 company proxies, recruiting firm Spencer Stuart reports that the most in-demand outside directors were active chairmen, presidents, and CEOs, who represented 41% of executives recruited to boards last year. Retired executives represented 12% of board recruits. But new demands placed on directors by Sarbanes-Oxley and other initiatives have forced many active executives either to reconsider taking on new directorships or to relinquish their current outside board seats. Perhaps that is one reason why retired executives are becoming more of a hot commodity.

Three CEOs who have added retired executives to their companies' boards agree that many like themselves will recruit more retired executives as the number of active senior officers who are willing to serve declines. The CEOs note that retired executives have more time for board service and are valued for their influential contacts and vast experience acquired during board service when they were high-ranking officers. As one CEO put it, they have "been through it all."

Mickey Foret retired in 2002 as EVP and CFO of Northwest Airlines. He becomes the third retired executive on the 11-member URS Corp. board, where he will serve on the audit committee. URS Chairman Martin Koffel says Foret was recruited because of his experience in an industry characterized by "continual and adaptive change." Koffel says he plans to solicit Foret's advice as URS integrates several large acquisitions.

"It's harder to get a CEO because of time demands," says Koffel, who, like other CEOs, has relinquished other outside directorships during the past year to focus on his own company. He appreciates the value of experience gained from serving on outside boards, which is why he finds retired executives with varied board service in their backgrounds so appealing. "Retired executives on our board are far from disconnected," says Koffel. "We're getting a terrific cross-pollination of ideas from these executives."

Retired CEOs Paul Anderson of BHP Billiton and Kent Kresa of Northrop Grumman Corp. both recently joined Fluor Corp.'s board. Fluor Chairman Alan Boeckmann says the two were elected after Fluor's governance committee performed an extensive review of its strategic initiatives and plans for growth. The company conducted a search for business leaders with experience negotiating major U.S. government contracts and international management expertise.

"Anderson and Kresa come with outstanding reputations," raves Boeckmann, who adds that both serve on the time-consuming compensation committee. Kresa also serves on Fluor's audit committee, and Anderson serves additionally on Fluor's governance committee. "They're not so far out of the loop that they don't have active contacts," says Boeckmann, who notes that Kresa has provided Fluor's management with names of his government contacts from his time at Northrop Grumman. He adds that because Fluor recruited both executives soon after they retired, Kresa, 65, and Anderson, 57, will have many years to contribute before reaching Fluor's mandatory retirement age of 72.

Joining the board of Thermo Electron Corp. is Peter J. Manning, who retired as vice chairman of strategic business development at FleetBoston Financial in February 2003. Thermo Electron Chairman Richard F. Syron says he considered Manning for Thermo Electron's board long before he retired. "We wanted to be the first at him," says Syron, who refers to Manning's eligibility for audit committee service as a positive "10-strike."

"Let's face it," Syron continues, "When you're looking for a financial expert to serve on your board's audit committee, that's something that can involve a material commitment of time. It's especially hard to get an active CEO to pick up that extra responsibility."

As he puts it, "The bottom line is that Sarbanes-Oxley demands that board members must become more actively involved with the companies they serve. That alone will lead to many who are retired and masters of their own destiny in terms of their time."

Company Index

ADC Telecommunications Inc.

Adolph Coors Co.

Allergan Inc.

America West Holdings Corp.

Amkor Technology Inc.

Arch Coal Inc.

Autodesk Inc.

Baldwin Technology Co.

Bausch & Lomb

Baxter International Inc.

Beazer Homes USA Inc.

Biogen Inc.

BJ Services Co.

Building Materials Holding Corp.

Caterpillar Inc.

Charles River Laboratories International Inc.

Chiron Corp.

Coca-Cola Co.

CSS Industries Inc.

Daisytek International Corp.

Deere & Co.

Dow Chemical Co.

Eastman Kodak Co.

El Paso Corp.

EMS Technologies Inc.

Exult Inc.

Fleming Companies Inc.

Gadzooks Inc.

Gaylord Entertainment Co.

Gerber Scientific Inc.

Global Imaging Systems Inc.

Greif Bros. Corp.

GTECH Holdings Corp.

H.B. Fuller Co.

Haggar Corp.

Homestore Inc.

Imation Corp.

InfoSpace Inc.

J.B. Hunt Transport Services Inc.

J.M. Smucker Co.

JetBlue Airways Corp.

Juniper Networks Inc.

Kennametal Inc.

Kohl's Corp.

Level 3 Communications Inc.

Loews Corp.

Louisiana-Pacific Corp.

Lufkin Industries Inc.

Mail-Well Inc.

Manitowoc Co.

ManTech International Corp.

Maxtor Corp.

McGraw-Hill Companies Inc.

MedCath Corp.

Minerals Technologies Inc.

Molex Inc.

Monaco Coach Corp.

Monsanto Co.

MONY Life Insurance Co.

Moog Inc.

Newell Rubbermaid Inc.

Northrop Grumman Corp.

Northwest Airlines Corp.

Olin Corp.

Penford Corp.

Penn-America Group Inc.

Pinnacle Entertainment Inc.

Polycom Inc.

Potlatch Corp.

Premcor Inc.

Quest Diagnostics Inc.

R.H. Donnelley Corp.

RadioShack Corp.

Raytheon Co.

Regeneron Pharmaceuticals Inc.

Rite Aid Corp.

Ross Stores Inc.

Safeguard Scientifics Inc.

Sapient Corp.

Select Comfort Corp.

Semitool Inc.

ShopKo Stores Inc.

SimpleTech Inc.

Spartan Motors Inc.

Spherion Corp.

Starbucks Coffee Co.

Symantec Corp.

Synopsys Inc.

Terex Corp.

TheStreet.com Inc.

Toll Brothers Inc.

Tyco International Ltd.

U.S. Steel Corp.

United Parcel Service Inc.

UNOVA Inc.

URS Corp.

USFreightways Corp.

UST Inc.

Valassis Communications Inc.

Varian Medical Systems Inc.

Viad Corp.

Westmoreland Coal Co.

Winn-Dixie Stores Inc.

World Fuel Services Corp.

Worthington Industries Inc.

The Directors Roster

The Directors Roster is a detailed record of executives added to corporate boards. The Roster covers a three-month period prior to the publication of each edition of DIRECTORS & BOARDS. It includes companies of all sizes, from billion-dollar blue chips to smaller growth ventures, that have elected new outside directors. The tracking of director appointments and follow-up research is a joint undertaking by Spencer Stuart, a leading firm in executive and director search, and DIRECTORS & BOARDS.

The Roster is organized alphabetically by the company adding the new director(s). A company index leads off the Roster, for ease of scanning the universe of companies included in this listing. At the back of the Roster is a director index which lists all the new directors alphabetically along with the name of the company whose board they joined. The Director Index appears on pages 86-87.

Details included in each Roster entry are the address of the company adding the new director, the address of the director at his or her primary affiliation (when available and for public disclosure), a biographical note on each director, and a description of the businesses of both the company adding the new director and of the director's company. (Schools, universities, hospitals, etc., are not described.) For public companies, to give a sense of the size and scope of the enterprise, we also include revenues (or, in some cases, assets for banks and certain financial institutions.)

We welcome your announcements of new directors, and your inquiries on any matters related to the Directors Roster and director data. The direct number is (215) 405-6082.

--Martin Porter, Editor

3M CO.

St. Paul, MN

has added to its board:

Michael L. Eskew

Chairman and CEO

UNITED PARCEL SERVICE INC.

Atlanta, GA

Bio Notes: In present position since 2000. Previously was vice chairman and EVP. Joined UPS in 1972. Age 53.

3M is a diversified company with product lines in the consumer and office, healthcare, electronics, industrial, safety, and telecommunications markets. Revenues are $16 billion. UPS is a parcel delivery services company. Revenues are $30 billion.

4KIDS

ENTERTAINMENT INC.

New York, NY

has added to its board:

Michael Goldstein

Bio Notes: Was chairman of Toys R Us from 1997-2001 and was CEO from 1994-1997. Previously was senior EVP of operations and finance at Lerner Stores. Was a partner at Ernst & Young from 1973-1979. Appointed by President George W. Bush to serve on the Advisory Committee for Trade Policy and Negotiations. Also is a director of Columbia House, Finlay Enterprises, and United Retail Group.

4Kids is a children's entertainment company. Revenues are $38 million.

ACCREDITED HOME LENDERS HOLDING CO.

San Diego, CA

has added to its board:

Gary M. Erickson

Richard T. Pratt

Bio Notes: Erickson is a Captain in the U.S. Navy and in command of Naval Reserve Readiness Command Southwest, headquartered in San Diego. Has served in the Navy since 1974. Has commanded a guided missile frigate, a destroyer squadron, and has served as Deputy Commander and Chief of Staff for the Commander, Naval Surface Forces. Age 51. Pratt is chairman of Richard T. Pratt Associates, a consulting firm he founded in 1992. Age 66.

Accredited Home is a mortgage banking company. Revenues are $242 million.

ACUITY BRANDS INC.

Atlanta, GA

has added to its board:

Robert F. McCullough

Chief Financial Officer

AMVESCAP PLC

Atlanta, GA

Bio Notes: In present position since 1997. Previously spent more than 30 years at Arthur Andersen LLP, where he was managing partner for the firm's Atlanta office from 1987-1996.

Acuity provides lighting fixtures and specialty chemical products. Revenues are $2 billion. AMVESCAP is an investment management firm. It has $335 billion in assets under management.

ADELPHIA COMMUNICATIONS CORP.

Coudersport, PA

has added to its board:

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