U.S. Financial Services

Board Index2013

About Spencer StuartSpencer Stuart is one of the world’s leading executive search consulting firms. Privately held since 1956, Spencer Stuart applies its extensive knowledge of industries, functions and talent to advise select clients — ranging from major multinationals to emerging companies to nonprofit organizations — and address their leadership requirements. Through 55 offices in 30 countries and a broad range of practice groups, Spencer Stuart consultants focus on senior-level executive search, board director appointments, succession planning and in-depth senior executive management assessments. For more information on Spencer Stuart, please visit www.spencerstuart.com.

Financial Services PracticeComprising more than 25 percent of Spencer Stuart’s worldwide client base, our Financial Services Practice is guided by industry specialists who have conducted more than 5,000 assignments over the past five years, placing senior-level managers in a variety of functional disciplines across a range of industry segments:

> Asset Management> Consumer Financial Services> Global Banking & Markets> Insurance> Private Wealth Management> Real Estate

table of contents

About the U.S. Financial Services Board Index 2

S&P 500 and S&P 500 Financial Services Summary 4

Board Composition 6

Financial services boards are largest among the S&P 500 6

More than 90% of financial services firms have one-year terms 7

Little change in restrictions on other directorships 8

Retired senior executives and financial services leaders well-represented among new independent directors 9

Small shifts in CEO demographics and CEO/chairman role split 11

Board Organization and Process 12

Number of board meetings trending toward the 10–12 range in 2013 12

Risk committees are strongly established; independent directors make up most committees 13

More board evaluations cover full boards, committees and directors 13

Director Compensation 14

Average director compensation increases slowly and varies greatly by sub-sector 14

Financial services committee chair retainers remain stable 16

Equity compensation 17

Comparative Board Data 19

2

about the u.s. financial services board index

11.8 average board size

63 directors added to

financial services boards

Now in its fourth year, the U.S. Financial Services Board Index provides a unique window into the governance trends of the largest public financial services companies in the United States. The index examines the data and trends in board composition, board practices and director compensation for the 80 S&P 500-listed financial services firms1 and compares this data to the overall S&P 500. Within financial services, we compare data among sectors: asset management and custody banks; consumer finance; insurance; investment banking and brokerage; large diversified and regional banks; multisector holdings; REITs; and specialized finance.

Highlights of this year’s index include the following:

“Normalization” of board activity

> Although the average size of S&P 500 financial services boards hasn’t changed from our 2012 index (11.8 directors versus 11.6 in 2012), the distribution of board sizes across financial services sub-sectors has drastically tightened around the average. Board sizes ranged from 6 to 17 (for a spread of 11 directors) across financial services sub-sectors in 2012, compared to a range of 9 to 14.7 (spread of 5.7 directors) in 2013.

> Similarly, the average number of board meetings held by S&P 500 financial services firms was stable between 2012 (9.9 meetings) and 2013 (9.7); however, fewer boards had six to nine meetings, or more than 13 meetings in 2013. As a result, the proportion of financial services firms holding 10 to 12 meetings per year increased for the second year in a row, from 22% to 28%.

More new directors: Fewer are women and more are retired senior executives

> Sixty-three new independent directors joined S&P 500 financial services boards in 2013, compared with 53 in 2012 and 45 in 2011.

> The proportion of women among new directors decreased from an all-time high of 30% in 2012 to 22% in 2013. In spite of the smaller influx of women, overall female representation in financial services company boards increased from 16% in 2012 to 18% in 2013.

3

35%of new independent

directors are retired executives

33%of financial services

firms provide retainers to the compensation

committee chair

> The mix of active vs. retired senior executives among new directors changed dramatically between 2012 and 2013. The percentage of active CEOs, COOs, chairmen, presidents and vice chairmen decreased by 69% — from 26% of new independent directors in 2012 to 8% in 2013. The proportion of their retired counterparts more than doubled from 17% in 2012 to 35% in 2013.

More complete board evaluations

> The percentage of boards evaluating their committees and individual directors in addition to the full board increased from 27% in 2011 to 35% in 2012 and 39% this year.

Stable compensation and increased use of committee retainers

> Total average director compensation for S&P 500 financial services firms increased by 3% from $214,852 in 2012 to $220,576 in 2013, building upon a 7% increase in the prior year. The average total director compensation for all S&P 500 companies also increased by 3%, from $242,000 in 2012 to $249,168 in 2013.

> S&P 500 financial services firms were more likely to provide retainers to chairs of the compensation committee than in 2012 (33% in 2013 vs. 28% in 2012 and 22% in 2011).

> S&P 500 financial services firms were also more likely to provide committee member retainers regardless of committee, a 28% increase from 2012 to 2013.

1 The U.S. Financial Services Board Index is based on our analysis of the most recent proxy reports from financial services firms in the S&P 500. This edition draws on the financial services subset of the 493 proxy statements filed between May 15, 2012, and May 15, 2013.

4

s&p 500 and s&p 500 financial services summary

S&P 500 2013

S&P 500 FS 2013

FS vs. S&P 500

S&P 500 FS 2012

FS 2013 vs. FS 2012

Committee meetings

Average number of audit meetings 8.7 9.9 14% 9.9 0%

Average number of compensation meetings 6.3 7.2 14% 7.2 0%

Audit chairmen

Active CEO/chair/president/vice chair 10% 8% -20% 8% 0%

Retired CEO/chair/president/vice chair 28% 28% 0% 28% 0%

Financial manager/CFO/treasurer/accountant 35% 19% -46% 19% 0%

Board compensation

Average annual retainer $102,507 $95,076 -7% $92,377 3%

Median annual retainer $80,000 $75,000 -6% $75,000 0%

Boards paying board meeting fee 27% 34% 26% 66% -48%

Average board meeting fee $2,159 $1,772 -18% $1,770 0%

Boards offering stock option program for directors 20% 16% -20% 18% -11%

Boards paying equity in addition to retainer 76% 67% -12% 62% 8%

Committee compensation

Boards paying committee chair retainer 94% 90% -4% 90% 0%

Average committee chair retainer $13,446 $14,250 6% $14,077 1%

Boards paying committee member retainer 39% 23% -41% 18% 28%

Average committee member retainer $8,346 $7,916 -5% $8,500 -7%

Boards paying committee meeting fees 30% 41% 37% 44% -7%

Average committee meeting fee $1,708 $1,515 -11% $1,493 1%

S&P 500 2013

S&P 500 FS 2013

FS vs. S&P 500

S&P 500 FS 2012

FS 2013 vs. FS 2012

Board composition

Average board size 10.7 11.8 10% 11.6 2%

Independent directors 85% 84% -1% 84% 0%

Average age of independent board directors 62.9 63.9 2% 63.9 0%

New independent directors

Total number 339 63 -81% 53 19%

Women 24% 22% -8% 30% -27%

Active CEO/COO/president/vice chair 23% 8% -65% 26% -69%

Retired CEO/COO/president/vice chair 23% 35% 52% 17% 106%

Other corporate executives 21% 20.5% -2% 23% -11%

Women directors

Women as percentage of all directors 18% 18% 0% 16% 13%

CEO profile

Average number of other corporate directorships 0.6 0.5 -17% 0.4 25%

Average age 56.7 58.1 2% 57.6 1%

Average tenure with company 17.8 18.9 6% 17.5 8%

Chairman independence

CEO is also chairman 55% 60% 9% 59% 2%

Chairman is independent 25% 27% 8% 25% 8%

Boards with lead or presiding director 90% 96% 7% 95% 1%

Board meetings

Average number of board meetings 8.0 9.7 21% 9.9 -2%

Median number of board meetings 7.0 9.0 29% 9.0 0%

Retirement age

Boards with mandatory retirement age 72% 73% 1% 75% -3%

Boards with mandatory retirement age of 72+* 24% 19% -21% 61% -69%

Boards with mandatory retirement age of 70* 11% 17% 55% 14% 21%

* For companies with mandatory retirement age.

5

S&P 500 2013

S&P 500 FS 2013

FS vs. S&P 500

S&P 500 FS 2012

FS 2013 vs. FS 2012

Committee meetings

Average number of audit meetings 8.7 9.9 14% 9.9 0%

Average number of compensation meetings 6.3 7.2 14% 7.2 0%

Audit chairmen

Active CEO/chair/president/vice chair 10% 8% -20% 8% 0%

Retired CEO/chair/president/vice chair 28% 28% 0% 28% 0%

Financial manager/CFO/treasurer/accountant 35% 19% -46% 19% 0%

Board compensation

Average annual retainer $102,507 $95,076 -7% $92,377 3%

Median annual retainer $80,000 $75,000 -6% $75,000 0%

Boards paying board meeting fee 27% 34% 26% 66% -48%

Average board meeting fee $2,159 $1,772 -18% $1,770 0%

Boards offering stock option program for directors 20% 16% -20% 18% -11%

Boards paying equity in addition to retainer 76% 67% -12% 62% 8%

Committee compensation

Boards paying committee chair retainer 94% 90% -4% 90% 0%

Average committee chair retainer $13,446 $14,250 6% $14,077 1%

Boards paying committee member retainer 39% 23% -41% 18% 28%

Average committee member retainer $8,346 $7,916 -5% $8,500 -7%

Boards paying committee meeting fees 30% 41% 37% 44% -7%

Average committee meeting fee $1,708 $1,515 -11% $1,493 1%

S&P 500 2013

S&P 500 FS 2013

FS vs. S&P 500

S&P 500 FS 2012

FS 2013 vs. FS 2012

Board composition

Average board size 10.7 11.8 10% 11.6 2%

Independent directors 85% 84% -1% 84% 0%

Average age of independent board directors 62.9 63.9 2% 63.9 0%

New independent directors

Total number 339 63 -81% 53 19%

Women 24% 22% -8% 30% -27%

Active CEO/COO/president/vice chair 23% 8% -65% 26% -69%

Retired CEO/COO/president/vice chair 23% 35% 52% 17% 106%

Other corporate executives 21% 20.5% -2% 23% -11%

Women directors

Women as percentage of all directors 18% 18% 0% 16% 13%

CEO profile

Average number of other corporate directorships 0.6 0.5 -17% 0.4 25%

Average age 56.7 58.1 2% 57.6 1%

Average tenure with company 17.8 18.9 6% 17.5% 8%

Chairman independence

CEO is also chairman 55% 60% 9% 59% 2%

Chairman is independent 25% 27% 8% 25% 8%

Boards with lead or presiding director 90% 96% 7% 95% 1%

Board meetings

Average number of board meetings 8.0 9.7 21% 9.9 -2%

Median number of board meetings 7.0 9.0 29% 9.0 0%

Retirement age

Boards with mandatory retirement age 72% 73% 1% 75% -3%

Boards with mandatory retirement age of 72+* 24% 19% -21% 61% -69%

Boards with mandatory retirement age of 70* 11% 17% 55% 14% 21%

* For companies with mandatory retirement age.

6

board composition

Financial services boards are largest among the S&P 500

> S&P 500 financial services firms have, this year again, the largest boards of any industry sector, with 11.8 directors on average in 2013, stable from 11.6 in 2012. This compares to an unchanged S&P 500 average of 10.7 directors.

> S&P 500 financial services boards are converging in size across sectors:

• Board sizes ranged from 6 to 17 (spread of 11 directors) across financial services sectors in 2012. This compares to a range of 9 to 14.7 (spread of 5.7 directors) in 2013.

• Specialized finance firms, regional banks and diversified banks have the largest boards, with 14.7 (17 in 2012), 13.5 (10.6 in 2012) and 12.3 (9.7 in 2012) directors on average, respectively.

• Real estate services firms, property and casualty insurance firms experienced the greatest increases in average board size between 2012 and 2013 (175%, 76% and 67% respectively).

• Thrifts and mortgage finance companies and specialized finance firms experienced the largest decreases in average board size between 2012 and 2013 (29% and 14%, respectively).

Average Board Size

S&P 500 FS 2013

S&P 500 FS 2012

Change

Asset management and custody banks 11.7 8.1 44%

Consumer finance 12.0 10.3 17%

Insurance 11.9 8.4 42%

Insurance brokers 12.0 10.5 14%

Life and health insurance 12.3 8.9 38%

Property and casualty insurance 12.0 6.8 76%

Multiline insurance 11.2 9.4 19%

Investment banking and brokerage 11.8 13.3 -11%

Large diversified and regional banks 12.8 11.9 8%

Diversified banks 12.3 9.7 27%

Other diversified financial services 11.7 17.0 -31%

Regional banks 13.5 10.6 27%

Thrifts and mortgage finance 10.0 14.0 -29%

Multisector holdings 10.0 10.0 0%

REITs 9.6 7.4 30%

Diversified REITs 10.0 6.0 67%

Office REITs 11.0 8.0 38%

Real estate services 11.0 4.0 175%

Retail REITs 10.0 8.0 25%

Specialized REITs 9.4 6.7 40%

Residential REITs 9.0 9.3 -3%

Specialized finance 14.7 17.0 -14%

7

More than 90% of financial services firms have one-year terms

> 94% of S&P 500 financial services firms have one-year director terms, up from 87% in 2012 and 78% in 2011, and 6% have a term length of three years, down from 13% in 2012 and 22% in 2011.

> None of the 80 financial services firms in the S&P 500 specifies a term limit in its corporate governance guidelines.

Term Length

S&P 500 2013

S&P 500 FS 2013

S&P 500 FS vs. S&P 2013

S&P 500 FS 2012

FS 2013 vs. FS 2012

3 years 9% 6% -33% 13% -54%

2 years — — —

1 year 91% 94% 3% 87% 8%

Term Length: Three-Year Comparison

S&P 500 FS

3 Years1 Year

2012 13%87%

2013 6%94%

2011 22%78%

2010 24%76%

8

board composition

Little change in restrictions on other directorships

> Of the 80 S&P 500 financial services firms included in this index, 18% do not have any kind of numerical restrictions on other corporate directorships for directors, audit committee members or the CEO, compared with 19% in 2012.

> 52% of financial services firms impose numerical restrictions on other corporate directorships for audit committee members, stable from 53% in 2012. On average, audit committee members are limited to 2.0 other corporate directorships (2.1 in 2012).

> The percentage of financial services firms imposing similar restrictions on outside corporate directorships for the CEO is slightly up from 9% in 2012 to 11% in 2013, after having almost doubled from a low of 6% in 2010. The average number of outside corporate directorships allowed for CEOs is unchanged at 1.5.

> S&P 500 financial services CEOs serve on an average of 0.5 other boards in 2013, compared with 0.4 in 2012.

Limits on Other Outside Directorships

S&P 500 FS 2013

S&P 500 FS 2012

FS 2013 vs. FS 2012

Average limit for other corporate boards for directors (among firms with limit)

3.8

3.9

-3%

Percentage with numerical limit 64% 63% 2%

Average limit on directorships for directors who are fully employed CEOs or executive officers, if different

2.1

2.1

0%

Percentage with numerical limit 12.5% 11% 14%

Average limit on other audit committees for audit committee members

2.0

2.1

-5%

Percentage with numerical limit 52% 53% -2%

Average limit of other corporate boards for company CEO

1.5

1.5

0%

Percentage with numerical limit 11% 9% 22%

9

Retired senior executives and financial services leaders well-represented among new independent directors

> The percentage of CEOs, COOs, chairmen, presidents and vice chairmen among new independent directors was stable in aggregate from 2012 to 2013 at 43%; however, the mix of active vs. retired executives within this segment changed drastically. The percentage of active CEOs, COOs, chairmen, presidents and vice chairmen decreased by 69% — from 26% of new independent directors in 2012 to 8% in 2013. By contrast, the proportion of retired senior executives more than doubled from 17% in 2012 to 35% in 2013.

> The percentage of other corporate executives (both active and retired) was fairly stable from 2012 to 2013.

> Executives with a finance background — chief financial officers, treasurers and other finance managers, in particular — represented 24% of new directors in 2013, compared with 21% in 2012. Among those finance executives, investment managers/investors experienced the greatest increase in their representation among new directors (from 4% of all new independent directors in 2012 to 11% in 2013).

> The representation of academics and nonprofit executives decreased by 55% between 2012 and 2013, from 11% of new independent directors to 5%.

> Consultants represent 6% of new independent directors in 2013, compared with 2% in 2012.

New Independent Director Functional Backgrounds

S&P 500 FS 2013

S&P 500 FS 2012

FS 2013 vs. FS 2012

CEO/COO/chair/president/vice chair 43% 43% 0%

Active 8% 26% -69%

Retired 35% 17% 106%

Financial backgrounds 24% 21% 14%

Finance management/CFOs/treasurers 5% 6% -17%

Bankers/investment bankers 3% 7% -57%

Investment management/investors 11% 4% 175%

Accountants 5% 4% 25%

Other corporate executives 16% 17% -6%

Academics/nonprofit 5% 11% -55%

Consultants 6% 2% 200%

Lawyers 3% 0% n/a

Others 3% 6% -50%

10

board composition

> Fewer executives with high tech/telecommunications backgrounds were represented among new independent directors than in past years, 3% in 2013 versus 9% in 2012 and 16% in 2011. This marks a significant change, as this sector was the second-most-represented industry background among new directors after the financial services industry in 2011 and 2012.

> Fewer new directors are from the financial services sector, 25% compared with 30% in 2012.

> The consulting, private equity/investment, and consumer goods and services sectors registered the greatest increase in representation amongst new independent directors. Director representation from the consumer and private equity sectors each was 11% of the total new independent directors in 2013, second only to financial services.

Industry Background of New Directors*

S&P 500 FS 2013

S&P 500 FS 2012

FS 2013 vs. FS 2012

Accounting 5% 6% -1 percent point

Agriculture/forestry/fishing 3% 0% +3 percent points

Communications, media, publishing 3% 2% +1 percent points

Consulting 8% 0% +8 percent points

Consumer goods and services 11% 4% +7 percent points

Energy/utilities 5% 6% -1 percent point

Financial services 25% 30% -5 percent points

Government 3% 6% -3 percent points

Healthcare 8% 8% Unchanged

High tech/telecommunications 3% 9% -6 percent points

Industrial/manufacturing 2% 6% -4 percent points

Law firms 3% 0% +3 percent points

Not-for-profit/academics 8% 9% -1 percent point

Real estate construction and services 2% 4% -2 percent points

Private equity/investment 11% 3% +8 percent points

Professional services 0% 0% Unchanged

Transportation products and services 0% 7% -7 percent points

*Columns may not total 100% due to rounding.

Percentage of New Independent Directors with CEO/COO/Chair/President/Vice Chair Background RetiredActive

2011 27%24%

2012 17%26%

2013 35%8%

11

Small shifts in CEO demographics and CEO/chairman role split

> The average age (58.1) and tenure with the company (18.9 years) of S&P 500 financial services CEOs increased from last year’s averages of 56.7 and 17.5 years, respectively. Average tenure as CEO remained stable at 8.2 years.

> 40% of S&P 500 financial services firms split the chairman and CEO roles, compared with 41% in 2012.

> 27% of S&P 500 financial services firms have an independent chairman (up from 25% in 2012).

> 96% of S&P 500 financial services boards have a lead or presiding director in 2013 (95% in 2012).

12

board organization and process

Number of board meetings trending toward the 10-12 range in 2013

> The average number of meetings held by S&P 500 financial services boards decreased slightly from 9.9 in 2012 to 9.7 in 2013.

> Fewer boards had six to nine meetings, or more than 13 meetings in 2013.

• 16% of S&P 500 financial services firms had 13 or more board meetings, a decrease from 23% in 2012.

• By contrast, the proportion of financial services firms having 10 to 12 meetings per year increased from 22% in 2012 to 28% in 2013.

Distribution of Board Meetings*

S&P 500 2013

S&P 500 FS 2013

S&P FS 2013 vs.

S&P 500 2013

S&P 500 FS 2012

S&P FS 2013 vs.

S&P FS 2012

5 or fewer meetings 18% 19% 6% 15% 27%

6-9 58% 37% -36% 41% -10%

10-12 17% 28% 65% 22% 27%

13 or more 7% 16% 129% 23% -30%

• The average number of meetings held by the boards of consumer finance firms and REITs increased by 10% and 8%, respectively, from 2012 to 2013.

• By contrast, the average number of meetings by the boards of specialized finance firms and large diversified and regional banks fell by 14% and 9%, respectively.

Average Number of Board Meetings

S&P 500 FS 2013

S&P 500 FS 2012

FS 2013 vs. FS 2012

Asset management and custody banks 8.3 8.1 2%

Consumer finance 11.3 10.3 10%

Investment banking and brokerage 13.0 13.3 -2%

Insurance 8.5 8.4 1%

Large diversified and regional banks 10.8 11.9 -9%

Multisector holdings n/a 10.0 n/a

REITs 8.0 7.4 8%

Specialized finance 14.7 17.0 -14%

Total 9.7 9.9 -2%

13

Risk committees are strongly established; independent directors make up most committees

> 38% of S&P 500 financial services firms have a risk committee. This compares to 34% in 2012 and 35% in 2011. Risk committees are much less common among S&P 500 boards overall; just 8% of S&P 500 boards have a risk committee.

Committee Composition % of firms

with committeeIndependent director representation

on these committees

S&P 500 2013

S&P 500 FS 2013

S&P 500 2013

S&P 500 FS 2013

Audit 100% 100% 100% 100%

Compensation 100% 100% 100% 100%

Nominating/governance 99% 99% 100% 100%

Executive 36% 49% 2% 0%

Finance 31% 30% 78% 63%

Public policy/social and corporate responsibility 11% 11% 89% 89%

Environment, health and safety 8% 0% 90% n/a

Legal/compliance 6% 8% 89% 100%

Risk 8% 38% 72% 70%

Investment 3% 10% 77% 63%

More board evaluations cover full boards, committees and directors

> Most financial services company boards have expanded board evaluations to include committees and/or individual directors. The percentage of boards evaluating the committees and directors in addition to the full board increased from 27% in 2011 to 35% in 2012 and 39% in 2013 — a three-year consecutive increase.

> 45% evaluate both the full board and committees, a slight increase from 43% in 2012.

> Only 13% of financial services firm boards conduct evaluations that look only at the performance of the full board, compared with 18% in 2012 and 2011.

Board Evaluations*

S&P 500 2013

S&P FS 500 2013

FS vs. S&P 500

Full board and committees 53% 45% -15%

Full board only 9% 13% 44%

Full board, committees and directors 33% 39% 18%

Full board and directors 5% 3% -40%

*Breakdown for 80 companies disclosing board performance evaluation methodology.

14

director compensation

Average director compensation increases slowly and varies greatly by sub-sector

> The average total director compensation for S&P 500 financial services firms increased by 3%, from $214,852 in 2012 to $220,576 in 2013, building upon a 7% increase in the prior year. The average total director compensation for all S&P 500 companies also increased by 3%, but from a higher base: $242,000 in 2012 to $249,168 in 2013. On average, total compensation for directors of S&P 500 financial services firms is 11% less than the overall S&P 500 average.

> The sectors with the highest average director compensation are investment banking and brokerage, consumer finance, and insurance, with average total director compensation of $302,676, $244,089 and $231,635, respectively.

> The sectors with the lowest average director compensation are REITs and specialized finance, with average total director compensation of $187,410 and $206,858, respectively.

> Despite having the highest average compensation, the investment banking and brokerage sector provides the lowest cash compensation by percentage of the total, 33% compared with the financial services average of 45%.

> Stock awards represent 50% of total compensation in the financial services sector, the highest of any industry sector.

Average Compensation per Non-employee Director S&P 500 FS 2013 S&P 500 FS 2012

Cash Fees

Stock Awards

Option Grants

All Other Comp.

Total Average Comp.

Total Average Comp.

% Change 2012-13

Asset management and custody banks

44%

52%

2%

2%

$231,596

$222,260

4%

Consumer finance 41% 48% 8% 3% $244,089 $245,268 0%*

Insurance 46% 49% 3% 2% $231,635 $219,756 5%

Investment banking and brokerage 33% 61% 5% 1% $302,676 $312,928 -3%

Large diversified and regional banks 48% 49% 0% 2% $211,148 $207,537 2%

REITs 44% 48% 5% 3% $187,410 $178,547 5%

Specialized finance 43% 52% 0% 5% $206,858 $207,185 0%*

Financial services 45% 50% 3% 2% $220,576 $214,852 3%

S&P500 FS 2013 v. S&P500 2013 15% -4% -50% -33% -11%

S&P 500 39% 52% 6% 3% $249,168 $242,000 -3%

*Changed by less than 0.5%.

15

> After registering a decline of 25% from 2011 to 2012, the value of stock option programs rose 35% from 2012 to 2013, from $47,167 to $63,500.

> The value of committee member retainers decreased by 7% from 2012 to 2013.

> All other tracked components of non-employee director compensation registered increases.

Changes in Non-employee Director Compensation

S&P 500 FS 2013

S&P 500 FS 2012

2013 vs. 2012

Board retainer $95,076 $92,377 3%

Board meeting fee $1,772 $1,770 0%

Committee chair retainer $14,250 $14,077 1%

Committee member retainer $7,917 $8,500 -7%

Committee meeting fee $1,515 $1,493 1%

Stock option program $63,500 $47,167 35%

Stock grants paid in addition to retainer $116,077 $106,571 9%

16

director compensation

Financial services committee chair retainers remain stable

> The average committee chair retainer for S&P 500 financial services firms is $14,250, relatively unchanged from $14,077 in 2012.

> Audit chairs within the consumer finance, investment banking and brokerage, and specialized finance sectors receive the highest retainers on average of any financial services sectors: $38,750, $25,000 and $25,000, respectively.

Committee Retainers

Member All

Member Comp.

Member Audit

Chair All

Chair Comp.

Chair Audit

Asset management and custody banks $7,000 $10,000 $11,667 $13,056 $20,000 $23,250

Consumer finance $6,667 $10,000 $21,667 $16,250 $20,000 $38,750

Insurance $6,250 n/a $9,833 $13,725 $18,864 $22,763

Investment banking and brokerage $7,500 n/a $10,000 $15,000 $20,000 $25,000

Large diversified and regional banks n/a n/a $7,625 $14,100 $15,000 $19,077

REITs $ 9,143 n/a $14,167 $14,107 $ 18,750 $23,864

Specialized finance $ 10,000 $5,000 $7,500 $16,667 $ 25,000 $25,000

Financial services $7,917 $9,000 $11,946 $14,250 $18,558 $23,476

S&P 500 FS 2013 vs. S&P 500 FS 2012 -7% -25% 9% 1% -1% -1%

> S&P 500 financial services firms are more likely to provide retainers to chairs of the compensation committee than in 2012, 33% in 2013 versus 28% in 2012 and 22% in 2011.

> S&P 500 financial services firms were also more likely than in 2012 to pay committee member retainers, regardless of committee.

Committee Retainers (% Paying)

Member All

Member Comp.

Member Audit

Chair All

Chair Comp.

Chair Audit

Asset management and custody banks 30% 20% 60% 90% 30% 100%

Consumer finance 75% 50% 75% 100% 25% 100%

Insurance 9% 0% 27% 91% 50% 86%

Investment banking and brokerage 50% 0% 25% 100% 25% 50%

Large diversified and regional banks 0% 0% 24% 88% 29% 76%

REITs 41% 0% 35% 82% 24% 65%

Specialized finance 17% 17% 33% 100% 17% 50%

Financial services 23% 6% 35% 90% 33% 78%

S&P 500 FS 2013 vs. S&P 500 FS 2012 28% 0% 0% 0% 18% -3%

17

Equity compensation

> S&P 500 financial services firms were more likely to provide stock as part of director retainers in 2013 than in 2012: 24% versus 23% in 2012 and 20% in 2011.

> They were less likely to provide stock options as part of director compensation; 16% of financial services firms provided stock options to directors, an 11% decline from 2012.

Equity Compensation (% of Boards)

S&P 500 FS 2013

Stock paid as part of retainer

Stock paid in addition to

retainer

Elect to receive cash

in stock

Elect to receive cash and/or stock

in options

Stock options

Asset management and custody banks 10% 90% 80% 0% 20%

Consumer finance 25% 75% 25% 25% 25%

Insurance 41% 55% 77% 9% 23%

Investment banking and brokerage 25% 100% 50% 25% 25%

Large diversified and regional banks 6% 88% 82% 0% 0%

REITs 24% 71% 53% 0% 24%

Specialized finance 33% 67% 67% 0% 0%

Financial services 24% 74% 69% 5% 16%

S&P 500 FS 2013 vs. S&P 500 FS 2012 4% 3% 6% 0% -11%

No dollar value

equivalent

Retainer paid 100%

in stock

Elect to receive stock

in lieu of options

Elect to receive stock

in cash

Asset management and custody banks 0% 0% 10% 10%

Consumer finance 0% 0% 0% 0%

Insurance 0% 5% 5% 0%

Investment banking and brokerage 0% 25% 0% 0%

Large diversified and regional banks 0% 0% 0% 0%

REITs 6% 6% 0% 0%

Specialized finance 0% 0% 0% 0%

Financial services 1% 4% 3% 1%

S&P 500 FS 2013 vs. S&P 500 FS 2012 0% 0% 0% 0%

comparative board data

number of directors

independent directors

board fees ($) percentage of total compensation

com

pany sales

($ in m

illion

s)

total

ind

epend

ent

directo

rs

average ag

e

retiremen

t age

meetin

gs per year

a

board

retainer

meetin

g

attend

ance fee

ann

ual bo

ard fees

b

cash

stock

optio

ns

all oth

er

average co

mpen

sation

per no

nem

ployee

directo

r

Comparative Board Data

20

Asset Management & Custody BanksAmeriprise Financial 10,259.0 9 8 66 75 8 195,000

d,e– 195,000 263,184 45% 44% 0% 11%

The Bank of New York Mellon Corporation 15,089.0 12 11 66 72 11 75,000

c,d– 75,000 234,420 50% 47% 0% 3%

BlackRock 9,337.0 19 13 65 75 11 75,000c,d

1,500 91,500 218,238 20% 80% 0% 0%

Franklin Resources 7,101.0 11 8 64 75 5 85,000c,d

– 85,000 210,438 39% 61% 0% 0%

Invesco 4,177.0 10 9 68 73 9 120,000c

– 120,000 248,997 63% 37% 0% 0%

Kimco Realty Corporation 922.3 9 7 70 – 7 50,000c,d,f

– 50,000 216,129 40% 48% 12% 0%

Legg Mason 2,612.7 13 12 66 72 8 50,000c,l

–q

56,000 211,341 50% 49% 0% 1%

Northern Trust Corporation 4,193.5 12 11 60 72 8 100,000c,d

– 100,000 192,334 53% 47% 0% 0%

State Street Corporation 10,125.0 11 10 62 72 9 75,000c,d

1,500 88,500 280,469 38% 57% 0% 5%

T. Rowe Price Group 3,022.5 11 8 66 72 7 75,000c,d,f,j

– 75,000 241,869 37% 45% 14% 4%

Consumer FinanceAmerican Express Company 33,808.0 13 10 61 72 8 90,000

c,d– 90,000 278,125 38% 54% 0% 8%

Capital One Financial Corporation 23,771.0 11 9 61 70 16 80,000

c,i– 80,000 304,340 41% 56% 0% 3%

Discover Financial Services 4,460.0 11 10 59 – 11 75,000c

– 75,000 227,484 45% 55% 0% 0%

SLM Corporation 720.7 13 12 69 75 10 180,000e,f

– 180,000 199,081 40% 30% 30% 0%

Diversified BanksComerica 2,681.0 9 8 56 72 10 45,000

c,d1,500 60,000 153,336 58% 42% 0% 0%

U.S. Bancorp 22,202.0 14 13 65 72 8 90,000c,d

– 90,000 252,444 38% 62% 0% 0%

Wells Fargo & Company 91,247.0 14 13 63 70 9 75,000c,d

2,000 93,000 299,428 46% 50% 4% 0%

Diversified REITsVornado Realty Trust 3,188.1 10 8 74 – 11 60,000

c1,000 71,000 172,973 51% 49% 0% 0%

Industrial REITsProLogis 2,006.0 10 9 63 72 5 84,000

c– 84,000 221,088 43% 57% 0% 0%

Insurance BrokersAon plc 11,514.0 11 10 65 – 11 105,000

c,d– 105,000 295,002 37% 56% 0% 7%

Marsh & McLennan Companies 11,924.0 13 12 63 75 11 100,000

c,d– 100,000 244,083 51% 49% 0% 0%

Investment Banking & BrokerageThe Charles Schwab Corporation 5,049.0 12 10 67 – 8 100,000

c,d,f,i– 100,000 230,297 45% 27% 27% 1%

E*TRADE Financial Corporation 2,185.6 9 8 61 70 15 50,000

c2,500 87,500 171,889 73% 27% 0% 0%

The Goldman Sachs Group 41,664.0 12 9 61 75 13 75,000c,e,h

– 75,000 449,846 17% 81% 0% 2%

Morgan Stanley 32,036.0 14 11 63 72 16 75,000c,d

– 75,000 345,833 28% 72% 0% 0%

Life & Health InsuranceAFLAC 25,364.0 14 10 64 75 5 115,000

c,d,f,i,j– 115,000 226,979 55% 18% 23% 4%

Lincoln National Corporation 11,532.0 11 10 67 75 4 232,000

d,e,f,g– 232,000 244,779 40% 40% 18% 2%

MetLife 68,150.0 12 11 62 72 11 260,000e

– 260,000 298,124 52% 47% 0% 1%

Principal Financial Group 9,215.1 11 10 62 72 11 205,000d,e

2,500 232,500 243,742 52% 48% 0% 0%

Prudential Financial 84,815.0 13 11 66 74 11 240,000d,e

– 240,000 253,636 53% 47% 0% 0%

Torchmark Corporation 3,589.5 13 10 62 74 8 190,000c,d,e,f,i

– 190,000 182,529 48% 52% 0% 0%

Unum Group 10,515.4 12 11 65 72 11 80,000c,d

– 80,000 230,182 44% 52% 0% 4%

number of directors

independent directors

board fees ($) percentage of total compensation

com

pany sales

($ in m

illion

s)

total

ind

epend

ent

directo

rs

average ag

e

retiremen

t age

meetin

gs per year

a

board

retainer

meetin

g

attend

ance fee

ann

ual bo

ard fees

b

cash

stock

optio

ns

all oth

er

21

average co

mpen

sation

per no

nem

ployee

directo

r

Multi-line InsuranceAmerican International Group 65,656.0 13 12 64 75 20 150,000

c,d– 150,000 259,546 81% 19% 0% 0%

Assurant 8,508.3 12 11 62 73 7 100,000c,d

– 100,000 186,884 53% 43% 0% 4%

Genworth Financial 10,023.0 9 8 65 73 13 190,000d,e,g

– 190,000 232,488 36% 57% 0% 7%

The Hartford Financial Services Group 26,412.0 9 8 64 75 11 65,000

c,d2,500 92,500 283,015 46% 53% 0% 1%

Loews Corporation 14,552.0 13 10 69 – 8 100,000f

– 100,000 171,997 67% 0% 33% 0%

Multi-sector HoldingsBoston Properties 1,876.3 11 7 64 75 7 60,000

c,d1,500 70,500 176,307 55% 45% 0% 0%

Other Diversified Financial ServicesBank of America Corporation 100,078.0 13 11 63 72 13 80,000

c,d– 80,000 302,727 42% 58% 0% 0%

Citigroup 90,708.0 11 9 65 72 22 75,000c,d

– 75,000 315,114 55% 45% 0% 0%

JPMorgan Chase & Co. 108,184.0 11 10 63 70 15 75,000c,d

– 75,000 262,639 35% 65% 0% 0%

Property & Casualty InsuranceACE Limited 17,936.0 12 11 65 70 5 230,000

d,e– 230,000 269,530 24% 73% 0% 3%

The Allstate Corporation 33,315.0 12 11 63 72 8 90,000c,d

– 90,000 252,114 39% 61% 0% 0%

Berkshire Hathaway 162,463.0 13 9 66 – 2 – 900 1,800 3,400 100% 0% 0% 0%

The Chubb Corporation 13,595.0 12 11 64 72 11 60,000c,d

2,000 82,000 267,977 48% 49% 0% 3%

Cincinnati Financial Corporation 4,111.0 15 10 59 73 4 80,000

e4,500 98,000 178,711 51% 46% 0% 3%

The Progressive Corporation 17,083.9 11 10 63 80 6 190,000e,h

– 190,000 210,559 0% 100% 0% 0%

The Travelers Companies 25,740.0 11 10 64 72 5 110,000c,d

– 110,000 269,078 44% 56% 0% 0%

XL Group 7,230.5 10 9 66 – 5 100,000c,d,f

– 100,000 265,190 45% 51% 0% 4%

Real Estate ServicesCBRE Group 6,514.1 11 10 64 75 7 75,000

c,d– 75,000 162,895 54% 46% 0% 0%

Regional BanksBB&T Corporation 10,737.0 19 15 62 70 8 55,500

c1,500 67,500 140,265 57% 43% 0% 0%

Fifth Third Bancorp 7,106.0 14 13 63 70 8 50,000c,d

2,000 66,000 193,822 51% 46% 0% 3%

First Horizon National Corporation 1,470.3 11 10 58 72 5 25,000

c,d– 25,000 154,466 60% 29% 0% 11%

Huntington Bancshares 2,898.4 11 9 60 – 11 35,000c,d

2,000 57,000 160,171 63% 37% 0% 0%

KeyCorp 4,672.0 12 11 58 70 7 40,000c,d

1,500 50,500 141,938 51% 49% 0% 0%

M&T Bank Corporation 4,609.0 15 11 70 70 11 85,000c

2,000 107,000 129,476 44% 56% 0% 0%

The PNC Financial Services Group 16,606.0 16 14 68 72 10 55,000

c,d1,500

r67,000 267,505 40% 45% 0% 15%

Regions Financial Corporation 6,003.0 14 13 64 72 14 130,000

d,e1,500 151,000 192,317 58% 42% 0% 0%

SunTrust Banks 11,240.0 13 12 64 72 6 60,000c

– 60,000 226,645 46% 53% 0% 1%

Zions Bancorporation 2,458.6 10 8 65 72 11 35,000c,d

1,500 51,500 144,408 50% 48% 0% 2%

Residential REITsApartment Investment and Management Company 1,033.2 7 6 66 – 4 –

e,h,m1,000

plus stock

4,000 165,360 11% 89% 0% 0%

AvalonBay Communities 1,038.7 9 8 65 72 9 60,000c,d

– 60,000 237,642 24% 56% 0% 20%

Equity Residential 2,123.7 11 9 58 72 12 160,000e,f

– 160,000 175,286 43% 28% 29% 0%

number of directors

independent directors

board fees ($) percentage of total compensation

com

pany sales

($ in m

illion

s)

total

ind

epend

ent

directo

rs

average ag

e

retiremen

t age

meetin

gs per year

a

board

retainer

meetin

g

attend

ance fee

ann

ual bo

ard fees

b

cash

stock

optio

ns

all oth

er

average co

mpen

sation

per no

nem

ployee

directo

r

Comparative Board Data

22

Retail REITsThe Macerich Co. 880.3 10 7 64 – 6 60,000

c,d– 60,000 169,319 50% 48% 0% 2%

Simon Property Group 4,880.1 10 7 66 – 7 70,000c

2,000 84,000 201,714 56% 44% 0% 0%

Specialized FinanceCME Group 2,914.6 28 22 62 – 10 100,000

d,e1,500 115,000 151,862 48% 52% 0% 0%

Intercontinental Exchange 1,363.0 11 10 64 75 19 60,000c,d

– 60,000 321,168 26% 54% 0% 20%

The McGraw-Hill Companies 4,450.0 13 11 64 72 10 60,500c,d

1,500 75,500 190,610 52% 47% 0% 1%

Moody’s Corporation 2,730.3 9 8 65 – 8 75,000c

– 75,000 226,352 40% 60% 0% 0%

The Nasdaq OMX Group 3,119.0 11 9 60 – 29 80,000c,d

1,500 123,500 252,537 39% 61% 0% 0%

NYSE Euronext 3,749.0 16 14 64 – 12 150,000e

– 150,000 208,437 51% 40% 0% 9%

Specialized REITsHCP 1,900.7 8 7 68 – 10 75,000

c,d– 75,000 212,156 42% 58% 0% 0%

Health Care REIT 1,822.1 10 8 64 – 10 80,000c

–s

89,000 173,047 51% 49% 0% 0%

Host Hotels & Resorts 5,286.0 9 7 65 – 6 155,000d,e

–t

156,500 209,899 41% 43% 0% 16%

Plum Creek Timber Company 1,339.0 9 8 65 – 8 60,000

c,d2,000 76,000 169,433 54% 46% 0% 0%

Public Storage 1,826.7 8 5 62 70 5 40,000f

– 40,000 182,713 31% 59% 0% 10%

Ventas 2,485.3 11 8 65 75 9 75,000c,d,f

–u

76,500 190,700 47% 30% 23% 0%

Thrifts & Mortgage FinancePeople’s United Financial 1,348.7 10 7 69 72 15 24,000

c950 38,250 187,582 50% 50% 0% 0%

TOTAL FINANCIALS

Average 11.8 9.9 64.0 72.7 9.7 95,934 101,007 221,098 44% 50% 3% 3%

Median 11.0 10.0 64.0 72.0 9.0 77,500 85,000 219,663

footnotes

a Includes regular and special meetings; includes telephonic meetings and unanimous written consent when director is paid for such meeting/action.

b Retainer plus meeting fees paid assuming full attendance (excludes committee and special fees).

c Equity (stock or stock units) is paid in addition to stated retainer.

d Directors can elect to receive cash compensation fully or partially in stock.

e Equity (stock or stock units) is paid as part of retainer.

f Stock option program for directors exists.

g Equity portion of retainer paid in deferred stock.

h Retainer paid 100% in stock.

i Directors can elect to receive cash and/or stock compensation in stock options.

j Directors can elect to receive stock in lieu of stock option grant.

k Not to exceed $60,000 per year.

l Directors can elect to receive equity compensation fully or partially in cash.

m Dollar-value equivalent for retainer not provided in proxy.

n Subject to a maximum of 10 board meetings per fiscal year.

o Portion of equity opportunity paid in deferred stock units until stock ownership requirements are met.

p Per-meeting fee of $2,000 for in-person meetings and $1,000 per telephonic meeting in excess of five per year. Annual board fees include one in-person meeting at $2,000.

q Per-meeting fee of $2,000 for special meetings attended by telephone and $3,000 for special meetings attended in person. Annual board fees include one special meeting at $3,000.

r Per-meeting fee of $750 for quarterly scheduled telephonic meetings. Annual board fees include four telephonic meetings at $750 each.

s Per-meeting fee of $1,500 for meetings in excess of four per year. Annual board fees include two excess meetings at $1,500 each.

t Per-meeting fee of $1,500 for board meetings in excess of eight per year. Annual board fees include four excess meetings at $1,500 each.

u Per-meeting fee of $1,000 for telephonic meetings. Annual board fees include two telephonic meetings at $1,000 each.

v Per-meeting fee of $3,000 for in-person special meetings and $1,000 for special telephonic meetings. Annual board fees include two special telephonic meetings at $1,000 each.

w Portion of retainer must be deferred until share ownership requirements are met.

x Per-meeting fee of $1,000 for meetings in excess of six per year. Annual board fees include one meeting at $1,000.

y Per-meeting fee of $2,000 for meetings in excess of six per year. Annual board fees include twelve meetings at $2,000 each.

z Per-meeting fee of $1,000 for meetings in excess of six per year. Annual board fees include four excess meetings at $1,000 each.

aa Per-meeting fee of $3,000 for in-person meetings only. Annual board fees include four in-person meetings at $3,000 each.

ab Per-meeting fee of $2,000 for special meetings. Annual board fees include two special meetings at $2,000 each.

ac Meeting fee paid as an annual sum instead of on a per-meeting basis.

ad Restricted stock portion of retainer subject to mandatory deferral upon vesting.

ae Per-meeting fee of $2,500 for special meetings. Annual board fees include nine special meetings at $2,500 each.

af Per-meeting fee of $6,000 for all day board meetings other than four regular meetings. Annual board fees include six meetings at $6,000 each.

Note: Chart is excerpted from the Spencer Stuart Board Index.

Amsterdam T 31 (0) 20.305.73.05

AtlantaT 1.404.504.4400

Barcelona T 34.93.487.23.36

BeijingT 86.10.6535.2100

BogotaT 571.618.2488

BostonT 1.617.531.5731

BrusselsT 32.2.732.26.25

Budapest T 36.1.200.08.50

Buenos AiresT 54.11.4310.9100

CalgaryT 1.403.538.8658

ChicagoT 1.312.822.0080

CopenhagenT 45 3334.6700

DallasT 1.214.672.5200

DubaiT 971.4.426.6500

Frankfurt T 49 (0) 69.61.09.27.0

Geneva T 41.22.312.36.38

Hong KongT 852.2521.8373

HoustonT 1.713.225.1621

IstanbulT 90 212.381.8622

JohannesburgT 27.11.557.5300

London T 44 (0) 20 7298.3333

Los AngelesT 1.310.209.0610

Madrid T 34.91.745.85.00

Melbourne T 61.3.8661.0100

Mexico CityT 52.55.5002.4950

MiamiT 1.305.443.9911

Milan T 39.02.771251

Minneapolis/St. PaulT 1.612.313.2000

Montreal T 1.514.288.3377

Moscow T 7.495.797.36.37

Mumbai T 91.22.6616.1414

Munich T 49 (0) 89.45.55.53.0

New DelhiT 91.124. 485.4444

New YorkT 1.212.336.0200

Orange CountyT 1.949.930.8000

Paris T 33 (0) 1.53.57.81.23

PhiladelphiaT 1.215.814.1600

Prague T 420.221.411.341

RomeT 39.06.802071

San FranciscoT 1.415.495.4141

SantiagoT 56.2.940.2700

Sao PauloT 55.11.3759.7700

SeattleT 1.206.224.5560

Shanghai T 86 21.2326.2828

Silicon ValleyT 1.650.356.5500

SingaporeT 65.6586.1186

StamfordT 1.203.324.6333

StockholmT 46.8.534.801.50

SydneyT 61.2.9240.0100

TokyoT 81 3.5223.9510

TorontoT 1.416.361.0311

Vienna T 43.1.36.88.700.0

WarsawT 48.22.321.02.00

Washington, D.C.T 1.202.639.8111

Zurich T 41.44.257.17.17

© 201 4 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact permissions@spencerstuart.com.

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Amsterdam

Atlanta

Barcelona

Beijing

Bogota

Boston

Brussels

Budapest

Buenos Aires

Calgary

Chicago

Copenhagen

Dallas

Dubai

Frankfurt

Geneva

Hong Kong

Houston

Istanbul

Johannesburg

London

Los Angeles

Madrid

Melbourne

Mexico City

Miami

Milan

Minneapolis/St. Paul

Montreal

Moscow

Mumbai

Munich

New Delhi

New York

Orange County

Paris

Philadelphia

Prague

Rome

San Francisco

Santiago

Sao Paulo

Seattle

Shanghai

Silicon Valley

Singapore

Stamford

Stockholm

Sydney

Tokyo

Toronto

Vienna

Warsaw

Washington, D.C.

Zurich