An overview of Board Director composition for the Top 100 (by Market Cap Value) Georgia-based publicly traded companies. Six criteria are used to understand the true diversity of a board. The 100 companies are reviewed as a group, by Market Cap Value subgroups, and individually.
1. Tom Furlong, Managing Director
Harvard Group International
tfurlong@harvardsearch.com
678.214.6065
Georgia Corporate Governance
Diversity Report 2014
2. Contents
Overview 2
Overall Board Demographics 4
Female Representation 4
Ethnic Representation 5
Board Member Status Metrics 6
Industry Insiders 6
Activity Status 7
Location 8
Inside/Independent Directors 9
Public Companies based outside Metro Atlanta 10
Board Diversity Data & Methodology 11
MCV greater than $5Billion 12
MCV between $1Billion- $5Billion 13
MCV between $250Million- $1Billion 14
MCV less than $250Million 15
About HGI and the author 16
3. Georgia Corporate Governance Diversity Report 2014 2
Harvard Group International
Georgia Market
Cap Top 100
Aaron's
Acuity Brands
AdCare Health Systems
AFLAC Incorporated
AGCO Corporation
Agilysys
AGL Resources
Alimera Sciences
American Software
Ameris Bancorp
Arris Group
Asbury Automotive
Atlantic American
Atlanticus
Axiall
Beazer Homes USA
BlueLinx
Carmike Cinemas
Carter's
cBeyond
CCF Holding Company
Citi Trends
Citizens Bancshares
Coca-Cola Company
Coca-Cola Enterprises
Colony Bankcorp
Concurrent Computer
Cousins Properties
Crawford & Company
Cryolife
Cumulus Media
Delta Air Lines
Dixie Group
DLH Corp
Earthlink
Ebix
Equifax
Examworks Group
Exide Technologies
Fidelity Southern
FleetCor Technologies
Flowers Foods
GBS Enterprises
Gentiva Health Services
Genuine Parts Company
Georgia-Carolina Bancshares
Global Payments
Graphic Packaging
Gray Television
Haverty Furniture
Georgia Corporate Governance Diversity Report 2014
Marietta-based Harvard Group International has long been involved
with executive and board level search projects both in Georgia and
throughout North America. This report is a diversity analysis of the
boards of the top 100 Market Capitalization Value (MCV) Georgia-
based publicly traded companies and is intended to provide
corporate boards an overview of their composition.
Georgia is home to a diverse group of public corporations with a
number of them being their industry sector leader in terms of sales,
employees, market cap, and reputation. As more small companies
grow and more companies look to relocate their headquarters to
our state, more opportunities for Corporate Governance service
become available along with more opportunities for these
companies to take advantage of Georgia’s diverse leadership talent.
What comprises diversity? Gender and ethnicity are the most
common definitions considered when discussing diversity and are
important measures when developing a corporate board that
resembles the general population. When providing leadership for
the investors of publicly traded companies, other factors must also
be considered when determining the level of board diversity. The
more diverse the background of a board, the more reflective it
becomes. A seven person board could consist of two women and
three people of color and might be considered “diverse” but if they
are from the same industry, live in the same area, and are in the
same age group, then actually how diverse is that corporate board?
Would that board be able to recognize changes to the industry,
company, or customer base and adequately represent the best
interests of the shareholders? Or would it fall prey to collective
“group think” and lose the ability to objectively address complex
issues facing the company they represent?
This report looks at a range of criteria when evaluating Board
diversity as well as trends that might affect Board composition,
including the size of company, location within the state, and
industry in which the company operates. The diversity criteria used
for this report includes:
4. Georgia Corporate Governance Diversity Report 2014 3
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Gender- Male/Female
Ethnicity- White/People of Color (African American, Hispanic,
and Asian)
Focus- Inside/Outside the company’s industrial sector
Working Status- Employed/Inactive*
Location- Living in Georgia/Outside Georgia
Director Independence- Inside/Independent**
The 100 largest publicly traded companies based in Georgia were
analyzed to gain a thorough understanding of the Corporate
Governance landscape within the state. Since a primary concern for
the Board of Directors is to look out for the concerns of the
shareholder, we feel that MCV is a true indicator for determining
the companies included on this report. The focus of this report is on
the Director composition of Georgia based firms. Privately held
companies and divisions of out-of-state/foreign based
conglomerates were not included in our research.
This survey looks at the Top 100 companies both collectively as a
group as well as by MCV: Value greater than $5 billion (22
companies), $1 billion to $5 billion (24 companies), $250 million to
$1 billion (23 companies), and less than $250 million (31
companies). Generally, the smaller the company, the smaller and
less diverse the Corporate Board becomes though several firms
certainly go against this trend. There are opportunities for
companies falling in the small and mid-size cohorts to become more
diverse with their Corporate Governance teams and through this
effort increase their sales, profitability, and MCV and offer
enhanced returns for their shareholder’s investments.
* Not actively employed at current time; a director who is described as a consultant and/or is not
currently holding an executive role is considered inactive
** Not in the formal SEC definition of Independent: for this report, a director who was previously
employed or has familial ties to the company is considered an “Inside” director
Georgia Market
Cap Top 100
HD Supply
Heritage Financial
Home Depot
ICE Group
Interface
InterNAP Network Services
Invesco
Manhattan Associates
Marine Products
MedAssets
MiMedx Group
Mohawk Industries
Mueller Water Products
NCR Corporation
Neenah Paper
Newell Rubbermaid
Numerex
Ocwen Financial
Orion HealthCorp
Oxford Industries
Perma-Fix Environmental
Piedmont Office
Popeyes
Post Properties
Preferred Apartment
Premier Exhibitions
Premiere Global Services
PRGX Global
Primerica
Rock-Tenn Company
Rollins
RPC
Saia
Schweitzer-Mauduit
SouthCrest Financial Group
Southeastern Bank Financial
Southeastern Banking
Southern Company
Southwest Georgia Financial
State Bank Financial
Streamline Health Solutions
SunLink Health Systems
SunTrust Banks
Synovus Financial
Thomasville Bancshares
Total System Services (TSYS)
United Community Banks
United Parcel Service
Video Display Corporation
Zep
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Harvard Group International
Overall Board Demographics
The top 100 MCV Georgia public companies have a combined 931 inside and outside directors who are
responsible for the guidance and oversight of over $700 billion in Market Cap Value, $400 billion in
annual sales, and a worldwide workforce of nearly 1.5 million employees. The board size ranges from 17
(Coca-Cola Company) to 5 directors (Atlanticus, Citi Trends, & Video Display Corporation). The average
size of a board is a fraction over nine directors: 38 boards have more than nine, 42 boards have less than
nine, while 20 meet the average size of nine directors.
Board Size for Company
Size All Boards > $5B $1B-$5B $250M-$1B <$250M
14+ Directors 8 6 1 0 1
11 to 13 15 8 3 2 2
9 or 10 35 4 12 9 10
5 to 8 42 4 8 12 18
Total 100 22 24 23 31
Female Representation
Currently 109 women sit on the 100 corporate boards in Georgia (11.7% of all board members). The
largest MCV company cohort (MCV exceeding $5B) have 40 women sitting on 257 seats for a 15.6%
ratio- slightly off the 16.1% representation rate nationally among the Fortune 500 companies. As
companies become smaller, female board participation decreases both in numbers and ratio.
Board Composition by Women
All Boards > $5B $1B-$5B $250M-$1B <$250M
Women Serving 109 40 28 22 19
Total Board Seats 931 257 223 191 260
% Women Board Members 11.7% 15.6% 12.6% 11.5% 7.3%
Female participation is highest with three companies (Coca-Cola, Coca-Cola Enterprises, and EarthLink)
each having four women serving on their boards; the number of companies with women on their boards
grows as the actual number of women on a board decreases. There are 31 companies in the state that
have no female board representation.
Board Female Representation
# Women on Board All Boards > $5B $1B-$5B $250M-$1B <$250M
Four 3 2 0 1 0
Three 4 3 1 0 0
Two 23 8 8 3 4
One 39 7 12 9 11
Zero 31 2 3 10 16
Total 100 22 24 23 31
% Boards w/ Women 69% 90.9% 87.5% 56.5% 48.4%
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Ethnic Representation
At this time 65 people of color sit on the 100 Georgia boards (7.0% of all board members): 44 members
are African American (4.7%), 10 are of Hispanic heritage (1.0%), and 11 (1.2%) are of Asian descent.
(There are no current statistics available to compare minority board participation in Georgia with the
rest of the country. This report can serve as a baseline to ethnic participation growth in future years.) As
with the female demographic, minority board participation decreases as companies become smaller
with the notable exception of Citizens Bancshares, a bank operating on Atlanta’s south side with eight of
nine directors (including two women) being African American.
Board Members by Ethnicity
Group All > $5B $1B-$5B $250M-$1B <$250M
African American 44 18 11 5 10
Hispanic 10 5 1 3 1
Asian 11 4 1 4 2
White 866 230 210 179 247
All Board Members 931 257 223 191 260
% of Color 6.98% 10.51% 5.83% 6.28% 5.00%
Popeyes leads all companies with 56% of their board seats held by ethnic inclusion group members,
followed by Newell Rubbermaid and Ebix (33% each) and Coca-Cola (24%)*. Seven companies have
Board member representation from two minority groups; two companies (Popeyes and Newell
Rubbermaid) have representation from all three ethnic groups on their boards.
Board Representation (# Companies)
Group All > $5B $1B-$5B $250M-$1B <$250M
African American 25 11 7 4 3
Hispanic 10 5 1 3 1
Asian 9 3 1 3 2
Multiple Group Representation 9 4 1 3 1
None 65 7 16 16 26
Female and Ethnic Representation- Summary
When looking at the combined inclusiveness of women and minorities (as a ratio of the total board
structure), 27 companies have at least 20% of their board positions held by a combination of members
from these demographic groups. At the other end of the spectrum, 24 companies have no female or
ethnic minority representation on their corporate boards.
* Citizens Bancshares has 8 of 9 board positions held by members of minority groups but skews too far to be considered
ethnically “diverse” for purposes of discussion in this section.
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Harvard Group International
Board Member Status Metrics
Diversity among business experience is a major contribution a Corporate Board can offer to their
company’s management team. This diversity of knowledge among board members helps insure that a
company can remain abreast of changes in the overall economy and adapt the company’s direction to
take best advantage as opportunities present themselves. The ability to bring successful business
learnings from a variety of backgrounds is necessary to insure that management’s business plan is both
well founded and executed.
Industry Insiders
One avenue to help avoid collective “group think” is to insure the industrial diversity on a corporate
board. A board that has too many (or too few) industry insiders can become blind to outside influences
that, on a macroeconomic scale, can have a severe impact on a company’s operations. The experiences
an executive has gained in one industry can offer quality guidance and potentially competitive
advantage to the company they help govern.
Of the 931 board members in the Top 100 companies, 303 (32.5%) come from the same industry as the
company that they offer governance. The largest companies, as a group, have more industry outsiders
as a percentage of the entire board than the other MCV groups; the other three groups have slightly
more than a third of their board members come from inside their industrial sector.
Director Industry Focus
Status All > $5B $1B-$5B $250M-$1B <$250M
# Inside Industry 303 63 78 71 91
# Outside Industry 628 194 145 120 169
Total 931 257 223 191 260
% Industry Insiders 32.5% 24.5% 35.0% 37.2% 35.0%
Over half of the Top 100 companies have less than a third of industry insiders serving on their boards; 42
companies have insiders comprising between a third and two-thirds of their boards; and six companies
have industry insiders comprising over two-thirds of their boards.
Board Composition of Industry Insiders
Status All > $5B $1B-$5B $250M-$1B <$250M
Industry Insiders < 33% 52 16 10 9 17
Industry Insiders 33%-67% 42 5 13 13 11
Industry Insiders > 67% 6 1 1 1 3
Total 100 22 24 23 31
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Harvard Group International
Activity Status
Corporate Board service requires a commitment of both focus and time for their participants. As a rule
of thumb, a board member should plan to devote an average of 4-5 hours per week dedicated to their
corporate governance responsibilities. Executives who are currently employed need to factor in this
requirement when considering a board nomination.
Executives who are actively employed bring current business pressures to the perspectives they offer
their boards and companies. They are cognizant of new government/regulatory mandates and their
effect on operations. How they are currently dealing with these issues will allow them to offer prudent
guidance and oversight to the executive teams that they advise.
Retired/inactive executives offer a separate benefit: additional time to devote in service to their boards.
They can expend the effort necessary to research complex issues that confront the company and offer
additional support to the executive teams. Many directors in this group serve on multiple boards,
bringing additional governance insights that can benefit a company’s board and operations.
Presently 548 of the current board members (just under 59%) are actively employed, either with their
own company or at an outside firm. The 383 inactive directors are either officially retired, transitioning
between executive opportunities, operate as an independent advisor/consultant, or have made the
career decision to serve on multiple boards as their current career direction. The three largest MCV
company groups have nearly 55% of their board members actively employed; only the smallest MCV
company groups skew higher, with slightly over two-thirds of their serving directors currently employed.
Working Status of Directors
All > $5B $1B-$5B $250M-$1B <$250M
# Active 548 142 124 108 174
# Inactive 383 115 99 83 86
Total 931 257 223 191 260
% Active 58.9% 55.3% 55.6% 56.5% 66.9%
A majority of companies have between a third and two-thirds of their board teams actively employed.
This trend is consistent with all but the smallest group where more boards have over two-thirds of their
members currently active. As a percentage, this group also has the smallest number of companies where
active members form less than one-third of the board members.
Board Composition
All > $5B $1B-$5B $250M-$1B <$250M
# Active > 67% 37 5 8 9 15
# Active 67%-33% 53 15 12 12 14
# Active < 33% 10 2 4 2 2
Total 100 22 24 23 31
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Location of Directors
While the location of a Board Director at first glance might not indicate a measure of diversity, having a
broad geographic reach can offer differing perspectives of conditions that might impact the operation of
their company’s business. Certainly in the case of large market cap companies with values in the billions
of dollars (and with operations and investors from around the world), geographic diversity might be the
most important and yet least recognized attribute when evaluating the diversity of a corporate board.
Slightly more than 52% of all Board Directors on Georgia boards reside in the state of Georgia*. As
outlined above, the largest MCV group of companies has over 60% of their board members living out of
state while the other three groups have a majority of their boards residing in Georgia.
Director Residence
Location All > $5B $1B-$5B $250M-$1B <$250M
# In Georgia 485 97 126 99 163
# Outside of Georgia 446 160 97 92 97
Total 931 257 223 191 260
% In State 52.1% 37.7% 56.5% 51.8% 62.7%
Of the 22 companies with market value over $5 billion, half have less than one-third of their directors
residing in Georgia; almost half of the 31 companies with value of $250 million have over two-thirds of
their directors living in state. A number of these smaller MCV firms are located outside the Metro
Atlanta area. Their board composition situation (primarily in regards to the location of their directors) is
covered in more detail in a later section of this report.
Board Composition of Directors
% Directors All > $5B $1B-$5B $250M-$1B <$250M
Georgians > 67% 34 3 9 7 15
Georgians 33%-67% 29 8 10 6 5
Georgians < 33% 37 11 5 10 11
Total 100 22 24 23 31
*For firms based in Dalton, board members based in Chattanooga are considered to be “in state” for this report.
10. Georgia Corporate Governance Diversity Report 2014 9
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Company Insider Status
The independence of a Corporate Board is crucial in providing upmost confidence to the shareholders of
that company. The national trend has been to reduce the number of executive directors serving on a
board to the company’s CEO and, in some circumstances, a second executive; occasionally a company’s
former CEO is allowed to stay on a board if they guided the company through a remarkably strong
growth phase and has the personality to advise and not dominate the incoming executive team. In some
closed company situations, the founders will have several family members assuming board roles. This
situation offers a much higher level of risk: differing experiences and dissenting opinions are not
available to advise the executive team due a lack diversity of insight needed when offering corporate
guidance. These closed companies offer shares traded on the open market and are evaluated for insider
diversity along with the openly traded firms.
Currently 195 of the 931 board members (20.9%) are considered, for this survey, to be inside directors;
100 of these are the CEO’s of their respective companies. The other 95 are a mix of executive C-Level
members, a company’s former CEO, directors from predecessor companies, people with familial ties to
the company’s founder, and one case of an employee union designated director (Delta Air Lines).
Director Company Insider Status
All > $5B $1B-$5B $250M-$1B <$250M
# Company Insider 195 42 51 41 61
# Company Outsider 736 215 172 150 199
Total 931 257 223 191 260
% Company Insiders 20.9% 16.3% 22.9% 21.5% 23.5%
Half of the Georgia-based companies have only one inside director, with another 27 having two; just
under a quarter of the public firms have 3 (or more) directors with inside ties to the company. Slightly
more than 25% of companies with over $1 billion in market cap have more than two inside directors.
Board Composition of Company Insiders
All > $5B $1B-$5B $250M-$1B <$250M
Insider > 2 23 6 7 5 5
Insider = 2 27 2 6 5 14
Insider = 1 50 14 11 13 12
Total 100 22 24 23 31
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Public Companies based Outside Metro Atlanta
Currently 17 of the Top 100 public companies in Georgia are based outside the metro Atlanta region.
These companies have additional challenges in building diverse boards, primarily in attracting executive
talent from out of state (or even from the Atlanta area). Though there is representation among all four
MCV groups from these 17 firms, nearly half fall into the under $250 million category.
Corporate HQ Location
All > $5B $1B-$5B $250M-$1B <$250M
Inside Metro Atlanta 83 19 21 20 23
Outside Metro Atlanta 17 3 3 3 8
Total 100 22 24 23 31
% Outside Metro Atlanta 17.0% 13.6% 12.5% 13.0% 25.8%
Of these 17 firms, ten are regional banks located throughout the state with only one (Synovus) having a
reach far beyond its home base in west Georgia. These firms draw their corporate boards from the
communities in which they serve, leading to skewing the proportion of directors to being white, male,
currently active, and residing in state. Indeed, many of the banking/financial firms draw their directors
from the communities in which they operate, reflecting the local (as opposed to state or national)
emphasis of their companies.
Though manufacturing is growing outside the metro area, it is being fueled by companies based outside
the state: only two of the 17 Georgia firms based outside the metro region actually manufacture a
product (Mohawk and Flowers Foods). All of the other companies are involved with financial services,
online retailing, or movie cinema operations.
Top 100 MCV Companies based outside Metro Atlanta:
AFLAC Incorporated Mohawk Industries
Ameris Bancorp Southeastern Bank Financial
Carmike Cinemas Southeastern Banking
Citi Trends Southwest Georgia Financial
Colony Bankcorp Synovus Financial
Dixie Group Thomasville Bancshares
Flowers Foods Total System Services, Inc. (TSYS)
Georgia-Carolina Bancshares United Community Banks
Heritage Financial
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Harvard Group International
Board Diversity Data
The following pages break down the Top 100 Georgia based public companies by Market Cap Value into
the four broad groups outlined in this report: MCV greater than $5 billion, $1 billion to $5 billion, $250
million to $1 billion, and less than $250 million. The various charts show the total number of directors
and the break-out by gender and ethnicity demographics. Industry and working status, the location of
directors (in state or out of state), and the relative independence of directors on the boards is also
included in the charts.
A few notes about the methodology used for this report:
Market Cap Values listed were of January 24, 2014. The values were obtained from OneSource
Information Services which calculates MCV by multiplying the closing stock price on Friday (or
the last trading session of the week) by the number of outstanding shares of common stock.
The directors serving on a company’s board were taken from the website of each listed
company on February 1, 2014.
The demographic and other status criteria of the directors were gained through research
including reviewing the company’s websites and most recent proxy statements, LexisNexis and
search engine review of the directors, LinkedIn profile reviews, and personal contact.
Changes that may have occurred between the compilation of data and the publication date of
this report are not reflected in either the commentary in the preceding pages or the following
graph data.
Great effort has been made to verify the accuracy of the data in this report. Any errors or
omissions are purely unintentional. Please contact the author of this report should any
perceived discrepancies exist so the data can be amended for future reports.
17. Georgia Corporate Governance Diversity Report 2014 16
Harvard Group International
About Harvard Group International
Harvard Group International (HGI) is an executive search firm based in the Cumberland/Galleria area of
Cobb County in Atlanta. The firm was founded in 1996 with the premise of offering the highest
standards of executive search while possessing the nimbleness of a specialized consultancy. HGI leads
the industry with a search project completion rate of over 99% and exceptional speed of service with
over 90% of all candidates placed being presented to the client within the first 30 business days of the
search project. Client satisfaction remains high with previous clients accounting for over two-thirds of all
search projects. Part of that satisfaction rests in exclusivity: HGI represents only 10% of the companies
within an industrial sector, allowing for larger pools from which to attract talent.
HGI has successfully completed search projects in multiple industries throughout North America. The
broad range of practice sectors served includes academia, aerospace, automotive, corporate
governance, energy, engineering, financial services, food processing, food service/hospitality,
information technology, life sciences, manufacturing, metallurgy and metal fabrication, non-profit, oil &
gas, retail, and sports management. HGI directs its team of 30 search professionals (and over 300 years
of search industry experience) to attract best-in-class talent for board director appointments, C-Suite,
and senior/junior executive positions as well as key individual contributor roles. Clients of all sizes, from
multinational conglomerates to start ups with fewer than 20 employees, have benefitted from the
expertise provided by the Harvard Group International team.
About the Author
Tom Furlong is the Managing Director of the firm’s Energy and Oil & Gas practice and also works with
the Corporate Governance and Food Service/Hospitality teams. He has over 15 years of search industry
experience and has successfully led executive search projects throughout North America and Asia. Tom
brings a unique style of combining individual respect with expertise to his work, helping to differentiate
both himself and Harvard Group International from other search professionals. He has shared his
expertise through presentations to energy industry and executive groups on a variety of leadership and
career guidance topics. Tom also draws upon his corporate experience of working for 13 years with
Novartis to understand the inner workings of both global operations and the individual teams that give
strength to multi-national corporations.
Contact Information:
Harvard Group International
1640 Powers Ferry Road
Building 25
Marietta, Georgia 30067-1444
p: (404) 459-9045
w: www.harvardsearch.com
t: @harvardsearch
Tom Furlong
Managing Director
p: (678) 214-6065
e: tfurlong@harvardsearch.com
t: @TerrellMillTom