Recent Steven Hall & Partners study on change in value of S&P 500 CEO Outstanding Equity Awards in 2012

1. VALUE OF S&P 500 CEO OUTSTANDING EQUITY
AWARDS SURGE +35.8% IN 2012
Disparity Highlights the Leveraged Nature of Stock Option Awards

2. Value of S&P 500 CEO Outstanding
Awards Study – Key Findings
• Aggregate value of S&P 500 CEO’s outstanding equity awards increased +35.8% in
2012, far outpacing the +12.1% increase in market capitalizations observed
• The disparity between the increase in value of outstanding awards and market
capitalizations was driven by option values
– Appreciation in full value awards more closely tracked the market capitalization increase
• The large increase in stock option values altered the value mix of CEO outstanding
equity portfolios
– Option values made up more than half the portfolio value on December 31, 2012, but reflected
less than half the value in December 2011
• The number of underwater options held by S&P 500 CEOs decreased significantly in
2012
• There were more ‘winners’ than ‘losers’ among the S&P 500 CEOs; 77% have paper
gains of an average of $16.5 million
-1- January 23, 2013

3. Change in Aggregate CEO Outstanding
Equity Awards vs. Market Capitalization
• Aggregate value of S&P 500 CEO’s outstanding equity awards increased +35.8% in
2012
• Aggregate market capitalization for these companies increased +12.1% during the
same period
S&P 500 CEO Outstanding Awards - Aggregate Value S&P 500 Market Capitalization - Aggregate Value
40%
+35.8%
+31.7%
+28.2%
+28.4%
20%
+14.0%
+11.7% +12.1%
+13.7%
+11.4%
+3.9%
0%
-2- January 23, 2013

4. Options vs. Full Value Awards
• The disparity between the increase in value of outstanding awards and market
capitalizations was driven by option values
– Leveraged nature of stock options can result in significant gains if long-term
stock price increases are attained; if stock price falls below exercise
price, options lose all their value
– Total option values increased +58.2%
– Full Value awards increased +15.2%
¨ Unvested service- and performance-based awards
Change in Aggregate Value of CEO Stock Options & Restricted Stock
Awards
Stock Options Restricted Stock
+58.2%
60%
45%
30%
15%
0%
-3- January 23, 2013

5. Change in Value Mix
• The large increase in unexercised stock option values altered the mix in value of
CEO outstanding equity awards
– Majority of outstanding equity value now held in stock options
¨ 56% in unexercised stock options vs. 44% in full value awards
¨ In December 2011, the majority of outstanding equity value was held in full value
awards
Dec-11 Dec-12
Options Full Value
Full Value 44% Options
52% 48%
56%
-4- January 23, 2013

6. Option Value Increases
• Total option values increased +58.2%
– Vested options +50.7%
– Unvested options +79.8%
Dec-11 Dec-12
$14,000
+58.2%
$12,000
$10,000
+50.7%
($ 000s)
$8,000
$6,000
+79.8%
$4,000
$2,000
$0
Total Options Vested Options Unvested Options
-5- January 23, 2013

7. Underwater Stock Options
• The number of underwater options held by S&P 500 CEOs reduced significantly
– 47% of CEOs had at least one underwater option grant outstanding on
December 31, 2012
¨ 65% had at least one underwater grant at the end of 2011
– 25% of all options held by CEOs were underwater at the end of December 2012
¨ 37% of all options were underwater at the end of 2011
– Underwater options are those in which the exercise price exceeds the current
stock price
Dec-11 Dec-12
70%
60% 65%
50%
40% 47%
30% 37%
20% 25%
10%
0%
S&P 500 CEOs with Underwaters S&P 500 Options Underwater
-6- January 23, 2013

8. Winners Versus Losers
• There were more ‘winners’ than ‘losers’ among the S&P 500 CEOs. Of the 497
CEOs analyzed in the study:
– 77% gained an average of $16.5 million
– 20% lost an average of -$3.8 million
– These are all ‘paper’ gains/loses
¨ Actual gains/loses are not realized until options are exercised or full value awards vest
# of Average Median Aggregate
CEOs Change ($MMs) Change ($MMs) Change ($MMs)
Value Increased 383 +$16.5 +$6.6 +$6,324.2
Value Decreased 100 ($3.8) ($2.6) ($384.0)
No Change in Value 14 - - -
Total Sample 497 +$12.0 * +$3.9 * +$5,940.2
* Numbers are not additive.
-7- January 23, 2013

9. About the Study
• Analyzed equity held by CEOs as disclosed in proxy statements filed in 2012 for
companies listed in the S&P 500 on December 31, 2012
– Excludes three companies (two that went public during the year and one without
sufficient information disclosed)
• Equity Valuation
– Stock Options calculated as the difference between month-end stock prices and
the option exercise price multiplied by the number of options held
– Full value awards valued by multiplying stock price by the number of shares held
• For additional details regarding the study, please contact Steven Hall Jr.
– 212-488-5400
– sehall@shallpartners.com
-8- January 23, 2013

10. About Steven Hall & Partners
Steven Hall & Partners is an independent executive compensation consulting firm serving
as outside counsel to Boards, Compensation Committees and management. The firm
focuses solely on executive compensation, Director remuneration and related corporate
governance matters.
For more information
Web: www.shallpartners.com
Email: shp@shallpartners.com
Phone: 212.488.5400
Twitter: @SHallPartners
-9- January 23, 2013