The only time we hear about a board of directors is when its members are up to no good. Proxy battles, compensation scandals, and takeover proposals bring these stewards of corporate governance into the spotlight, but when they're simply doing their jobs, nobody pays any attention. So this Fool is here to highlight a few boards of directors, whether good or bad, to give you a more detailed picture of their companies. No need for scandals.
Meet the board
The company bylaws allow for three to 11 directors at any given time. Out of seven board members, AMD enlists six independent directors according to standards set by the New York Stock Exchange and the Securities and Exchange Commission, which is plenty to satisfy the 51% majority of external directors the exchange requires. The seventh is CEO and Chairman Hector de Ruiz.
Let's get some color on the most prominent names. Ruiz took the wheel from co-founder Jerry Sanders when Sanders retired in 2004 after nearly 40 years of service. Ruiz spent 14 years as president of Motorola's (NYSE: MOT ) semiconductor segment, now known as Freescale. He is on the Eastman Kodak (NYSE: EK ) board and is chairman of former AMD subsidiary Spansion (Nasdaq: SPSN ) .
Robert Palmer is the lead independent director, and the chairman of the nominating and corporate governance committee. That gives him considerable say over the board's direction. That committee is also responsible for keeping AMD out of hot water with the SEC, and is doing a good enough job to land in the top three of an 1,100-company corporate governance review two years running. Palmer was the CEO of Digital Equipment (DEC) until it was acquired by Compaq -- now Hewlett-Packard (NYSE: HPQ ) .
Bruce Claflin retired as president and CEO of 3Com (Nasdaq: COMS ) last year, and also spent 22 years at IBM in various positions, including president of the American PC segment. In between, Claflin was a high-ranking marketing executive at DEC. Yes, there are a lot of former DEC executives here -- President and Chief Operating Officer Dirk Meyer was the lead developer of the DEC Alpha processor, from which the original Athlon processor gained its system bus architecture.
Claflin is the chairman of the compensation committee -- that's the people setting salaries, bonuses, and other perks for board members and executives alike. Well, subject to a vote by the full board, but the recommendations carry plenty of weight.
The only woman on the board, and also its youngest member at 53 years of age, is Paulett Eberhart, the CEO and president of industrial automation firm Invensys Process Systems. She leads the audit committee, which double-checks the financial reports and internal records for accuracy. Not surprisingly, that's the busiest committee, holding more meetings than any of the others.
Perks and power
Unlike some other businesses, AMD does not require its board members to own any company stock. However, each director owns at least 10,000 shares of common stock, and all but recent addition John Caldwell have tens of thousands of unexercised stock options. Caldwell, who joined the board as part of the ATI merger last fall, likely won't ever be granted any options, because future share-based compensation will be in the form of restricted shares only.
Each independent director was paid a base salary of $65,000 for his or her service in 2006. On top of that, the committee leaders got $10,000 extra, or $20,000 for Eberhart, as chairman of the audit committee, and Palmer, the lead independent director.
To qualify for these salaries, the board members must attend 75% of their scheduled meetings. That's not as hard as it sounds, even if the board is spread across the nation: Not only do the bylaws allow meetings to happen anywhere the board chooses, but Delaware corporate law (that's where AMD is incorporated) allows boards to meet by teleconference.
While the board is supposed to steer AMD's general business, and many of its members surely do have enough insight into the company to make meaningful contributions, perhaps its heaviest hammer is the power to hire or fire any of the top executives with a simple majority vote. That's why takeovers often target board seats -- with enough boardroom votes, you can remake the company in your image.
Final Foolish thoughts
I think AMD comes across as something of a spiritual successor to good old DEC when you look at the composition of its board, especially when you cast a quick glance at the executive roster, too. It's a diverse board with representation from various industries but a heavy technology weighting, one woman director, and a chairman born in Mexico.
Many of the directors are nearing retirement age, though -- their ages range from 53 to 70 today, with most around 60 years old. Experience can be a great asset, but it looks like there's some serious turnover coming in the next few years.
For now, a cool-headed boardroom sounds good, the better to guide AMD through some turbulent times and plenty of challenges in the processor market. I'd love to be a Fool on the wall in some of those meetings.
For more Foolishness:
- Intel vs. AMD: It's On
- AMD's Good News Might Not Be So Good
- You've Got to Hear This!
- Stocks With Scruples
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Fool contributor Anders Bylund is an AMD shareholder but holds no other position in any of the companies discussed here. He's a big fan of corporate responsibility. You can check out Anders' holdings if you like, and you're never bored with Foolish disclosure.