2012 Catalyst Census Fortune 500
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1 2012 Catalyst Census Fortune 500 Impetus In 1993, Catalyst instituted an annual Census to systematically examine women s representation at the highest levels of corporate America. First assessing the status of women on boards, in 1996 Catalyst expanded the series to measure women s representation in senior leadership positions. The Census reports were designed to establish accurate statistics and provide points of comparison with the goal of promoting women s advancement and garnering attention for this issue. Research Design The Catalyst Census utilizes a research methodology that counts a population. This design differentiates Catalyst s research from studies that utilize survey methodologies because it removes the need for a representative sample, thereby ensuring a precise picture of women s status and progress. Catalyst studies Fortune 500 companies as the population not only because these are the largest companies by revenue in the United States each year, but also because they are widely recognized as the most powerful and influential businesses. Catalyst gathered public data from Securities and Exchange Commission (SEC) annual filings submitted as of June 30, For insurance companies that do not submit annual filings to the SEC, Catalyst obtained data from the National Association of Insurance Commissioners (NAIC) regulatory database of key annual statements submitted as of June 30, Data submitted to the SEC and NAIC comply with federal or state requirements governing the content and timing of the filings. To provide additional points of comparison, Catalyst analyzed Fortune 500 companies by regional headquarters location and North American Industrial Classification System (NAICS) industry sectors Company Notes Catalyst studied companies on the Fortune 500 list published May 21, A specific company structure and an event necessitated the use of the following data sources: Fortune Rank Company Situation 88 TIAA-CREF TIAA s NAIC Key Annual Statement and CREF s SEC Proxy Statement 477 CVR Energy SEC Schedule 14F-1, Statement regarding change in majority of directors Catalyst 2012
2 2012 Excluded Companies Insufficient data for three companies led to their exclusion from analysis. Certain situations prevented the following companies from updating their annual filings with the SEC: Fortune Rank Company Situation Date 210 Land O Lakes Delisted with the SEC (Redeemed bonds) 12/15/ Peter Kiewit Sons Delisted with the SEC (Filed Form 15) 01/15/ Great Atlantic & Pacific Tea Delisted with the SEC (Filed Form 15) 03/14/ Excluded Companies Catalyst studied companies on the Fortune 500 list published May 23, Insufficient data for three companies led to their exclusion from analysis. Certain situations prevented the following companies from updating their annual filings with the SEC: Fortune Rank Company Situation Date 218 Land O Lakes Delisted with the SEC (Redeemed bonds) 12/15/ Peter Kiewit Sons Delisted with the SEC (Filed Form 15) 01/15/ Smurfit-Stone Container Delisted with the SEC (Filed Form 15) 06/30/2010 Women Board Directors Individuals included are those listed in SEC filings as serving on the board up to the annual meeting of shareholders and those listed in NAIC filings as Directors. Catalyst collects race/ethnicity data from many sources, including previous Catalyst Census data, diversity publications, and biographies. Catalyst ed and called contacts at Fortune 500 companies to request verification of the collected race/ethnicity data. Contacts, who varied by company, included employees in media and investor relations departments. Additionally, Catalyst ed women board directors for self-verification. The race/ethnicity data was drawn from 493 companies, including 442 companies with complete race/ethnicity data for each woman board director and 51 companies with no women board directors. Verifiable data decreased from 495 companies in Catalyst 2012 Appendix 1 Methodology 2
3 Women Executive Officers and Top Earners Individuals included are those listed as Executive Officers 1 in SEC filings and those listed in NAIC filings as Officers. Appendices 2 8 Company names are listed in Fortune style. Percentages and averages for regions and industries were calculated as follows: Percentage of women directors and women Executive Officers: The sum of all board seats or Executive Officer positions held by women in each group divided by the sum of all board seats or Executive Officer positions in each group. Average number of women directors and women Executive Officers: The sum of all board seats or Executive Officer positions held by women in each group divided by the number of companies in each group. Average number of directors and Executive Officers: The sum of all board seats or Executive Officer positions in each group divided by the number of companies in each group. Definitions Board Leadership Positions Women s share of board leadership positions is a visible indicator of women s power on boards. Catalyst counts the disclosed board leadership positions which can include the board chair, lead director, and the chairs of the Audit, Compensation, and Nominating/Governance committees by company. For analysis purposes, this means that an individual can hold more than one leadership position, either at different companies or within the same company. For example, an individual director serving on two boards can be Company A s board chair and Company B s lead director. Another example would be an individual director serving as both the lead director and the compensation committee chair at Company C. Board Seats Catalyst collects the name and gender of every board member for each Fortune 500 company. For analysis purposes, this means that directors can serve on more than one company s board. For example, an individual director who serves on the board of Company A and Company B would be counted twice. Company Types 2012 analysis is based on 461 public, 20 private, 15 mutual insurance companies, and one cooperative company. A public company has held an initial public offering and has shares that are traded on a stock exchange or in the over-the-counter market. Private companies are owned by one or several individual(s), a family, or a parent company and do not trade shares on a stock market. A mutual insurance company is owned by its policyholders and does not trade shares on a stock market. Cooperatives are jointly owned by a collective of individuals, operate on the principles of democracy, and do not trade shares. For the purposes of these reports, company type was determined by the 2012 Fortune 500 list. 1. The term executive officer, when used with reference to a registrant, means its president, any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function or any other person who performs similar policy-making functions for the registrant. Executive officers of subsidiaries may be deemed executive officers of the registrant if they perform such policy-making functions for the registrant. Source: Electronic Code of Federal Regulations, Title 17: Commodity and Securities Exchange, section 240.3b-7. Catalyst 2012 Appendix 1 Methodology 3
4 Executive Officer Positions Catalyst collects the name and gender of every Executive Officer for each Fortune 500 company. Because companies submit annual filings to the SEC and NAIC based on the company s fiscal year ends, this means that, for analysis purposes, an officer could be employed by more than one company. For example, an Executive Officer initially employed by Company A at the time of its filing could subsequently leave Company A, join Company B, and also be listed as an Executive Officer on Company B s filing. NAICS Industry Sectors The North American Industry Classification System (NAICS) is an industry classification system developed by the statistical agencies of Canada, Mexico, and the United States. 2 Catalyst collected each company s classification from Hoover s database of companyreported NAICS codes. Industry classifications are based on the two-digit NAICS sectors with one modification adopted from the NAICS Supersectors for the Current Employment Statistics Program: Manufacturing (Sectors 31 33) was reclassified into Durable Goods and Nondurable Goods. For 2012 analysis, no Fortune 500 companies were classified as Other Services except Public Administration (Sector 81). Race/Ethnicity The share of board seats held by women of color is another visible indicator of the level of diversity on boards. Catalyst uses the race and ethnicity definitions established by the U.S. Census Bureau, but treats race and ethnicity as mutually exclusive categories. Women of color refers to the aggregate of the following categories: Asian women ( origins in any of the original peoples of the Far East, Southwest Asia, or the Indian subcontinent ); black women ( origins in any of the black racial groups of Africa ); Latinas ( of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin ); and Other women (identifying as a woman of color but not elsewhere classified). The fifth category is white women ( origins in any of the original peoples of Europe, the Middle East, or North Africa ). 3 For 2012 analysis, no women directors were verified as Other. 2. U.S. Census Bureau, Frequently Asked Questions (FAQs) NAICS. 3. U.S. Census Bureau, Office of Management and Budget, Revisions to the Standards for the Classification of Federal Data on Race and Ethnicity. Catalyst 2012 Appendix 1 Methodology 4
5 Region Catalyst classifies each Fortune 500 company s regional headquarters location based on the 2012 Fortune 500 list. For 2012 analysis, no Fortune 500 companies were headquartered in the following 12 states: Alaska (AK), Hawaii (HI), Maine (ME), Mississippi (MS), Montana (MT), New Hampshire (NH), New Mexico (NM), North Dakota (ND), South Dakota (SD), Vermont (VT), West Virginia (WV), and Wyoming (WY). Top Earners Women s share of top earner Executive Officer positions is a visible indicator of women s status in companies. Catalyst counts the number of top earners for Fortune 500 companies that submit annual filings to the SEC. Catalyst defines top earners as current Executive Officers whose total compensation is among the top five amounts disclosed. 4 For analysis purposes, this means that a company can have five or fewer top earners analysis is based on 482 companies. STATES INCLUDED IN EACH REGION Midwest IA IL IN KS MI MN MO ND NE OH SD WI Northeast CT MA ME NH NJ NY PA RI VT South AL AR DC DE FL GA KY LA MD MS NC OK SC TN TX VA WV West AK AZ CA CO HI ID MT NM NV OR UT WA WY 4. SEC regulations require the disclosure of the total compensation of at least five individuals: the principal executive officer (CEO), the principal financial officer (CFO), and the company s three most highly compensated executive officers (excluding the CEO/CFO) as of the end of the company s last completed fiscal year. In addition, companies must disclose the total compensation of up to two additional individuals who would have been top earners except for the fact that these individuals were not employed as named executive officers as of the end of the company s last completed fiscal year. Source: Electronic Code of Federal Regulations, Title 17: Commodity and Securities Exchange, section (a)(3). The findings, views, and recommendations expressed in Catalyst reports are not prepared by, are not the responsibility of, and do not necessarily reflect the views of the funding organizations. Mentor Circle Sponsor: Catalyst 2012 Appendix 1 Methodology 5
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