U.S. Board Members Getting Older

15% of S&P 500 directors are over 69; half of Berkshire directors are 80 or older.

Tom Perkins, who is leaving the News Corp. board next month after saying two octogenarian directors are too many, wouldn’t feel so old if he served at Warren Buffett’s Berkshire Hathaway Inc.

Buffett, 81, and Vice Chairman Charles Munger, 87, are among six directors on the 12-member board at Omaha, Nebraska-based Berkshire who are at least 80 years old. News Corp. Director Kenneth Cowley, 76, is also stepping down at the firm’s Oct. 21 annual meeting as Chairman and Chief Executive Officer Rupert Murdoch, 80, adds 50-year-old James Breyer to the board.

Berkshire’s willingness to retain directors in their ninth decades reflects Buffett’s influence on the firm and a national trend toward older boards. About 15 percent of directors at companies in the Standard & Poor’s 500 Index are older than 69, compared with 9.8 percent in 2002, according to data compiled by executive-compensation benchmarking firm Equilar. Proxy filings reviewed by Bloomberg showed 52 directors were age 80 or older.

“You can have great 85-year-olds and horrible 55-year-olds,” said Anne Sheehan, director of corporate governance for the $155 billion California State Teachers’ Retirement System. “A lot of this depends on the 80-year-old because I’d love to have Warren Buffett on any board.”

Boardroom age limits are less prevalent and set higher than they were five years ago, according to the latest report on director trends by executive recruitment company Spencer Stuart. Companies use age limits to promote turnover and assure investors that management is getting new ideas. Those goals may instead be achieved through term limits, Sheehan said.

‘Refresh the Board’
“You have to refresh the board, whether it’s through term limits or through age limits,” said Charles Elson, director of the University of Delaware’s Center for Corporate Governance.

Murdoch is adding a venture capitalist in Breyer, who also serves on the boards of Wal-Mart Stores Inc. and Facebook Inc. Former News Corp. Group General Counsel Arthur Siskind, 72, is set to become the company’s oldest director after Murdoch. News Corp.’s Natalie Bancroft, a 31-year-old opera singer, is the youngest director at an S&P 500 firm.

Bancroft, whose family sold Dow Jones & Co. to News Corp., was among 17 directors under 40 at the time of the most recent proxy filings, which were analyzed by Bloomberg. Mortimer Caplin of Danaher Corp. at 95 is the oldest of 10 directors over 85.

“It’s a question of competence,” said Caplin, who served as commissioner of the Internal Revenue Service from 1961 to 1964, in an interview. “In a way, I feel age is irrelevant.”

Older Boards
A total of 64 percent of the directors at S&P 500 firms were 60 or older, and the average age was 62 years, according to data compiled by Bloomberg Rankings from the filings and company websites. That compares with averages of 70 for Berkshire and 60 for News Corp.

In addition to Buffett and Munger, Berkshire’s octogenarian directors include billionaires Walter Scott and David Gottesman, principal at investment advisory firm First Manhattan Co. and one of Berkshire’s largest investors. Scott, a former chairman of construction company Peter Kiewit Sons’ Inc., joined the Berkshire board in 1988 and in 2000 invested alongside Buffett’s firm in the acquisition of MidAmerican Energy Holdings Co. He turned 80 this year.

“There is a concern at a certain point, ‘Are you going to rubber-stamp, are you going to stop paying attention?” said Jill Fisch, a professor at the University of Pennsylvania Law School who has written about corporate governance. “But I don’t think there is a bright line in terms of age.”

Keough, Murphy
Another Berkshire director, former Coca-Cola Co. President Donald Keough, 85, is chairman of investment banking firm Allen & Co., which hosts the annual Sun Valley retreat for media moguls. Thomas Murphy, 86, helped build Capital Cities/ABC. Berkshire’s youngest director is 48-year-old Susan Decker, the former president of Yahoo! Inc.

Gottesman, Keough and Murphy were appointed by Buffett, the chairman and CEO, in 2003 as he expanded the board following the enactment of the Sarbanes-Oxley law. Directors including Microsoft Corp. co-founder Bill Gates, 55, and Comcast Corp. Executive Vice President Stephen Burke, 53, have since been added. The board’s responsibilities, Buffett has said, include settling on his successor, and telling him to step down if his mind deteriorates.

“Humans age at greatly varying rates -- but sooner or later their talents and vigor decline,” Buffett said in the letter accompanying Berkshire’s 2005 annual report. “When their abilities ebb, so usually do their powers of self-assessment. Someone else often needs to blow the whistle. When that time comes for me, our board will have to step up to the job.”

Integrity, Savvy
Buffett has written in his annual letters about the qualifications and functions for the Berkshire board, said Debbie Bosanek, an assistant to Buffett, in an e-mail. Directors must have “very high integrity, business savvy, shareholder orientation and a genuine interest in the company,” Berkshire said in governance guidelines posted on its website. Neither Berkshire nor News Corp. has set age or tenure limits.

“The company’s policy regarding director tenure and retirement is determined on a case-by-case basis depending upon various factors, including the age and experience of the director and his or her history of service on the board,” News Corp. said in its statement of corporate governance. Candidates for director “must be individuals of personal integrity and ethical character, and who value and appreciate these qualities in others.”

Jack Horner, a News Corp. spokesman, declined to comment.

Buffett, Murdoch
Buffett and Murdoch have controlled their firms for decades and brought family members onto the boards. Buffett has said his son Howard, a Berkshire director, may become the next chairman. Buffett’s late first wife, Susan, was on the board until 2004. Murdoch’s sons, 40-year-old Lachlan and 38-year-old James, are News Corp. directors.

Murdoch’s board has been under pressure as U.K. authorities expand an investigation into the use of phone-hacking to gather material for news stories. Murdoch and his son James were questioned by a parliamentary committee. Viet Dinh, 43, is the independent director tasked with overseeing the company committee cooperating with investigators.

Perkins, who turns 80 in January, has been on the News Corp. board since 1996 and is a former director of Hewlett-Packard Co. A founding partner of venture capital firm Kleiner Perkins Caufield & Byers, he quit the HP board in 2006 to protest the company’s probe of media leaks. He said in a Sept. 2 interview that his News Corp. resignation is unrelated to the phone-hacking probe.

Corporate Governance
“We agreed that having two 80-year-olds on the board wasn’t great corporate governance,” Perkins said. “This has nothing to do with current events.”

Bloomberg LP, the parent of Bloomberg News, competes with units of New York-based News Corp. in providing financial news and information.

Buffett’s scorn for mandatory retirement grows stronger every year, he said in 1995. The disdain extends to limits on executives as well as directors. He encourages Berkshire managers to work beyond the traditional retirement age of 65 and has joked about convening séances after his death to preserve his leadership. In 2003, Buffett praised John Holland, the then- 70-year-old head of Berkshire unit Fruit of the Loom, for returning from retirement.

“I am trying to convince him to make his next retirement coincident with mine, presently scheduled for five years after my death -- a date subject, however, to extension,” Buffett said in the letter accompanying Berkshire’s 2002 annual report.

Berkshire Leaders
Al Ueltschi, the 94-year-old founder and chairman emeritus of Flight Safety International, sold his company to Buffett in 1996 and remained CEO until 2004.

Berkshire is preparing for its next generation of leaders and on Sept. 12 announced the hiring of hedge-fund manager Ted Weschler, who will help oversee investments with 40-year-old Todd Combs, hired last year. Buffett will continue to manage most of the portfolio “until his retirement,” Berkshire said in a statement.

“That’s the first time I’ve seen that word,” said Andrew Kilpatrick, who wrote “Of Permanent Value: The Story of Warren Buffett.” “I don’t think ‘retirement’ is in his vocabulary.”

The average age of an S&P 500 director has risen two years since 2000 and the percentage of boards with a mandatory retirement age has declined 5 percent in the last five years, according to Spencer Stuart. Company rules capping director ages at 70 have dropped by half over the last five years, and limits of 72 or older have risen 39 percent, Spencer Stuart said.

The companies with the oldest boards by average age, at about 71, are Titanium Metals Corp., Vornado Realty Trust and CBS Corp., headed by 88-year-old Chairman Sumner Redstone, according to data compiled by Bloomberg. Sears Holdings Corp. has the youngest, with an average age of about 51, followed by Google Inc. and Netflix Inc. at about 53.

“The question is less how old they are and more how much independent perspective they provide to management,” said Charles Whitehead, an associate professor of law at Cornell Law School in Ithaca, New York. “Very often that’s a question of character, not age.”



Copyright 2017 Bloomberg. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.


Advertisement. Closing in 15 seconds.