Tom Furlong, Managing Director Harvard Group International

tfurlong@harvardsearch.com 678.214.6065

Georgia Corporate Governance Diversity Report 2014

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

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:

Georgia Corporate Governance Diversity Report 2014 3 Harvard Group International

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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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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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

Georgia Corporate Governance Diversity Report 2014 7 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.

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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

Georgia Corporate Governance Diversity Report 2014 10 Harvard Group International

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

Georgia Corporate Governance Diversity Report 2014 11 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.

Georgia Corporate Governance Diversity Report 2014 12 Harvard Group International

Market Cap Value over $5 Billion

Gender Ethnicity Industry Status

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Acuity Brands 5,364 9 8 1 1 8 1 8 2 7 5 4 1 8

AFLAC Incorporated 29,033 14 12 2 2 1 11 6 8 10 4 13 1 8 6

AGCO Corporation 5,168 10 9 1 1 1 8 1 9 6 4 1 9 1 9

AGL Resources 5,600 16 13 3 2 1 13 2 14 6 10 6 10 1 15

Coca-Cola Company 171,514 17 13 4 3 1 13 2 15 15 2 4 13 1 16

Coca-Cola Enterprises 11,302 12 8 4 1 11 3 9 7 5 4 8 1 11

Delta Air Lines 26,616 14 12 2 2 12 4 10 9 5 4 10 3 11

Equifax 8,490 10 9 1 10 2 8 6 4 4 6 1 9

FleetCor Technologies 8,652 8 8 0 8 1 7 7 1 3 5 1 7

Genuine Parts Company 12,710 12 10 2 12 4 8 6 6 9 3 4 8

Home Depot 111,475 11 8 3 1 10 3 8 8 3 2 9 1 10

ICE Group 23,509 14 13 1 14 4 10 5 9 1 13 1 13

Invesco 14,841 11 10 1 11 2 9 1 10 2 9 1 10

Mohawk Industries 10,266 8 7 1 1 7 3 5 5 3 1 7 3 5

NCR Corporation 5,922 8 6 2 8 1 7 3 5 3 5 1 7

Newell Rubbermaid 8,889 12 10 2 1 1 2 8 4 8 7 5 1 11 1 11

Ocwen Financial 6,365 7 7 0 7 5 2 4 3 3 4 3 4

Rock-Tenn Company 6,901 10 8 2 10 2 8 6 4 5 5 2 8

Southern Company 36,345 13 11 2 2 11 4 9 10 3 3 10 1 12

SunTrust Banks 20,399 13 11 2 2 11 1 12 5 8 4 9 1 12

Total System Services (TSYS) 5,876 15 14 1 15 6 9 9 6 15 0 3 12

United Parcel Service 89,428 13 10 3 1 12 2 11 5 8 4 9 2 11

Total 624,663 257 217 40 18 5 4 230 63 194 142 115 97 160 42 215

Georgia Corporate Governance Diversity Report 2014 13 Harvard Group International

Market Cap Value between $5 Billion and $1 Billion

Gender Ethnicity Industry Status

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Aaron's 2,071 9 7 2 2

7 2 7 6 3 9 0 2 7

Arris Group 3,537 10 8 2 10 4 6 3 7 6 4 1 9

Asbury Automotive 1,484 9 8 1 2

7 3 6 7 2 3 6 2 7

Carter's 3,771 10 8 2 10 4 6 3 7 1 9 1 9

Cousins Properties 2,010 9 8 1 9 5 4 4 5 7 2 5 4

Cumulus Media 1,401 7 6 1 7 3 4 5 2 1 6 1 6

Examworks Group 1,113 7 7 0 7 3 4 4 3 2 5 2 5

Flowers Foods 4,531 12 11 1 1 1 10 5 7 4 8 7 5 4 8

Graphic Packaging 4,812 11 10 1 11 2 9 6 5 4 7 1 10

Gray Television 2,997 8 6 2 8 1 7 5 3 8 0 3 5

HD Supply 4,328 10 9 1 10 1 9 9 1 1 9 1 9

Interface 1,422 11 9 2 1

10 2 9 8 3 4 7 1 10

Manhattan Associates 2,512 7 7 0

1 6 6 1 4 3 5 2 3 4

MedAssets 1,377 10 9 1 10 5 5 6 4 2 8 2 8

Mueller Water Products 1,367 10 8 2 2

8 1 9 2 8 4 6 1 9

Oxford Industries 1,258 10 9 1 10 3 7 7 3 10 0 3 7

Piedmont Office 2,687 9 9 0 9 6 3 2 7 6 3 1 8

Post Properties 2,519 8 7 1 8 4 4 5 3 5 3 1 7

Primerica 2,370 10 8 2 2

8 6 4 8 2 5 5 2 8

Rollins 4,245 8 8 0 8 3 5 3 5 8 0 4 4

RPC 4,081 9 8 1 9 1 8 3 6 9 0 6 3

Schweitzer-Mauduit 1,423 7 6 1 7 2 5 5 2 3 4 1 6

Synovus Financial 3,384 14 12 2 1 13 3 11 9 5 10 4 2 12

United Community Banks 1,049 8 7 1 8 3 5 6 2 6 2 1 7

Total 61,750 223 195 28 11 1 1 210 78 145 124 99 126 97 51 172

Georgia Corporate Governance Diversity Report 2014 14 Harvard Group International

Market Cap Value between $1 Billion and $250 Million

Gender Ethnicity Industry Status

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Agilysys 316 7 7 0 1 6 4 3 5 2 2 5 1 6

American Software 274 6 6 0 6 3 3 4 2 6 0 3 3

Ameris Bancorp 487 8 8 0 1 7 4 4 1 7 7 1 1 7

Axiall 550 11 10 1 11 4 7 4 7 2 9 3 8

Carmike Cinemas 605 8 7 1 8 1 7 6 2 5 3 1 7

Citi Trends 254 5 4 1 5 5 0 4 1 1 4 1 4

Crawford & Company 404 9 8 1 1 1 7 3 6 5 4 4 5 2 7

Cryolife 302 8 8 0 8 5 3 4 4 1 7 1 7

Earthlink 477 9 5 4 9 5 4 3 6 2 7 1 8

Ebix 516 6 6 0 2 4 2 4 4 2 1 5 2 4

Fidelity Southern 305 10 10 0 10 2 8 7 3 10 0 2 8

Gentiva Health Services 440 9 9 0 9 3 6 3 6 2 7 3 6

Haverty Furniture 634 10 8 2 1 1 8 3 7 6 4 9 1 2 8

InterNAP Network Services 430 7 5 2 7 4 3 2 5 5 2 1 6

Marine Products 328 9 8 1 9 2 7 3 6 8 1 5 4

MiMedx Group 846 9 9 0 9 5 4 4 5 4 5 1 8

Neenah Paper 688 8 7 1 8 2 6 6 2 4 4 2 6

Numerex 275 8 7 1 8 2 6 6 2 2 6 1 7

Popeyes 983 9 7 2 2 1 1 5 1 8 8 1 5 4 1 8

Premiere Global Services 499 7 7 0 7 1 6 5 2 2 5 1 6

Saia 804 9 8 1 9 3 6 4 5 4 5 1 8

State Bank Financial 552 11 8 3 11 5 6 9 2 11 0 4 7

Zep 368 8 7 1 8 2 6 5 3 2 6 1 7

Total 11,336 191 169 22 5 3 4 179 71 120 108 83 99 92 41 150

Georgia Corporate Governance Diversity Report 2014 15 Harvard Group International

Market Cap Value less than $250 Million

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AdCare Health Systems 69 10 10 0 10 3 7 6 4 2 8 5 5

Alimera Sciences 203 9 9 0 9 6 3 6 3 3 6 1 8

Atlantic American 85 9 7 2 9 5 4 4 5 8 1 5 4

Atlanticus 44 5 5 0 5 2 3 4 1 4 1 2 3

Beazer Homes USA 147 8 7 1 8 2 6 6 2 2 6 2 6

BlueLinx 147 9 9 0 9 2 7 3 6 1 8 5 4

Cbeyond 200 7 6 1 7 5 2 4 3 3 4 1 6

CCF Holding Company 4 8 8 0 8 2 6 6 2 8 0 2 6

Citizens Bancshares 13 9 7 2 8 1 3 6 5 4 9 0 1 8

Colony Bankcorp 53 8 8 0 8 2 6 8 0 8 0 2 6

Concurrent Computer 76 7 7 0 1 6 2 5 5 2 2 5 1 6

Dixie Group 181 9 8 1 9 2 7 6 3 8 1 2 7

DLH Corp 28 7 7 0 1 6 2 5 4 3 2 5 2 5

Exide Technologies 22 8 8 0 8 2 6 4 4 1 7 1 7

GBS Enterprises 6 6 6 0 1 5 4 2 5 1 1 5 1 5

Georgia-Carolina Bancshares 52 16 14 2 16 3 13 13 3 16 0 2 14

Global Payments 52 9 8 1 1 1 7 7 2 2 7 3 6 1 8

Heritage Financial 146 11 10 1 11 3 8 4 7 11 0 2 9

Orion HealthCorp 1 6 5 1 6 2 4 6 0 1 5 1 5

Perma-Fix Environmental 40 8 8 0 8 3 5 2 6 2 6 1 7

Preferred Apartment 118 8 8 0 8 3 5 5 3 7 1 3 5

Premier Exhibitions 49 7 7 0 7 1 6 6 1 0 7 2 5

PRGX Global 206 8 6 2 8 1 7 5 3 3 5 1 7

SouthCrest Financial Group 22 10 9 1 10 3 7 4 6 10 0 2 8

Southeastern Bank Financial 141 11 11 0 11 3 8 11 0 11 0 2 9

Southeastern Banking 23 8 7 1 8 3 5 7 1 8 0 3 5

Southwest Georgia Financial 28 9 9 0 9 2 7 9 0 9 0 2 7

Streamline Health Solutions 113 7 7 0 7 5 2 5 2 2 5 1 6

SunLink Health Systems 13 8 7 1 8 4 4 5 3 4 4 1 7

Thomasville Bancshares 86 10 9 1 10 2 8 9 1 10 0 2 8

Video Display Corporation 30 5 4 1 5 2 3 5 0 4 1 2 3

Total 2,397 260 241 19 10 1 2 247 91 169 174 86 163 97 61 199

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