Below reflects the Cooper Industries Board Composition as of May 1, 2007.
STEPHEN G. BUTLER
Director since 2002
Mr. Butler was Chairman and Chief Executive of KPMG (accounting firm)
from 1996 until 2002 when he retired. He is also a director of ConAgra
Foods, Inc.
and Ford Motor Company.
JAMES J. POSTL
Director since 2003
Mr. Postl was the President and Chief Executive Officer of
Pennzoil-Quaker State Company (automotive products and services)
from 2000 until 2002 when he retired. He was named President and
Chief Operating Officer and was elected to the Board of Directors
for Pennzoil-Quaker State Company in 1998. He is also a director
of Centex Corporation
ROBERT M. DEVLIN
Director since 1997
Mr. Devlin is Chairman of Curragh Capital Partners (a private equity firm). He is a principal owner and director of Forethought Financial Group, Inc., a life insurance and financial services company. He is also a director of LKQ Corporation.
Kirk S. Hachigian
Director since 2004
Kirk S. Hachigian is Chairman, President and Chief Executive Officer of Cooper Industries, Ltd. He was named Chairman in February 2006 and President and Chief Executive Officer in May 2005. He was named President and Chief Operating Officer and elected as a member of Company's Board of Directors in August 2004, and was named Chief Operating Officer in November 2003. Hachigian joined Cooper in 2001 as Executive Vice President, Operations. He is also a director of American Standard Companies, Inc.
IVOR J. EVANS
Director since 2003
Mr. Evans is a partner at Thayer Capital Partners, a private equity firm. He previously served as Vice-Chairman of Union Pacific Corporation and its
principal operating company, Union Pacific Railroad Company
(rail carrier and transportation) until February 2005 when he retired. He was named Vice Chairman in January 2004 and previously served as
President and Chief Operating Officer of Union Pacific Railroad
Company since 1998. He is also a director of ArvinMeritor, Inc., Textron Inc.,
Spirit Aerosystems Holdings, Inc. and Suntron Corporation.
GERALD B. SMITH
Director since 2000
Mr. Smith is Chairman and Chief Executive Officer of Smith Graham & Company, an investment management firm that he founded in 1990. He is also a Trustee of The Charles Schwab Mutual Funds, and a chairman of the Audit Committee of ONEOK Partners, L.P.
JAMES R. WILSON
Director since 1997
Mr. Wilson is Deputy Chairman of Cooper Industries, Ltd and served as Chairman, President and Chief Executive Officer of Cordant Technologies Inc. from 1995 until 2000, when he retired. He is also a director of Goodrich Company.
DAN F. SMITH
Director since 1998
Mr. Smith has served as President and Chief Executive Officer of Lyondell Chemical Company (petrochemicals and refining operations) since 1996. Since 1997, he has also served as Chief Executive Officer and a member of the Partnership Governance Committee of Equistar Chemicals, LP. He also has served as the Chief Executive Officer of Millennium Chemicals Inc, since December 1, 2004. Equistar Chemicals, LP and Millennium Chemicals Inc. are wholly owned subsidiaries of Lyondell. He is also a director of Lyondell Chemical Company.
MARK S. THOMPSON
Director since 2007
Dr. Thompson has served as President and Chief Executive Officer of Fairchild Semiconductor International, Inc. (semiconductor solutions) since April 2005. He previously served as Executive Vice President, Manufacturing and Technology Group, since December 2004. Prior to joining Fairchild Semiconductor, he was President and Chief Executive Officer of Big Bear Networks, Inc. (optoelectronic network solutions) since August 2001. Previously, he was Vice President and General Manager of Tyco Electronics Power Components Division. He is also a director of American Science and Engineering, Inc. and Fairchild Semiconductor International, Inc.
LAWRENCE D. KINGSLEY
Director since 2007
Mr. Kingsley is Chairman, President and Chief Executive Officer of IDEX Corporation (engineered industrial products). He was named Chairman in April 2006, President and Chief Executive Officer in March 2005 and Chief Operating Officer in August 2004. He previously held various executive positions with Danaher Corporation (industrial and consumer products) serving as Corporate Vice President and Group Executive for the Sensors and Controls business from March 2004 to August 2004; President, Industrial Controls Group from April 2002 to July 2004; and President, Motion Group, Special Purpose Systems from January 2001 to March 2002. He is also a director of IDEX Corporation.
LINDA A. HILL
Director since 1994
Ms. Hill is a Professor at the Harvard Business School. She joined
the faculty of Harvard Business School in 1984 as an Assistant
Professor in organizational behavior and human resource management.
She was named Associate Professor in 1991, Professor in 1995 and
the Wallace Brett Donham Professor of Business Administration in
1997. She is also a director of State Street Corporation.
Audit Committee
Management Development and Compensation
Committee
Committee on Nominations
and Corporate Governance
Executive Committee
Outside
Directors Independent
Stephen G. Butler
Chair
Robert M. Devlin
•
•
Ivor J. Evans
•
Chair
Linda A. Hill
•
Lawrence D. Kingsley
•
James J. Postl
•
•
Dan F. Smith
Chair
•
Gerald B. Smith *
•
•
•
Mark S. Thompson
•
James R. Wilson
•
Inside
Directors Management
Directors
Kirk S. Hachigian
Chair
* Presiding non-management director
Cooper Director Independence Standards
In order to be considered independent under the rules of the New York Stock Exchange (“NYSE”), the Board must determine that a director does not have any direct or indirect material relationship with Cooper. The Board has established the following guidelines to assist it in determining director independence under the NYSE rules. Any director who meets the following standards will be deemed independent by the Board:
1.
The director was not employed by Cooper, and no immediate family member of the director was employed by Cooper as an executive officer, within the preceding three years.
2.
The director was not affiliated with or employed by, and no immediate family member of the director was affiliated with or employed in a professional capacity by, Cooper’s present or former independent auditor, within the preceding three years.
3.
The director was not employed as an executive officer by, and no immediate family member of the director was employed as an executive officer by, any company for which any present Cooper executive officer served as a member of such company’s compensation committee within the preceding three years.
4.
The director did not receive, and no member of the director’s immediate family received, direct compensation in excess of $100,000 per year from Cooper during any of the last three years (other than director and committee fees, pension or other deferred payments that are not in any way contingent on continued service to Cooper, and compensation received by any immediate family member for service as a non-executive officer of Cooper).
5.
If the director is an executive officer or an employee of, or if any immediate family member is an executive officer of, another company that does or has done business with Cooper, the annual payments to, or payments received from, Cooper for property or services by such company in each of the last three fiscal years were less than the greater of $1 million or two percent of the annual consolidated gross revenues of such company.
6.
If the director is a member of Cooper’s Audit Committee, the director has not, other than in his or her capacity as a director, accepted directly or indirectly any consulting, advisory, or other compensatory fee from Cooper or any of its subsidiaries. “Compensatory fees” do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with Cooper, provided that such compensation is not contingent on future service.
7.
If the director serves as an executive officer, director or trustee of a charitable organization to which Cooper makes contributions, other than the United Way, Cooper’s discretionary annual contributions to such organization are less than the greater of $1 million or two percent of such organization’s total annual charitable receipts.
8.
The director’s ownership, direct or indirect, of Cooper Class A common shares is less than 5% of the total outstanding Cooper Class A common shares.
If any relationship exists between Cooper and any director that is not addressed by the standards set forth above, the directors meeting these standards shall determine whether such relationship impairs the independence of such director.
