Director pay is up; quarter-million-dollar mark reached.

PositionBOARD COMPENSATION

Median total direct compensation for directors climbed 4% last year, to $250,000, an increase from nearly $240,000 in 2013. Total compensation includes cash pay, and annual or recurring stock awards. The median value of cash compensation remained flat in 2014 at $100,000 for the second year in a row, while stock compensation value rose 7% at the median, to almost $140,000, nearly double the 4% increase in 2013. The average mix of pay remained constant at 56% in equity and 44% in cash. Additionally, two out of five companies made a change to one or more core elements of their director pay program.

"For the second consecutive year, rising stock values were the driving force behind moderately larger increases in total pay for outside directors," says Paul Conley, U.S. West division leader for executive compensation at Towers Watson. "While many companies boosted the annual cash retainer for board service, total cash compensation remained flat, as fewer companies are paying directors on a per-meeting basis, a sign that companies continue to simplify their director pay programs. In short, companies are paying for directors' overall contributions as opposed to paying for the time they devote to the role."

The annual cash retainer for board service increased significantly (13%) in 2014, rising from $80,000 to $90,000 at the median. This marks the largest annual increase since before the financial crisis of 2009.

Over one-quarter of companies (26%) increased their board retainer, up from 21 % of companies in 2013. The number of companies that provides an annual board retainer as the sole form of cash compensation has steadily increased over the last few years, rising from 28% in 2010 to 37% last year.

"Moderate annual increases in director compensation have become the norm," Conley adds. "They afford companies more control over compensation. As demands and pressures on directors continue to rise, particularly through committee work and ongoing regulatory changes, we expect companies will continue to evaluate their director compensation programs in order to attract and retain the most qualified directors and ensure ongoing competitiveness."

Among other survey...

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT