2012 non-executive director compensation and benefits survey.

2012 Hay Group 300 data summary

In 2012, Hay Group reviewed proxy disclosures for non-executive director compensation and benefits. The 2012 sample includes the 300 largest companies that filed a final definitive proxy statement between May 1, 2011 and April 30, 2012.

Director pay levels became relatively consistent among top US companies, as pay packages became less leveraged.

Annual compensation

The annual compensation of a typical non-employee director includes an annual retainer for board service, meeting fees for board and committee service, and an annual retainer for chairing a committee or serving as a member of a committee. The following represents a summary of the prevalence and annual compensation received by a typical Hay Group 300 director:

* Annual retainer-99.3 percent of sampled companies (versus 99 percent last year) paid directors an annual retainer in the form of cash and/or equity. The median annual retainer is $85,000, up from $80,000 last year.

Cash Equity Total 75th percentile $100,000 $130,000 $125,000 Median $75,000 $114,000 $85,000 25th percentile $60,000 $100,000 $70,000 Cases * 293 69 298 * Meeting fees-31 percent of sampled companies (versus 35 percent last year) paid directors a meeting fee for attending Board meetings, while approximately 35 percent paid meeting fees for attending committee meetings. The median board meeting fee remained $2,000 while the median meeting fee for the audit committee grew to $2,000 (versus $1,500 last year). Meeting fees for both the compensation and nominating committees remained at $1,500.

Board Audit Comp Nominating 75th percentile $2,000 $2,000 $2000 $2,000 Median $2,000 $2,000 $1,500 $1,500 25th percentile $1,500 $1,500 $1,500 $1,500 Cases 92 106 106 110 * Committee chairperson retainers--It is much more common among sampled companies to pay a retainer for serving as a committee chairperson versus a member of the committee. Ninety-four percent of sampled companies paid audit committee chairs a retainer (with 93 and 89 percent paying compensation and nominating committee chairs, respectively). The audit committee chairperson median retainer remained $20,000, while the compensation committee chairperson median retainer grew to $15,000 (from $12,500 last year), and the nominating/governance committee chairperson median retainer remained $10,000.

Audit Comp Nominating 75th percentile $25,000 $20,000 $15,000 Median $20,000 $15,000 $10,000 25th percentile $15,000 $10,000 $10,000 Cases 282 279 267 * Committee member retainers--39 percent of sampled companies (versus 36 percent last year) paid audit committee members a fee for annual...