Roles central to directors' pay.

• Position: Compensation - Brief Article

The rewards and costs of directorship -- what Sibson Consulting calls "the director value proposition" -- are in flux, driven by the ongoing upheaval in corporate governance. The demands and risks of board membership are rising, while non-financial rewards of directorship are declining.

"Differentiation in director compensation, previously driven by company size and industry, is increasingly affected by the specific roles that individual directors have to play," says Donald Gallo, senior vice president at Sibson Consulting. "One size no longer fits all."

A recent analysis by Sibson of data from 385 proxy statements filed in 2002 and compiled by Khojna Technologies found N that:

* Lead independent directors at most companies that have such directorships are paid 116 percent of what regular board members receive in total compensation, including stock.

* Fully independent board chairs earn 136 percent of what regular board members get in total compensation, including stock.

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