Compensation for Corporate Directors Increased in 2011

New York — Oct. 23

For the second consecutive year compensation for outside directors at the nation’s largest corporations increased moderately — an indication that pay for outside directors has returned to an environment of regular, modest pay increases not seen since before the economic crisis.

The analysis, by professional services company Towers Watson, also found that while overall pay levels were relatively stable, companies continue to refine the design of their director pay packages, presumably in response to internal and external pressures.

The Towers Watson annual analysis of director compensation at Fortune 500 companies found that total compensation for directors in 2011 climbed 5 percent over 2010 levels. That is on par with the 6 percent median increase in director compensation in 2010.

Much of the increase was fueled by rising levels of stock compensation, reflecting higher stock prices for many U.S. companies last year as cash-based pay remained relatively flat.

Specifically, the analysis showed the following changes to outside director pay packages:

• Total direct compensation increased in 2011 to a median value of $220,000, up 5 percent from $210,266 in 2010.
• Total compensation includes cash pay and annual or recurring stock awards.
• Equity award values rose to $124,986 in 2011, from $114,728 in 2010, a 9 percent increase.
• Cash compensation increased by almost 4 percent, from $89,000 in 2010 to $92,500 last year.
• Pay mix consisted of roughly the same mix of compensation as in 2010. More than half (55 percent) of director pay came from equity in 2011, while 45 percent was from cash.

The analysis also found a continuing trend to eliminate board and committee meeting fees in favor of fixed retainers for service.

In 2011, less than one-third (32 percent) of companies paid board meeting fees, a sharp decline from 62 percent in 2004. There was also a decline in companies paying committee meeting fees — from 64 percent in 2004 to 37 percent last year.

Among other survey findings:

Forty percent of companies separate the roles of CEO and board chairman, roughly the same as in 2010. At the median, non-executive board chairmen received an additional $150,000 in incremental pay above and beyond that provided for regular board service.

Source: Towers Watson