Pearl Meyer’s “Director Pay in a World Without Meeting Fees” addresses the reality many boards encounter of a greater-than-expected workload on a recurring basis in the context of increasingly common meeting fee-free director compensation programs. The article poses potentially suitable alternative compensation arrangements for consideration including increases in board or committee retainers that are consistent with market pay, one-time supplemental retainers or special committee fees for one-off circumstances, and a conditional meeting fee structure that kicks in after a pre-established number of meetings/year. The firm cautions boards to consider the optics and proxy disclosure pertaining to the pay structure in advance of any decision-making on alternative or supplemental arrangements.
Access additional information & resources on our Director Compensation page. This post first appeared in the weekly Society Alert!