Compensation Advisory Partners reported that 75% of the largest 100 US public companies disclosed shareholder-approved director compensation limits in their 2024 proxy statements (fiscal 2023), a bare majority of which apply to both cash and equity-based compensation. As has been the case historically, equity limits are most commonly expressed in terms of dollar values rather than shares.
Also noteworthy for this company group:
- At $325K, median director pay was flat year over year. The average pay mix was 63% equity and 37% cash.
- The vast majority of companies compensate directors for board leadership roles. Median additional compensation for non-executive chairs was 1.67x standard director compensation and for lead directors was 1.15x standard director compensation.
- 95% of companies compensate for committee chair roles, with median additional compensation as follows: Audit Committee Chair: $30K; Compensation Committee Chair: $25K; and Nom/Gov Committee Chair: $20K.
- Committee member fees are less common, paid by 35% of companies for Audit Committee membership and about 25% for service on each of the Compensation Committee and Nom/Gov Committee. Median committee member compensation was $15K for the Audit and Compensation Committees and $12.5K for the Nom/Gov Committee.
- 90% of companies have stock ownership guidelines and nearly 40% disclosed holding requirements.
- The long-term trend of eliminating meeting fees in favor of a fixed retainer pay structure continued, with just 6% of companies providing meeting fees in 2023 – half of which are subject to stated meeting thresholds.
Most of the data is presented with reference to prior year data and/or historical trends.
Access additional resources on our Director Compensation page.
This post first appeared in the weekly Society Alert!