September 23, 2020

CAPintel

Fortune 100 Director Compensation, a Decade in Review

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Matthew Vnuk
Partner [email protected] 212-921-9364
Roman Beleuta
Principal [email protected] 646-532-5932
Whitney Cook
Senior Analyst [email protected] 646-486-9748

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Compensation Advisory Partners (CAP) has analyzed non-employee director compensation programs among the 100 largest companies each year for 10 years. Over the past decade, the methods of compensating non-employee directors have changed in tandem with the time requirements, responsibilities, and reputational risk required of directors. The catalyst for change over this time period includes a variety of regulatory requirements, such as Dodd Frank, enhanced proxy disclosure rules, and increases in shareholder activism. This document reflects a summary of selected pay levels and pay practice trends over the last decade.

Key Takeaways

  • Total board compensation has increased 32.0%, or 2.8% per year on an annualized basis, over the past 10 years
  • Lead Director compensation has nearly doubled over the past 10 years
  • Committee Chair compensation for each major board committee has approximately doubled over the past 10 years
  • Fortune 100 companies continue to differentiate pay for Audit Chairs from Compensation and Nominating/Governance Chairs
  • 41% of companies paid committee-specific members fees in 2019, down from 58% in 2009