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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.
- 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