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Survey: Growth in Director Pay Tied to Competition, Compliance Demands

Joe Mont | February 19, 2013

The 2013 edition of The Conference Board's annual Director Compensation and Board Practices survey will be released on Wednesday, offering a comprehensive overview of current corporate practices.

The report is based on a survey of 334 public companies conducted by The Conference Board in collaboration with NASDAQ OMX and NYSE Euronext. Compliance Week, the Harvard Law School Forum on Corporate Governance and Financial Regulation, Stanford University's Rock Center for Corporate Governance, the National Investor Relations Institute, and the Shareholder Forum have each endorsed the survey. The report, complimentary to members of The Conference Board, will be reported on in depth by Compliance Week at a future date.

Participants (among them corporate secretaries, general counsel, and investor relations officers) were asked to provide information on a wide range of corporate practices, including: board composition, director elections, compensation policies, risk oversight, board-shareholder engagement, and practices on director performance assessment. The results offer more than 150 data points searchable by company size and 20 industrial sectors.

A key finding is that growth in director compensation may be the outcome of both the expanding time commitment expected from board members and the potential exposure to liability from increasingly rigorous compliance requirements. Also boosting compensation baselines are greater demands for independence and expertise that have decreased the pool of qualified candidates and increased competition for directors.

The survey details numerous differences between companies when they are compared by size. For example, it found majority voting to be increasingly embraced as the standard for director elections, even among smaller companies. At smaller companies, however, incumbent board members who fail to receive the required majority of votes are seldom expected to offer their resignation.

Stock options are not as favored as they once were, except by small companies which still rely on them to recruit talent to their board of directors. To limit expenses, most smaller companies avoid retaining search firm fees and instead use personal connections to recruit new director nominees.

More than one-third of companies with less than $100 million in revenue do not periodically evaluate director performance. Small companies were also found to typically not have a board process for the periodic review of their CEO succession plan. Nearly half of the smallest companies (as measured by annual revenue) do not review political contribution practices.

Larger companies, according to the survey, seldom offer additional cash retainers for board chairmen. They also tend to set stricter director independence requirements than national securities exchanges. For example, many set lower thresholds for disqualifying compensation received by a prospective director or impose a longer “look-back” period to detect disqualifying professional relationships than the three years prescribed by NASDAQ and NYSE.

According to the director nomination policy of large companies, diversity matters as much as business skills. Yet, “aside from some level of female representation, corporate boards remain remarkably uniform,” the survey found.  

Other findings included in the more than 200-page survey:

  • Directors are best compensated in the energy industry, with directors of the median energy company receiving $202,555 in total compensation in FY2011, four times as much as the value reported by the median commercial bank.
  • Responsibility for sustainability oversight often depends on company size, with larger companies elevating it to the board committee level and smaller companies delegating it to the CEO.
  • A corporate program financing the matching of personal charitable contributions is the most common director perquisite reported by companies.
  • While many non-executive directors have C-suite experience, the percentage of former or current CFOs serving on the board of financial services companies is, surprisingly, lower than the ones for manufacturing and financial services.
  • Approximately two companies out of 10 require their board members to attend some type of continuing education programs to remain abreast of regulatory and compliance developments.
  • Across industries, only about one company out of 10 insure their board members (whether life, travel, or disability insurance), whereas a very small minority offer policies reimbursing expenses related to medical and dental procedures.

The survey is available here.