Board Compensation Changes With The Times

Perhaps a result of the corporate governance upheavals dominating recent business news, board member compensation is in flux, according to Sibson Consulting, a division of The Segal Co., New York. According to Donald Gallo, a Sibson senior vice president, "Differentiation in director compensation, previously driven by company size and industry, is increasingly affected by the specific roles that individual directors have to play. One size no longer fits all." A recent analysis by Sibson of data from 385 proxy statements filed in 2002 and compiled by Khojna Technologies found that:

  • Lead independent directors at most companies that have such directorships are paid 116% of what regular board members receive in total compensation, including stock.
  • Fully independent board chairs earn 136% of what regular board members get in total compensation including stock.
  • Board chairs who were previously CEOs of their companies earn 302% of what regular board members are paid in total compensation, including stock.
In addition, a recent survey of 69 companies by Sibson Consulting found that: 55% are changing audit committee compensation; 32% are changing compensation committee pay; 25% are increasing committee chair retainers; 13% are increasing committee retainers and 13% are increasing committee fees.
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