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Board Members See 14 Percent Pay Hike Oct. 12, 2006 (SmartPros) Median total remuneration for independent directors at the 500 largest U.S. companies rose 14 percent -- from $162,363 last year to $185,000 this year, according to New York-based consultancy Steven Hall & Partners. The study analyzed data available for 861 of the 1,000 largest U.S. public companies. It attributes the increase to higher cash retainers for board service (up 11 percent) and committee chairmanship (up 25 percent to 80 percent depending on the committee. The study also found that board total remuneration for companies in the bottom 250 of the Top 500 companies studied grew a surprising 19 percent. "Board compensation at smaller firms is rising at a faster rate than that at larger firms in an effort to catch-up to last year's increases by larger companies and meet the competitive challenge of recruiting directors in an era of greater responsibility, public scrutiny and potential personal liability," said Steven Hall, managing director of Steven Hall and Partners, which specializes in executive compensation. "It is interesting to note that board pay increases by both groups exceed the rate of increase in CEO pay." Interim findings indicate that median total remuneration for directors of the top 1,000 in 2005/2006 ranges from $160,021 to $175,250, depending on committee membership and role. Director total remuneration comprises cash retainers, stock awards and meeting fees for service on both the board and its committees. The study assumes that a director serves either as a chair of one committee and a member of one other or solely as a member of two committees. "Redefinition of the director role has been accompanied by a redesign of board pay," said Hall. The study confirms the continued movement away from stock options, the traditional board equity grant. While 95 percent of the top 1,000 companies award equity to directors, only 23 percent have stayed solely with options, and just under half grant options at all. In contrast, 72 percent award full-value shares and 27 percent award both full-value shares and options. At companies using full-value shares, the median award is $66,054, about on par with the median option grant value of $69,886. Overall, the median equity award for all top 1,000 studied is $87,375. While payment of a fee for attendance at board meetings had been customary in the past, the Steven Hall & Partners' study found that 34 percent of top 1,000 companies have dropped board meeting fees, which generally pay $1,500 per meeting. This shift is more prevalent among the bigger companies, with 43 percent of the 100 largest abandoning board meeting fees. "We expect to see more companies follow this trend in the upcoming year. However, it is not clear if the elimination of board meeting fees should be viewed as 'best practice,'" said Hall. At companies not using board meeting fees, median total remuneration is $181,385, compared to $163,350 at companies that pay such fees, a differential of 11 percent.. This variance is attributable to the 38 percent greater cash retainers and stock awards paid by companies that do not use board meeting fees. |
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