2014

Director Compensation Among Top 200 Companies Increased +4.5% In 2012 Median Total Remuneration Rises to $261,333

NEW YORK, July 18, 2013 /PRNewswire/ -- Median total remuneration paid to non-employee directors was $261,333 in 2012, an increase of +4.5% over 2011 levels.  Results are based on a study of the top 200 public U.S. companies, ranked by revenue, recently completed by executive compensation consultancy Steven Hall & Partners.

Pay Mix
Pay mix for non-employee directors has remained relatively unchanged since 2007.  Directors continue to receive just over half of their total compensation in the form of equity (55% in 2012), in accordance with governance best practices.

Annual Board Retainers
Annual cash board retainer increased $5,000 in 2012 to a median of $85,000 and the median annual equity board retainer increased $10,000 to $140,000

Equity compensation is delivered predominantly in full value shares while the prevalence of options continues to sink, reaching the lowest level observed since the inception of the Steven Hall & Partners study in 2005.  Equity vesting periods remain unchanged from 2011, with the majority of awards vesting either immediately or within one year of the grant date.

Committee Fees (Retainers plus Meeting Fees)
Committee chairs for each of the Audit, Compensation and Nominating/Governance committees receive additional fees at 94% of the companies studied.  Median committee chair fees equaled $25,000, $20,000 and $15,000 for the Audit, Compensation and Nominating/Governance committees, respectively.

Members of the Audit, Compensation and Nominating/Governance committees receive additional fees at 41% of the companies studied.  Median committee member fees equaled $15,000, $10,000 and $8,000 for the Audit, Compensation and Nominating/Governance committees, respectively.

Share Ownership Guidelines
Share ownership guidelines continue to rise in prevalence, with 91% of companies disclosing the existence of such guidelines in 2012, up from 63% of companies five years ago.  Among those companies with guidelines, 59% are valued at a multiple of five times or greater the cash retainer.

About the Study
In August 2013, Steven Hall & Partners will release its full report on 2012 non-employee director compensation.  The study will include an analysis of overall compensation levels (in the aggregate and by pay element) as well as an in-depth examination of trends in director compensation and related governance matters over the last five years.  To receive a printed copy of the study, please contact Steven Hall Jr. at 212-488-5400 or sehall@shallpartners.com

About Steven Hall & Partners
Steven Hall & Partners is an independent executive compensation consulting firm serving as outside counsel to Boards, Compensation Committees and management.  The firm focuses solely on executive compensation, director remuneration and related corporate governance matters.  For more information, please visit www.shallpartners.com and follow us on Twitter @SHallPartners.

Contact:
Steven Hall Jr.
Steven Hall & Partners
(212) 488-5400
sehall@shallpartners.com

SOURCE Steven Hall & Partners



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