More Than 80 Percent of Directors for Illinois S&P 500 Companies Now Independent; CEOs of Major Firms Serving on Only One Outside Board

Feb 23, 2005, 00:00 ET from Spencer Stuart

    CHICAGO, Feb. 23 /PRNewswire/ -- More than 80 percent of directors serving
 on the boards of Illinois' largest public companies are now outside
 independent directors, as companies comply with governance requirements meant
 to promote greater board independence, according to a study conducted by
 executive search firm Spencer Stuart.
     Just as importantly, CEOs of these companies are reducing their outside
 board commitments. Mirroring the trend seen among S&P 500 companies, CEOs of
 Illinois' leading public companies are serving on an average of just one
 outside board, as board work becomes more strenuous and time-consuming.
     "CEOs and directors are serving on fewer boards today than they have in
 the past and are being required to work harder and devote more hours to each
 board," said Bob Heidrick, a member of Spencer Stuart's Board Services
 Practice in the firm's Chicago office. "Directors tell me the time they are
 spending on each board is two to three times what it was in the past," he
     The Illinois S&P 500 boards had 11 directors on average with nine of those
 directors being independent, or 82 percent.
     Spencer Stuart's analysis found that, on average, the CEOs of the 33
 Illinois companies included in the S&P 500 served on one outside board, versus
 0.9 outside boards for the S&P 500 overall. The firm analyzed proxies of the
 33 Illinois companies published as of July 15, 2004, and compared the results
 to data for S&P 500 companies, which were included in the recently published
 2004 Spencer Stuart Board Index. It revealed that the number of inside
 directors for most companies varies between one and three, with only three
 companies having more than three inside directors.
     The study of Illinois companies indicated that retainers for Illinois
 directors average $50,848 per year, not including stock options. A little more
 than half the companies (18) pay director meeting fees, averaging $1,427 per
 meeting. Total compensation minus stock options averages $57,079. Overall,
 boards are moving increasingly to cash compensation versus meeting fees and
 stock options.
     Nationally, S&P 500 directors receive an average retainer of $50,000 per
 year, according to the Spencer Stuart Board Index. Director compensation rose
 14 percent last year and is up 48 percent from five years ago.
     "The rise in director compensation reflects both the degree to which
 Sarbanes-Oxley corporate governance reforms have placed additional
 responsibilities on board members and the need for boards to attract new
 directors with specific skill-sets such as finance," according to Heidrick.
 "Boards are having to work harder and improve their strategies for recruiting
 the right slate of talent," he said.
     Board size ranged from nine to 15 directors. Illinois boards had on
 average 1.58 female directors compared with 1.51 nationally. The average age
 for outside board members in Illinois is 60 years old versus 61 nationally.
     Spencer Stuart also analyzed the boards of the 123 S&P 500 companies
 located in the Midwest. Significant findings for those companies are
 highlighted below.
      -- The average annual retainer was $47,654 versus $50,000 nationally.
         Meeting fees averaged $1,113 versus $1,700 nationally.
      -- Midwestern companies had on average 1.57 women directors versus 1.51
         nationally, but had no female CEOs versus 10 in the overall S&P 500.
         (Note: This has now changed with the recent appointment of Brenda C.
         Barnes as CEO of Sara Lee.)
      -- Midwestern companies were more likely to combine the CEO and chairman
         roles, with 78 percent doing so versus 72 percent nationally. Among
         Illinois boards, 76 percent combined the CEO and chairman roles.
      -- The number of board meetings averaged eight in both the Midwest and
         nationally and both the average age of directors (60 in the Midwest
         versus 61 nationally) and average retirement age (71) are similar.
     About Spencer Stuart
     Spencer Stuart is the foremost privately held, global executive search
 firm, spanning over 50 offices in 25 countries. Since 1956, Spencer Stuart has
 been providing select clients with a range of human capital solutions,
 including senior-level executive search, board director appointments and
 strategic leadership services. The firm conducts nearly 4,000 assignments each
 year, partnering effectively with clients ranging from the Fortune 500, to
 mid-cap, to emerging growth companies across a broad range of industries and

SOURCE Spencer Stuart