2017 Trends in Outside Director Compensation

The key highlights from Meridian’s 2017 Outside Director Compensation study among Fortune 100 companies include:

• In 2016, total compensation increased modestly at 1.2%
• Annual cash retainer values were flat for the second consecutive year, but equity values increased at approximately 2.9% per year. Equity comprises 60% of total compensation, while board meeting fees now comprise less than 1% of the total compensation (prevalence is at all-time low of 8%)
• Most common annual equity vehicles granted are restricted stock (44%) and deferred stock (40%)
• Additional chair retainers continue to be highly prevalent (> 90%) for the 3 most common committees – Audit, Compensation and Nominating/Governance. Audit committee chair retainers continues to be the highest (median is $25,000) followed by Compensation ($20,000) and Nominating/Governance ($15,000)
• Majority (77%) of the F100 companies appointed a lead director compared to 22% nonexecutive chairman. Median premium/incremental compensation paid to lead director is $30,000 while median premium/incremental compensation paid to nonexecutive chairman is $200,000
• Majority of companies (91%) have established stock ownership guidelines for outside directors with a designated multiple of board retainer being the most common guideline structure (typically 5× retainer); the most typical time allowed for achievement is 5 years. The median guideline values ($542,400) increased 8% from last year.
• The most common supplemental benefit offered at largest companies is the ability to defer compensation (approximately 71%)

If you would like a copy of the survey or need detailed data or a custom cut by industry or revenue size please contact Stuti T. Sehgal at ssehgal@meridiancp.com