- No movement on the retainer front. The median annual cash retainer remained steady at $100,000.
- RSUs remain a popular tool. WTW’s analysis found that 68% of companies deliver all or a portion of annual equity value through restricted stock or restricted stock units, up from 67%.
- A fair amount of change deployed. WTW’s analysis found that 55% of companies made changes to their pay programs.
- A separation of execs. WTW’s analysis found that 58% of S&P 500 companies separate the roles of COB and chief executive officer (CEO).
Companies remain vigilant in their pursuit of balanced, yet attractive director-level pay programs amid a turbulent global economy.
WTW’s Global Executive Compensation Analysis Team (GECAT) has completed its annual S&P 500 year-over-year director pay program analysis comparing results between 2022 and 2021 proxy data.
Total pay for non-employee directors continues to grow at a modest but fixed rate led by a particular focus on equity.
More than half of companies (55%) disclosed pay program changes in 2022, compared with 39% of companies reporting changes in the prior year, reflecting a return to pre-pandemic prevalence. Approximately one-third of companies (34%) increased the value of their annual equity grant, while just under one-fourth (23%) of companies increased their annual cash retainer. Only 16% of companies adjusted their non-core pay elements.
The combination of cash and equity changes has pushed pay levels to a new milestone in the history of GECAT’s annual study, and median total direct compensation (TDC) now rests at $300,000 (a rise from $290,035).
Additionally, in what appears to be an acknowledgment of increased public interest in diversity and representation, the gender landscape has shifted from 76% male/24% female in 2018 to 70% male/30% female in 2022.
Specific key findings include:
- Similar to the prior year, the median value of most individual cash components remained the same. Meanwhile, annual stock compensation and TDC median values each increased 3%. Consequently, the pay mix for non-employee board members shifted to 61% in equity and 39% in cash (previously 60% in equity and 40% in cash).
- Shifts in cash compensation include the prevalence of board-meeting fees declining by two percentage points to 4% and the prevalence of committee per-meeting fees declining by three percentage points to 5%. The median value of board-meeting fees remained at $2,000, while committee per-meeting fees decreased from $2,000 to $1,500 (–25%). In contrast, additional committee chair retainer median values rose 17% (from $15,000 to $17,500).
- Median annual equity values continued upward across all vehicles, pushing overall pay mix more in favor of equity compensation. The median value increased 12% for stock options (from $89,167 to $99,955), 3% for deferred and phantom stock (from $165,047 to $170,000), 3% for restricted stock (from $170,043 to $175,055), and 4% for common stock (from $160,018 to $166,258). The number of companies granting deferred/phantom stock decreased one percentage point (to 17%), while the number of companies granting restricted stock increased one percentage point (to 68%). One-time initial stock grant prevalence remained at 9%, while the value at the median increased 18% from $170,000 to $200,000.
- Pay for board leadership roles outpaced TDC increases during the past fiscal year. Additional non-executive chair of the board (COB) pay rose 6% at the median (from $155,000 to $165,000), while additional lead independent director pay leapt 14% at the median (from $35,000 to $40,000). When compared with 2019, these values reflect an overall median increase of just 3% (from $159,959 to $165,000) for COBs and 33% (from $30,000 to $40,000) for lead directors.
Will the utilization of equity continue be favored in lieu of cash, or will companies return their attention to include cash going forward?
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