CEO pay generates the most attention but the compensation for the people who approve CEO pay plans, the board of directors, has increased 16.3 percent in the last five years.
A recent report from Equilar, a provider of executive data and services to boards of directors, shows that the pay for directors at the largest public companies in the United States has risen steadily.
Equilar’s report showed that the median annual compensation for board members at the Equilar 500, the largest public companies in the U.S.by revenue, reached $250,000 in 2017, a 4.2 percent increase over the previous year and a 16.3 percent increase over the last five years.
During that same time the median CEO pay for the Equilar 500 rose to $11.9 million in 2017, up 3.5 percent from 2016 and up 21.4 percent from five years ago.
Traditionally boards have been paid with a mix of cash and equity awards.
“Directors are meant to represent the best interest of shareholders, and making sure directors hold equity is a form of making sure interests are aligned. Unlike executives, though, directors do not often receive performance-based equity,” according to Courtney Yu, director of research at Equilar.
According to Yu some proxy advisory firms frown on awarding directors stock options and other incentive-based awards believing they have the potential to reward risky board behavior.
Boards typically award a cash retainer and a stock award for directors and give committee chairs an additional stipend. The lead director or independent board chairman may also receive an additional retainer.
The report noted some interesting trends in director compansation. Only 7 percent of the companies in its study used stock options as a form of equity-based compensation for directors in 2017, 42.1 percent less than 2013.
Board meeting participation fees which were once a common form of renumeration for board members have been going away. Board members often got $1,000 to $2,000 for every board meeting they attended. Now those fees have mostly disappeared according the Equilar study.
In 2017 10.6 percent of the companies paid board meeting participation fees, down from 25.9 percent of the companies five years ago.
It’s also becoming increasing common for members of the most powerful board committee, the audit committee, to also draw and additional cash retainer.
t Minnesota’s five largest public companies non-employee director fees were all higher than the median of the Equilar 500, but all five have greater annual revenue than the median company in the Equilar 500.
None of the Minnesota companies use stock options as part of their equity grants to directors and none dole out individual meeting fees.
UnitedHealth Group Inc., $300,000, up 9.1 percent in last five years; Target, $260,000, no change; Best Buy Co. Inc., $285,000, up 14 percent; 3M Co., $295,000, up 13.5 percent; Medtronic PLC, $350,000, up 59 percent.
Medtronic’s board fees rose the most - but five years ago Medtronic’s $42.9 billion deal to acquire Covidien was a pending deal.
Target directors didn’t see any increases to the $90,000 cash retainer and $170,000 equity awards over the last five years. But Target directors get what no other directors get: the 10 percent employee discount at Target stores and Target.com.