Boards More Independent, Study Says
Corporate boards overall grew more independent from management last year, and women made up nearly one-quarter of all new outside directors named at blue-chip companies, a new study showed.
Executive search firm Spencer Stuart, in its annual board review, also said Tuesday that the average annual retainer fee for directors of blue-chip companies rose 14% to $50,000 from $43,700 in 2003. The retainer excludes committee meeting fees and equity-based pay.
The survey found that 24% of the 443 new outside, or non-management, directors named last year at companies that make up the Standard & Poor’s 500 index were women. That was the largest proportion of women directors named in one year, Spencer Stuart said.
Women account for 16% of board membership in the S&P; 500, an increase from 13% in 2003 and 12% in 1999, the firm said.
The total of 443 new independent directors was an increase of 13% from the number named to S&P; 500 boards in 2003, the survey said.
More companies have been forced to name outside directors to meet new rules mandated by the New York Stock Exchange, the Nasdaq Stock Market and the federal Sarbanes-Oxley corporate governance law requiring greater board independence from management.
The survey found that the percentage of S&P; 500 companies with a presiding, or lead, director, grew to 84%, up from 36% in 2003. The lead director typically is independent and conducts meetings of the other independent directors apart from company executives on the board and other insiders.
In a separate survey, Aon Consulting said Tuesday that total cash pay for S&P; 500 directors grew by 22% to a median $67,556 last year. Stock awards to directors rose nearly 35% to a median of $69,616 for the year.
Peter Lupo, New York compensation leader with Aon Consulting, said boardroom pay is headed higher still.
“We already know that the time commitments for many corporate directors will continue to increase” in the wake of federal and stock exchange regulations related to board duties, he said.
