• Steven Hall & Partners

2021 Director Compensation Study

Updated: Aug 13

This represents Steven Hall & Partners’ 15th annual study of compensation paid to non-employee directors. Our review included 600 companies in the following three groups:

  • Top 200 – 200 companies with the largest revenues in fiscal 2020

  • Mid Cap 200 – 200 companies included in the S&P MidCap 400®

  • Small Cap 200 – 200 companies included in the S&P SmallCap 600®

Total Compensation – One Year Growth

One-year growth calculations only include companies that were a part of our study both this year and last year, which represents:

  • 182 (91%) of Top 200 companies

  • 161 (81%) of Mid Cap 200 companies

  • 184 (92%) of Small Cap 200 companies

Year-over-year median total compensation growth for the five straw positions is displayed below:


Total Compensation – Three-Year Growth

Three-year growth calculations only include companies that were a part of our four most recent studies, which represents:

  • 139 (70%) of Top 200 companies

  • 121 (61%) of Mid Cap 200 companies

  • 142 (71%) of Small Cap 200 companies

For the companies that were included in our last four studies, three-year total compensation growth for the Pro-Forma Director position in each of the three groups is displayed below:


What to expect in 2022

  • Lower increases in director compensation levels relative to previous years

  • With the presence of COVID-19 and the uncertainty that surrounds the pandemic, many boards have reduced or frozen director compensation until business and the economy return to normal

  • Increased use of limits in director compensation plans

  • Increase in share ownership guideline prevalence and guideline value

  • Guideline values will increase as both a dollar amount and as a multiple of annual cash retainer reflecting the desire for directors to have significant equity holdings

Things to consider when conducting an annual review of director compensation

  • Is the current director compensation program competitive with regards to compensation levels and mix of cash and equity?

  • Does it allow the company to attract and retain high quality director candidates?

  • Are modifications to the director compensation program sustainable, appropriate and reflective of projected market increases and company growth?

  • Is the program’s structure aligned with the current best practice of delivering at least half of total value to directors in the form of equity?

  • How will modifications to the director compensation program affect total board cost?

Download the full report here: