• Steven Hall & Partners

Total Board of Director Compensation Increased 3% in 2019 Among Early Proxy Filers


Total compensation paid to all non-employee members of the Board of Directors grew +3% in 2019, to $2.6 million. The findings are based on our recent study of 100 companies with revenues greater than $1 billion filing proxies since January 1, 2020.


Median total board compensation ranged from $2.0 million among Industrial companies to $3.0 million for Energy companies. The median for all companies reviewed was $2.6 million. Total board compensation rose at 58 companies, declined at 40 companies and remained the same at two companies. Among the companies with year over year decreases, reductions in the number of paid directors and value of equity compensation were the two main contributing factors.


Among the 100 early filers, one-year changes in total board compensation ranged from -32.4% to +123.4% and the median change equaled +2.9% . The -32.4% decrease was largely due to a reduction in the number of directors, while the +123.4% increase was due to the introduction of dividend equivalent payments to directors.


Pay Mix

The majority of director compensation paid in 2019 was delivered via equity awards (55%), followed by cash payments (43%) and all other compensation (2%). All other compensation includes items such as charitable contributions, dividend equivalent payments and other perquisites granted to directors.

Number of Paid Directors Early proxy filers had between three and 16 paid directors on the board in 2019. The median equaled ten. In 2019, 35 of the 100 early filers expanded the number of paid directors on the board, by one or two new directors, while 25 companies reduced the number of paid directors, ranging from one to three fewer directors. There was no change in paid directors at 40 companies. About the Study

The study analyzed compensation data for the most recent two years as disclosed in 100 proxy statements filed in 2020 for companies with revenues greater than $1 billion. For additional details regarding the study please contact Steven Hall Jr. at 212-488-5400 or sehall@shallpartners.com.

© 2019 by Steven Hall & Partners LLP.

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