Spencer Stuart Board Index

Retirement age
Boards with mandatory
retirement age
Boards with mandatory
retirement age of 75+
Boards with mandatory
retirement age of 72+
Committee meetings
Average number of audit
committee meetings
Average number of compensation
committee meetings
Audit committee chairmen
Active CEO/chair/president/
vice chair
Financial exec/CFO/treas/
public acct exec
Non-employee director compensation
(a)
Data based on proxy year May 15, 2015, through May 15, 2016.
(b)
Data based on proxy year May 20, 2014, through May 15, 2015.
(c)
Data based on proxy year May 15, 2010, through May 15, 2011.
(d)
Data based on proxy year May 15, 2005, through May 15, 2006.
(e)
Based on non-employee director compensation tables included in 477 and 493 proxies for 2016 and 2011, respectively.
(f)
Not including stock beyond retainer
2016 (a) 2015 (b) 2011 (c) 2006 (d) % change
5-year
73% 73% 73% 78% 0% -6%
10-year
% change Comments
Boards with a mandatory retirement age
remain unchanged from 2011
39% 34% 20% 9% 95% 333% Director retirement ages continue to rise
95% 94% 83% 61% 14% 56%
8.6 8.8 8.7 9.5 -1% -9%
6.1 6.1 6.6 6.0 -8% 2%
6% 7% 11% 19% -45% -68%
39% 40% 32% 23% 22% 70%
Total average compensation (e) $285,065 $277,237 $232,142 n/a 23% n/a
Average annual retainer (f) $118,521 $112,144 $88,858 $63,594 33% 86%
Median annual retainer (f) $100,000 $90,000 $75,000 $50,000 33% 100%
Boards paying retainer of at
least $100,000
Boards paying board
meeting fee
50% 77% 29% 15% 72% 233%
16% 21% 37% 57% -57% -72%
Nearly all S&P 500 boards with a
retirement age set it at 72 or higher
Audit committees do not meet as often
as they did a decade ago
Compensation committee meeting frequency
returning to average from 10 years ago
Fewer active executives serve as
audit committee chair as time
commitment increases
Boards more likely to tap financial
executives to chair audit committee
23% increase in total director
compensation in five years
Average retainer grew by more than
85% in 10 years
Median retainer has doubled in the
past decade
72% increase in boards paying a retainer
of $100,000 or more in 5 years
The number of boards paying meeting
fees has fallen below 20%
Average board meeting fee $2,155 $2,041 $2,284 $1,955 -6% 10% Average meeting fee is also on the decline
Boards offering stock
option program
Boards paying equity in
addition to retainer
Committee compensation
Boards paying committee
chair retainer
Average committee
chair retainer
Boards paying committee
member retainer
Average committee
member retainer
Boards paying committee
meeting fees
Average committee
meeting fees
14% 16% 28% 51% -50% -73%
76% 77% 77% 64% -1% 19%
95% 95% 91% 84% 4% 13%
$15,370 $14,399 $12,476 $9,106 23% 69%
41% 41% 37% 29% 11% 41%
$8,947 $8,926 $7,917 $6,431 13% 39%
21% 26% 35% 59% -40% -64%
$1,677 $1,678 $1,635 $1,499 3% 12%
Most boards have dropped stock options
as a component of director compensation
Three-quarters of boards provide equity in
addition to a cash
Nearly all boards provide a retainer
to committee chairs
Committee chair retainers continue
to rise
Retainers for committee service more
common in lieu of meeting fees
Committee member retainers also
on the rise
About 20% of boards compensate for
committee meeting attendance
The average meeting fee has
increased modestly
board index 2016 9