Spencer Stuart Board Index

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oard organization and process Southwest sees the largest gain in director compensation » » Director compensation for boards in the Southwestern U.S. grew by 5% — the largest regional increase — bringing average director compensation to $292,608. <strong>Board</strong>s in the Northeast and Southeast regions each had 1% decreases in average director compensation. »» Average director compensation for companies in the West, already the region with the highest director compensation, rose 1% to $305,832. »» Average director compensation in the Midwest region rose 4% to $258,470. »» The spread between the highest- and lowest-paying regions has decreased since last year. This year the difference between the regions with the highest and lowest average director compensation was $48,144, compared with $51,468 in 2015. Greatest gain in compensation seen for directors of smaller S&P 500 companies »» Average compensation for directors of companies with revenue less than $2.5 billion grew by 8% to $282,311, bringing the compensation for these directors higher than the average for directors of companies in the $2.5-$10 billion revenue range. »» Directors of the largest companies, with revenue greater than $10 billion, receive $293,425 in annual compensation on average, 4% more than the average compensation for directors of companies with revenue less than $2.5 billion. Average Director Compensation by Region and by Sales By region By sales West $305,832 Less than $2.5 billion $283,213 Southwest $292,608 $2.5-$10 billion $275,355 Northeast $298,940 Greater than $10 billion $293,425 Northwest $257,688 Southeast $270,417 Midwest $258,470 40 spencer stuart
Comparative <strong>Board</strong> Data Methodology: Based on the S&P 500 as of May 15, 2016. Fiscal year 2015 company sales data obtained from Hoovers; industry/sector categories from Capital IQ. All remaining data were culled from the most recent DEF14A proxy statements released between May 15, 2015 and May 15, 2016. Total average compensation per non-employee director is based on non-employee director compensation tables included in 477 proxies. Amount includes all board and committee retainers and meeting fees, supplemental non-executive chairman and lead/presiding director fees, the value of equity compensation, and all other compensation paid in fiscal year 2015. board index 2016 41
Page 1 and 2: 2016 Spencer Stuart Board Index A P
Page 3 and 4: Contents 1 Spencer Stuart Perspecti
Page 5 and 6: Spencer Stuart Perspective for 2016
Page 7 and 8: In our governance survey, 12% of re
Page 9 and 10: We have seen a growing trend in sup
Page 11 and 12: OTHER HIGHLIGHTS FROM THIS YEAR’S
Page 13 and 14: Retirement age Boards with mandator
Page 15 and 16: Fewer actively employed executives
Page 17 and 18: New directors represent diverse ind
Page 19 and 20: Most boards have resignation polici
Page 21 and 22: ADDED PERSPECTIVE Spencer Stuart Go
Page 23 and 24: Female representation on boards now
Page 25 and 26: Few top 200 companies led by minori
Page 27 and 28: 27% of boards have a truly independ
Page 29 and 30: Despite decline, most boards have a
Page 31 and 32: Board Organization and Process 2016
Page 33 and 34: ADDED PERSPECTIVE Spencer Stuart Go
Page 35 and 36: ions es and directors Committee Cha
Page 37 and 38: ADDED PERSPECTIVE (continued) »»
Page 39 and 40: Breakdown of Director Compensation
Page 41 and 42: Three-quarters of boards grant stoc
Page 43: Small number of boards provide extr
Page 47 and 48: number of directors independent dir
Page 63 and 64: Contact Board Us Governance Globall

Spencer Stuart Board Index

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