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Report Directors Again Get Double-Digit Increases in Comp

November 20, 2008

Director pay continued to rise last year, mostly due to stock awards that came due at several companies, according to data released by The Corporate Library.

The preliminary report found that of about 2,100 companies and 17,500 directors, the median increase in total board compensation was roughly 11 percent, while individual directors saw a median increase of 12 percent. That represents the third year of double-digit increases for director pay, according to the report.

Median pay for individual directors of S&P 500 companies came in at just under $200,000.

But some companies paid far more than that. Easily the best-paid board last year was that of Freeport-McMoRan Copper & Gold, the Phoenix-based mining company. It paid its 16-member board $14.7 million last year, and two of its directors, Robert A. Day and Robert J. Allison, were paid $2.5 million and $1.8 million, respectively. Next on the list was Gilead Sciences, which paid its board a total of $9.3 million.

The highest-paid individual director was Dell’s Michael Miles, who raked in more than $4 million in 2007. Donald Carty, another Dell director, received $3.8 million.

The report found that nearly all of the boards examined paid their directors with cash fees. About two-thirds also used stock awards as compensation, boosting some directors’ pay considerably. A little more than half of the directors in the study were paid with options, also increasing pay significantly in certain circumstances.

For example, the Goldman Sachs board—the third-highest-paid last year—had both stock and option awards that vested this year, which accounted for 93 percent of its board’s total compensation of $6.4 million.

So far, the spotlight for what some have called excessive compensation has shone solely on CEOs and other executives. At a conference last month of corporate directors, many said executive pay was out of line with performance and supported various changes to pay structures.

Filed by Nicholas Rummell of Financial Week, a sister publication of Workforce Management. To comment, e-mail editors@workforce.com.

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