Tag Archive: proxy voting

Total Board Compensation Up Among Early Proxy Filers

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Director compensation continues to gain attention in the corporate governance community. Once one of the most mundane topics of corporate compensation, director pay is becoming the topic du jour as governance experts and current board members alike debate the value of a strong, engaged board of directors, as evidenced by the fact that ISS now assesses director compensation levels on a relative basis using QuickScore, its analysis and rating system for corporate governance practices. All of this prompts the question: What is a quality board of directors really worth?

Total board cost (defined here as the sum of cash, equity, pension value changes, and all other compensation amounts as reported in the director compensation table of a company’s latest proxy statement) has emerged as another way for directors and other stakeholders to evaluate director compensation and to demonstrate the value of boards to shareholders.

Steven Hall and Partners studied the early proxy filings of 100 U.S.-based companies with revenues in excess of $1 billion. The study examined the aggregate amounts of cash, equity, and other compensation paid to directors, as disclosed in proxy tables. Among this year’s early proxy filers, the median increase of total board fees was 7 percent in 2014, bringing the median total cost to $2 million. The movement in pay was driven by a number of factors, including a median increase of 6 percent in equity awards granted, a 2 percent rise in the cash compensation, and an increase in the number of paid directors.

150428_blog_median board cost

In addition, we found at median:

  • Total cash payments to directors increased 2 percent to $777,000
  • Total equity compensation rose 6 percent to $1.1 million
  • Total board fees grew 7 percent to $2.0 million
  • Boards were comprised of nine paid directors, up from eight in 2013
  • Average cost per director increased 5 percent, to $230,000

We also compared total board cost to revenue, net income, and market capitalization amounts to show the minimal financial impact of director fees. At median, total board cost equals 0.05 percent of revenue, 0.66 percent of net income and 0.03 percent of market capitalization. These figures reinforce the notion that the board continues to represent one of the wisest investments of capital, particularly in light of the experience and specific expertise that directors bring to the companies they serve.

Average Cost per Director

Among the companies studied, average cost per director ranged from $78,617 to $410,678 in 2014. Among the companies reviewed, the median increase over 2013 pay levels was 5 percent. The median average cost per director equaled $229,899 in 2014.

Pay Mix

According to the study, the mix of pay delivered to directors remained virtually unchanged in 2014. Equity awards accounted for 55 percent of total board cost, up from 54 percent in 2013. Cash compensation decreased as a percent of total board cost to 42 percent, from 44 percent in 2013. Change in pension values increased to 1 percent of total board cost, from 0 percent in 2013, and all other compensation remained equal to 2 percent of total board cost. The increase in pension values is attributable to changes in actuarial assumptions used to value these programs, rather than a shift in approach; pension programs for directors are no longer a part of most pay programs.

Financial Performance

Among the 100 companies studied:

  • Revenues ranged from $1 billion to $183 billion
    • Median equals $2.9 billion
    • Median one-year revenue growth equaled 7 percent
    • Net income ranged from negative $53 million to $40 billion
    • Median equals $269 million
    • Median one-year net income growth equaled 11 percent
    • One-year total shareholder return grew 10 percent

Action Items for Director Consideration

The recent focus on director pay by shareholders and members of the corporate governance community has prompted a number of important changes in the way directors consider and implement director pay programs. First, consider director pay issues on an annual, rather than a biennial or triennial basis. Staying abreast of market movements with small annual adjustments is generally preferable to larger, sporadic jumps in pay. While the ways of delivering pay (cash and equity retainers, meeting fees, and additional retainers for committee service) may vary depending upon the company, directors should focus on total pay per director as well as the total cost of the board. In addition, companies should remain mindful of how pay compares to that of their direct competitors as well as companies in their peer group, as defined by proxy advisory services like ISS.

As it comes time for your company to conduct its annual review of director compensation, we recommend that you consider the following questions:

  • Is your director compensation program fair and competitive?
  • Does the program allow you to attract and retain high quality director candidates?
  • Is the program justifiable to shareholders?
  • Are modifications to your director compensation program appropriate and reflective of projected market increases and company growth?
  • How does your director pay mix compare to the pay mix at companies of similar size and/or industry?
  • Is your program’s structure aligned with the current best practice of delivering at least half of total value to directors in the form of equity? If your program’s equity awards are denominated in shares, does your company account for the total potential volatility in grant value?
  • To what degree does your company consider total board cost when making modifications to your director compensation program?

For a more detailed analysis on director compensation, look for Steven Hall & Partners’ annual Director Compensation Study due out later this year.

Is Dodd-Frank on Life Support?

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The landmark Dodd-Frank Wall Street Reform and Consumer Protection Act arrived into the world on July 21, 2010. Hailed as the new model for our economic system, it contained many new changes for corporate boardrooms. These changes were long sought by the shareholder community. Although this new law is still in its infancy, I can’t help but think that some of its corporate governance provisions are already in critical condition.

The Act’s prognosis was good; the bill had a strong supporter in the SEC and two branches of the Federal government backing its provisions. But, as always, things change. Within weeks, the U.S. Chamber of Commerce filed a lawsuit challenging proxy access.  Then in November, the Republicans won control of the House of Representatives for the next two years. And finally, the SEC recently announced that they will not be able to fund the whistleblower office, thus hindering the rule. These three incidents amount to a broadside against the Act and could potentially halt its implementation in Corporate America.

On the other hand, the Act is not completely dead. Though the law has strong forces acting against it, all are in flux. The Chamber’s legal challenge is no guarantee and may likely fail in the courts. The House Republicans have made it clear that they plan to attack the Dodd-Frank Act but they have only promised “a significant amount of oversight.” Their attention will mostly be directed at minimizing the health care law. Additionally, amendments and any legislative changes to the bill will almost certainly face Senate rejection and/or a veto by President Obama. As for the SEC, their budget shortfall may only be temporary, and responsibilities for the whistleblower’s office will be carried out by the current SEC staff.

Will some provisions of Dodd-Frank ultimately meet their doom? Short answer: maybe. Two of the most important provisions of the Act—proxy access and whistleblower protections—are in question, but others, such as say-on-pay, will be in place for 2011. Sadly, the lack of certainty on some provisions will directly affect the governance of our public companies and the director community.

Corporate directors cannot relax as they wait and see what provisions will actually become reality. Even if some of these provisions ultimately fail, shareholders will surely not give up on them. Shareholders will still pursue proxy access and the SEC will surely concoct new disclosures for your board to prepare. The only option a board has is to prepare. Preparation means speaking with large shareholders, examining board composition, and reviewing executive compensation structures.

As we wait for the SEC to implement more key provisions of Dodd-Frank, many factors are at play. Whether the provisions thrive or their plugs get pulled, the coming year promises much drama.

NACD Insight & Analysis for December 3, 2010

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In a New York Times (Nov. 30) article published in Wednesday’s NACD Directors Daily, columnist Stephen M. Davidoff commented on the SEC’s Concept Release on the U.S. Proxy System.

Davidoff highlighted how companies that are generally averse to government regulations are calling for additional rules for proxy advisory firms like Institutional Shareholder Services (ISS). These companies see a conflict of interest for proxy advisory firms that often offer both voting recommendations and advisory services.

In alignment with the NACD Key Agreed Principles of independence and transparency, NACD agrees that proxy advisory firms should be subject to enhanced disclosure regulations. On October 20, we submitted a comment letter to the SEC on the Concept Release, covering proxy advisory firm independence, as well as NOBO/OBO voting (see the Council of Institutional Investors summary of NOBO/OBO here). The comment letter includes recommendations for the separation of businesses that offer both shareholder voting and corporate governance advice.

To read the comment letter, click here.