Companies Shift to Pay for Work Director Comp Practices

November 21, 2006 ( - A new survey by Frederic W. Cook & Co., Inc. finds NYSE 100 and the NASDAQ 100 companies are shifting boards of directors' compensation to emphasize a pay for work philosophy.

According to a press release, the percentage of NASDAQ companies providing retainers for Audit Committee and Compensation Committee members was up approximately 25%, though the number remained flat from the NYSE list. The survey found the median fee to directors for special projects at ten top companies to be $50,000.

Nine companies also disclosed additional per-diem fees, with a median value of $1,000 per day, payable for office or plant visits, attendance at annual shareholders meetings, or director education, the release said.

The annual study, Director Compensation: NASDAQ 100 vs. NYSE 100, also found that companies are continuing to abandon the use of stock options. Stock options are used by 38% of NYSE companies, versus 51% last year, and are used as the only equity award type at 6% of NYSE companies, down from 17% last year. Stock options are used by 78% of NASDAQ companies, compared to 82% last year, and are used as the only equity award type at 57% of NASDAQ companies, down from 62% last year.

Board meeting fee prevalence declined slightly, as approximately 51% of NASDAQ companies and 48% of NYSE companies are paying board meeting fees, down from 54% and 52% last year for the NASDAQ and NYSE, respectively.

“Instead of a one-size-fits-all approach to directors compensation, companies are paying more to directors who – thanks to reforms in corporate governance – have greater responsibility for managing committee work and conducting independent projects,” said Beverly Aisenbrey, a managing director at Frederic W. Cook & Co., in the news release.