NACD REPORT HIGHLIGHTS TRENDS AND PRACTICES IN DIRECTOR COMPENSATION

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National Association of Corporate Directors

Mar 22, 2022, 10:38 ET

Decades of Data and Insights Inform Key 2021–2022 Findings

NACD report offers a comprehensive perspective on director-pay practices based on data from 1,400 companies across 24 diverse industries and company-size categories.
Of all companies evaluated, 41 percent have three or more female directors, compared to 35 percent in 2020 and 20 percent in 2016.
Additional observations on new developments and trends in director compensation, board composition, board governance, and relevant issues, such as the pandemic operating environment, informed this year's findings.

WASHINGTON , March 22, 2022 /PRNewswire/ -- The National Association of Corporate Directors (NACD), the authority on boardroom practices representing more than 23,000 board members, today released the 2021–2022 NACD Director Compensation Report, which presents key findings based on a robust analysis of director compensation trends and practices.

The annual report, produced in collaboration with leading compensation consultancy, Pearl Meyer, offers an in-depth analysis of nonemployee director compensation across 1,400 companies in varying size categories and spanning 24 industries.

"Directors today are operating in a complex environment that has required enduring agility and adaptability," said Peter Gleason, president, and CEO of NACD. "As companies navigate the challenges of an increasingly competitive talent market, the demands of managing post-pandemic workforce needs, and ongoing supply chain and economic concerns, boards will play a significant role in ensuring long-term resilience and profitability."

Key findings from the report are outlined below:

Operating Environment and Director Compensation

Since the onset of the pandemic, companies and their boards face new pressures, all in the context of greater scrutiny of board oversight. In response, directors' responsibilities have evolved and broadened.
Despite this dynamic context of change, director compensation levels continue to see modest year-over-year growth.

Total Direct Compensation (TDC) increased 3 percent.

Total Direct Compensation (TDC) increased 3 percent over the prior year for all firms (consistent with the prior year's increase).
The TDC increase ranged from a 7 percent increase in the Micro revenue category to a 1 percent increase in the Top 200 category.

Compensation Growth.

Both cash retainers and total stock awards grew by 4 percent for all firms. Board meeting fees remained flat and continue to decline in prevalence, decreasing from 19 percent in 2020 to 17 percent in 2021. It is important to note that meeting fees are directly tied to the number of board meetings held and represent the smallest portion of the total compensation package.

Equity Grant Practices.

Equity compensation, which includes both full-value shares and stock options, continues to be the largest portion of total direct compensation, comprising more than 50 percent of TDC across all size categories except Micro.
Micro companies deliver 47 percent of compensation in equity, as many are recently public and shifting away from cash-oriented practices typically used in privately held companies.

Gender Diversity.

Gender diversity remained a prominent topic for boards in 2021, as the aggregate percentage of companies with female directors increased across all size categories.
In 2021, 94 percent of companies had at least one female director, reflecting a 14 percent increase from 2016. This figure reaches 100 percent for Top 200 firms.
Of all companies evaluated in the report, 41 percent have three or more female directors, compared to 35 percent in 2020 and only 20 percent in 2016.

ESG Committees.

In 2021, approximately one in ten Large and Top 200 companies had an Environmental, Social, or Governance (ESG) committee. ESG issues have remained a hot topic in recent years and management teams have responded to pressure from proxy advisors, shareholders, and the public by disclosing more on these topics than ever before.
Boards are also expanding their charters to include key ESG issues, as well as creating additional committees when necessary. This trend is expected to continue.

About NACD's 2021–2022 Director Compensation Report:
Data presented in the 2021–2022 Director Compensation Report was collected through a study of 1,400 companies across 24 industries that had filed a proxy statement or any other SEC filing containing director-compensation information for the fiscal year ending between February 1, 2020, and January 31, 2021. To download your copy, visit the 2021-2022 Director Compensation Report.

About NACD
For more than 40 years, NACD has been on the leading edge of corporate governance, setting standards of excellence that have elevated board performance. NACD arms today's directors with insights and education that drive their mission forward, while preparing a new generation of boardroom leaders to meet tomorrow's biggest challenges. NACD is a community of more than 23,000 directors driven by a common purpose: to be trusted catalysts of economic opportunity and positive change—in businesses and in the communities they serve. To learn more about NACD, visit www.nacdonline.org.

About Pearl Meyer
Pearl Meyer is the leading advisor to boards and senior management on the alignment of executive compensation with business and leadership strategy, making pay programs a powerful catalyst for value creation and competitive advantage. Pearl Meyer's global clients stand at the forefront of their industries and range from emerging high-growth, not-for-profit, and private companies to the Fortune 500 and FTSE 350. The firm has offices in Atlanta, Boston, Charlotte, Chicago, Houston, London, Los Angeles, New York, Rochester, and San Jose.