As the time of year approaches when many board committees conduct reviews of director compensation, boards are pressing pause on annual increases to cash and equity retainers, and only making small surgical changes to compensation programs if it appears necessary due to leadership transitions.
George Paulin, chairman and CEO of Frederic W. Cook & Co., says he’s conducted at least 10 board compensation reviews for companies in the Fortune 200 in roughly the past month, and generally, “boards are very hesitant to increase their pay.”
“My prognostication on this is that pay will be flat,” says Paulin. “I don’t think there’s going to be much of a year-over-year increase.”
Even in regular times, directors don’t want to be criticized for increasing their pay when company performance has lagged, or in years in which executives don’t get raises or have failed to reach bonus targets. In response, many boards have adopted language in committee charters mandating that the committee tasked with overseeing board compensation conduct an annual review of pay with an independent consultant.
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