New Trends in Director Compensation, Board Composition, and Board Governance Highlighted in 2023-2024 Director Compensation Report

TWO DECADES OF DATA AND INSIGHTS INFORM KEY FINDINGS FROM 1,400 COMPANIES ACROSS DIVERSE COMPANY-SIZE CATEGORIES AND 24 INDUSTRIES

WASHINGTON, DC (January 31, 2024) — The National Association of Corporate Directors (NACD), the authority on boardroom practices representing approximately 24,000 board members, today released the 2023–2024 Director Compensation Report.

The 25th annual report, produced in collaboration with leading compensation and leadership consultancy Pearl Meyer, presents key findings based on a robust analysis of director compensation trends and practices and offers an in-depth analysis of nonemployee director compensation across 1,400 companies in varying size categories and spanning 24 industries (that have filed a proxy statement or any other SEC filing containing director-compensation information).

“Directors today operate in a complex environment that has required enduring agility and adaptability. The complexity and time commitment associated with board membership have increased significantly due to monitoring and oversight in many areas such as human capital, technology, cybersecurity and AI, and economic concerns,” said Peter Gleason, NACD president and CEO.

“While year-over-year changes in board pay have been modest, the scrutiny boards face continues to increase,” said Ryan Hourihan, managing director at Pearl Meyer and lead author of the report. “It’s important for boards to understand on an annual basis how they compare to market practice to ensure their programs are competitive and capable of attracting the caliber of director expected by shareholders.”

Key Takeaways from the Report

• Total Direct Compensation (TDC) for directors has increased four percent over the prior year for all firms (a slight increase from last year’s increase of 2%).
• Gains in Gender Diversity on the Board continue with 53 percent of all boards having three or more female directors.
• The equity portion of TDC has risen steadily and the percentage of companies delivering more than 50 percent of their total pay in equity continues to increase, especially among the “Micro” and “Small” company-size categories, whose firms have experienced the largest increases over the past three years.

Read the full report for additional insight and analysis into the most recent trends in director compensation at NACDonline.org.

Note to Editors: NACD’s Blue Ribbon Commission report, Culture As The Foundation: Building a HIgh-Performance Board, identifies board compensation as a factor that can influence board culture. The report includes resources to help boards assess the impact that director compensation has on the board’s culture and agility.

About the Pearl Meyer/NACD 2023–2024 Director Compensation Report: Data presented in the 2023–2024 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, 2022, and January 31, 2023. The report assigns companies to one of five size categories based on revenue: micro  ($50–$500 million in revenue), small  ($500 million to $1 billion in revenue), medium  ($1–$2.5 billion in revenue), large  ($2.5–$10 billion in revenue), and top 200  (200 largest companies in the S&P 500 based on revenue).

About Pearl Meyer

Pearl Meyer is the leading advisor to boards and senior management helping organizations build, develop, and reward great leadership teams that drive long-term success. Our strategy-driven compensation and leadership consulting services act as powerful catalysts for value creation and competitive advantage by addressing the critical links between people and outcomes. Our clients stand at the forefront of their industries and range from emerging high-growth, not-for-profit, and private organizations to the Fortune 500. To learn more visit www.pearlmeyer.com.

Press Contacts
Shannon Bernauer
sbernauer@nacdonline.org
571-367-3688

Shawn-Laree O’Neill for Pearl Meyer
shawnlaree@gmail.com
773-802-0377