After a difficult 2020 due to the COVID-19 pandemic, board members were asked to meet more often to address critical issues like digital transformation, supply chain, strategic growth, and operational efficiencies. In 2021, we observed a "new normal," coinciding with hybrid meetings, monthly working sessions and increased compensation. Traditionally, Private companies tend to struggle with board compensation because it is difficult to find accurate benchmarks for director pay.
Lodestone Global recently published their 11th Annual 2022 Private Company Board Compensation Survey. The survey included 576 companies across 41 different industries and 39 countries to analyze current board practices and compensation around the world.
In 2020, over 95% of companies reported holding their board meetings remotely. In 2021, over 40% of companies reported returning to their typical in-person meetings, with another ~32% adopting a hybrid approach (e.g., 2 out of 4 meetings per year held in person). Over 60% of the respondents indicated a preference for in-person meetings.
In 2020, 55% of respondents indicated their companies had increased the number of meetings due to COVID-19. In 2021, that number jumped further to ~75%. The median number of meetings remained elevated at 4 Formal “In Person” Meetings (including videoconferences that have replaced traditional meetings) and 4 Teleconferences.
Last year we observed a decrease in total pay despite the increase in time commitment. This year, however, we saw a rebound in growth, particularly in the U.S.
Median total compensation was $44,850, ~5% higher than the $42,750 reported last year. The +4.9% increase (-1.7% in 2020) is the result of a +5.3% increase domestically, offset by a +4.0% increase internationally. Technology firms saw the most growth again this year, paying their directors +9% more year-on-year.
Most temporary modifications to director compensation that were put in place in 2020 were eliminated in 2021. Less than 10% of respondents indicated any reduction in fees with respect to COVID-19. In fact, 32% of respondents reported increased pay commensurate with the increased meetings that have taken place since the onset of the pandemic. In 2020, many directors were not adequately compensated for the increase in work.
Boards Drive Value
Boards continued to strongly impact company performance. Since implementing a board of directors, 97% of companies reported increased revenues and 94% reported increased EBITDA. Since the respondent joined the board, companies reported an average revenue increase of ~60%.
63% of the participants categorized their boards as “Indispensable” or “Very Effective” at driving corporate strategy. These results support the notation that a board with strategically selected directors can be essential to achieving corporate goals and improving profitability.
Historical Compensation Data
*Note: all figures are in USD, the data represents median values and assumes 4 in-person and 2 teleconference meetings for comparison.
Board compensation is projected to rise again in 2022 with 58% of the respondents projecting a rise in director pay – up from 45% who expected an increase last year and 35% the year before.
If you are interested in learning more about designing or benchmarking your board compensation scheme (Retainer, Per Meeting, Chairperson Fees, Committee Chair Fees, Cash vs. Equity etc.) please don't hesitate to reach out at email@example.com. It is critical to design a competitive compensation scheme to ensure you have access to top director talent.