Korn Ferry Hay Group director pay study.static.kornferry.com/media/.../2015-2016_DirectorPayStudy.pdf · Korn Ferry Hay Group director pay study. ... committee chair retainers

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| Korn Ferry Hay Group 2015/2016 director pay study

Korn Ferry Hay Group director pay study.2015/2016 Korn Ferry Hay Group 300: Director compensation and benefits study.


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2015/2016 Director compensation and benefits study.

In 2016, we conducted our sixth annual review of proxy disclosures to access director compensation and benefits, lead director pay and non-CEO chairman compensation for executive and non-executive positions. This review includes data from the 300 largest companies that filed a final definitive proxy statement between May 1, 2015 and April 30, 2016 (referred to as the “KFHG 300”).

Overview

At a high-level, the overall findings for this year’s study show that companies are continuing the trend towards eliminating board and committee meeting fees and simplifying their director compensation programs to include an annual retainer, committee chair retainers (and to a lesser extent retainers for committee members), plus long-term incentive grants in the form of restricted stock, restricted stock units, common or deferred stock, as opposed to stock options.

In the past, being a director might have been an ancillary job that provided some nice supplemental income. With the increased fiduciary duties and the escalating pace of new regulations, directors are taking on more responsibility and pay levels are following suit.

What's inside1 2015/2016 Director

compensation and benefits study.

6 Lead director compensation.

8 Non-CEO chairman compensation: Executive and non-executive positions.

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Annual compensation.

Pay elements for non-employee directors may include an annual cash retainer and equity award for board service, meeting fees for board and committee service, and an annual retainer for chairing a committee or serving as a member of a committee.

Annual retainer.

99.3 percent of the 300 companies (versus 99.7 percent last year) paid directors an annual retainer in the form of cash and/or equity. The median annual retainer remains at $100,000, same as last two years.

ANNUAL RETAINER CASH EQUITY TOTAL

75th percentile $110,000 $165,000 $125,000

Median $100,000 $150,000 $100,000

25th percentile $80,000 $125,000 $85,000

Cases 293 57 298

Meeting fees.

The percentage of the 300 companies that paid directors a meeting fee for attending board meetings dropped to 16.3 percent down from 21.0 percent last year. The median board meeting fee remained stable at $2,000. Meanwhile, 22 percent of companies paid a median fee of $2,000 for audit committee attendance (same as last year), 21.7 percent of companies paid a median fee of $1,500 for compensation committee attendance (down $500 from last year) and 20.7 percent of companies paid a median fee of $1,500 for nominating committee attendance (down $225 from last year).

MEETING FEES BOARDCOMMITTEES

AUDIT COMP NOMINATING

75th percentile $2,000 $2,000 $2,000 $2,000

Median $2,000 $2,000 $1,500 $1,500

25th percentile $1,500 $1,500 $1,500 $1,500

Cases 49 66 65 62

Committee chairperson retainers.

A large majority of the KFHG 300 companies paid directors a retainer in 2015 for serving as a committee chairperson. For example, 96.7 percent of the 300 companies paid their audit committee chairs a median retainer of $25,000 (versus $21,000 last year). A slightly lower percentage (95.7 percent) of the companies in our sample paid the compensation committee chairs a median retainer of $20,000 (the same as last year). Meanwhile, 92 percent of the KFHG 300 paid their nominating/governance committee chairs a median retainer of $15,000 (same as last year).

COMMITTEE CHAIR RETAINER

COMMITTEES


75th percentile $30,000 $22,500 $20,000

Median $25,000 $20,000 $15,000

25th percentile $20,000 $15,000 $12,500

Cases 290 287 276

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Committee member retainers.

While fairly prevalent, the practice of paying directors a retainer for serving as a member of a committee continues to be a minority practice. The percentage of the 300 companies paying a retainer to members of their audit committee was 41.0 percent, while the median retainer went up to $12,000 (versus $10,000 last year). 26.0 percent of companies offered a $10,000 (same as last year) median retainer to members of compensation committees. 24 percent of companies paid a median retainer of $10,000 (versus $9,000 last year) to nominating/governance committee members.

COMMITTEE MEMBER RETAINER

COMMITTEES


75th percentile $15,000 $12,500 $10,000

Median $12,000 $10,000 $10,000

25th percentile $10,000 $8,375 $5,000

Cases 123 78 72

Long-term incentive compensation.

Companies continue to move away from granting directors stock options. The 2016 proxies show that only 7.7 percent of companies (versus 8.3 percent last year) granted directors stock options with a median value of $80,004 (versus $81,000 last year). Restricted stock/RSUs continue to be the most popular means of rewarding directors. The percentage of KFHG 300 companies issuing restricted stock/RSUs rose slightly (from 72.3 percent to 79.7 percent), with a median value of $150,000 (versus $144,000 last year). Taken as a whole, the data shows that 81.0 percent of the sample companies granted directors some form of long-term incentive compensation (up from 74.3 percent the previous year), with a median value of $150,000 (same as last year).

LT INCENTIVESLONG-TERM INCENTIVES

RS/RSU OPTIONS TOTAL LT

75th percentile $175,000 $102,498 $175,000

Median $150,000 $80,004 $150,000

25th percentile $130,000 $64,250 $135,000

Cases 239 23 243

Total direct compensation (TDC):

To calculate the total direct compensation of a KFHG 300 director, we calculated how many meetings each company’s audit, compensation and nominating/governance committee held during the 2015 fiscal year. For each company, we assumed that every director attended 100% of the meetings of the board, as well as all the meetings of the three board committees. Finally, we had to make simple assumptions as to which committees a typical director was a member or chairperson. The following three scenarios were used to determine KFHG 300 director total direct compensation:

1. Director is a chairperson of the audit committee and a member of the nominating committee.

2. Director is a chairperson of the compensation committee and a member of the nominating committee.

3. Director is a member of the audit committee and a member of the compensation committee.

In these three scenarios, the median total direct compensation of a KFHG 300 director was 1) $281,250 (versus $275,000 last year) 2) $277,750 (versus $266,875 last year), and 3) $265,000 (versus $255,000 last year).

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TDCTDC USING ASSUMPTION

(1) (2) (3)

75th percentile $315,000 $305,000 $292,636

Median $281,250 $277,750 $265,000

25th percentile $260,000 $255,000 $240,068

Cases 300 300 300

Compensation by revenue bracket.

Not surprisingly, director compensation is highly correlated with revenue size. We segmented our analysis on the KFHG 300 director pay and benefits database to compare 2014 and 2015 data for companies in the following four revenue brackets:

�� Revenue under $10 Billion

�� Revenue $10-$20 Billion

�� Revenue $20-$40 Billion

�� Revenue above $40 Billion

REVENUES2015 MEDIAN TDC USING ASSUMPTION

(1) (2) (3)

Under $10B (24 Cos.) $275,000 $264,700 $255,000

$10 - $20B (146 Cos.) $274,200 $268,450 $256,500

$20 - $40B (66 Cos.) $292,250 $290,000 $272,000

Above $40B (64 Cos.) $307,500 $297,500 $283,750

Note the difference between the 2015 TDC using the defined assumptions versus 2014 TDC using the same assumptions:

REVENUES2014 MEDIAN TDC USING ASSUMPTION

(1) (2) (3)

Under $10B (24 Cos.) $242,553 $240,000 $221,053

$10 - $20B (147 Cos.) $265,052 $260,000 $250,000

$20 - $40B (58 Cos.) $277,000 $269,000 $257,500

Above $40B (71 Cos.) $290,000 $285,000 $270,000

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Deferred compensation and benefit programs.

This year, 84.7 percent of the KFHG 300 (down from 96.3 percent last year) have disclosed either some form of deferred compensation or at least one type of director benefit. Additionally, only 65.0 percent of the companies disclosed at least one type of director benefit arrangement (versus 67.3 percent last year). The most common types of deferred compensation or benefit include:

DEFERRED COMPENSATION/BENEFIT

2011 2012 2013 2014 2015

Deferred compensation 60% 73% 72% 74% 73%

Matching gifts 43% 43% 44% 41% 42%

Continuing education program

16% 18% 17% 18% 16%

Accident/death insurance

16% 15% 15% 15% 14%

Use of company products

11% 13% 11% 13% 14%

Spousal travel 16% 18% 18% 18% 12%

Use of company aircraft 8% 12% 10% 12% 10%

Other less common director benefits mentioned in proxy filings include life insurance, tax gross-up, medical coverage, use of company car, financial planning, retirement arrangements, physical exams, dental coverage, charitable award plans, gifts and entertainment tickets.

Did we see any major changes in director pay in 2015?

In 2015, the median annual retainer once again remained at $100,000. Total long-term incentives also remained at a median of $150,000. Grants of stock options to directors dropped from 8.3 percent of the sample last year to 7.7 percent in 2015. According to our Korn Ferry Hay Group scenarios, median total direct compensation for directors now falls between $256,500 and $274,200. Surveys indicate that the typical board member sits on the board of three (or possibly even four) Fortune 500 companies. These findings suggest that board members can collect in excess of $1 million annually for board service to a number of companies. When you factor in the time investment that a director makes to the company, versus the CEO’s time investment, it is not surprising that a typical board mainly consists of independent non-employee directors who are getting paid for their services.

What do we see as the future for director pay?

We expect to see more companies continuing the current trend toward eliminating board and committee meeting fees and simplifying their director compensation programs to include an annual retainer, committee chair retainers (along with retainers for committee members at a minority of companies), plus long-term incentive grants in the form of restricted stock, restricted stock units, unrestricted stock or deferred stock, as opposed to stock options.


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Lead director compensation.Korn Ferry Hay Group reviews 2016 proxy statements on lead director compensation.

The evolution of the lead director position.

Not long ago, only a few boards had a “lead director” position. In the last decade, more U.S. public companies have begun appointing lead (or presiding) directors of their boards. There are two main explanations for the increased prevalence of lead directors at U.S. public companies:

1. In the wake of corporate scandals at Enron and Worldcom, shareholders began pushing in earnest for large U.S. corporations to follow the lead of their European counterparts in separating the positions of chairman and CEO. These shareholders rallied around the idea that having an independent chairman could act as a safety check against misguided management teams.

2. The need for an independent chairman or a lead director became a practical necessity when the 2002 Sarbanes-Oxley Act (and associated rules issued by the stock exchanges and the Securities and Exchange Commission) required the full board of directors at U.S. public companies to meet separately from management and non-independent directors.

Motivated by these two factors, most U.S. public companies have either added a lead director position or split the chairman and CEO responsibilities between two separate individuals.

Duties and responsibilities of a lead director.

The lead director reports to and assists the board of directors, especially the chairman of the board of directors. The lead director works closely with the chairman and the remainder of the board to ensure that the board of directors maintains its proper organization, functions effectively and operates independently from management. In addition to the usual duties expected of all board members, the lead director has a number of additional responsibilities such as:

�� Working with the board to ensure that directors have necessary decision-making resources.

�� Consulting with the chairman and other board members upon request on issues relating to corporate governance.

�� Serving as a liaison between the chairman and the non-executive directors.

�� Advising the chairman as to board meeting schedules, assisting in setting agendas for these meetings, and ensuring sufficient time has been allotted to cover all agenda items.

�� Chairing board meetings when the chairman is unavailable to do so.

�� Chairing meetings of independent directors to discuss issues relating to company business without the presence of management and the CEO.

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�� Working closely with committee chairs to coordinate coverage of board responsibilities.

�� Serving as the spokesperson for the company in the absence of the chairman or the CEO.

�� Reviewing and assessing director attendance, performance, compensation, size and composition of the board and its committees.

�� Supporting effective shareholder communications.

Lead director compensation.

Given all of these additional responsibilities, many companies pay their lead directors an additional fee above and beyond standard board member compensation. 63.3 percent of the KFHG 300 (versus 61.3 percent last year) reported paying lead directors an additional fee for their services. Lead directors in the KFHG 300 who received supplemental compensation were awarded a median fee of $30,000, up from $25,000 last year.

Lead director premium pay – 2013 to 2015 (300 company sample).

CASH EQUITY TOTAL

2015

High $150,000 $100,000 $200,000

75th percentile $35,000 $42,813 $40,000

Median $30,000 $27,606 $30,000

25th percentile $25,000 $25,000 $25,000

Low $10,000 $6,160 $10,000

Average $33,092 $33,673 $33,005

Cases 183 18 190

2014

High $400,000 $140,000 $400,000

75th percentile $30,000 $51,875 $35,000

Median $25,000 $30,000 $25,000

25th percentile $25,000 $22,500 $25,000

Low $2,500 $15,000 $2,500

Average $33,729 $43,983 $36,031

Cases 171 15 184

2013

High $250,000 $348,828 $358,828

75th percentile $30,000 $40,000 $30,000

Median $25,000 $25,000 $25,000

25th percentile $20,000 $24,000 $20,000

Low $3,000 $20,000 $3,000

Average $32,741 $52,431 $36,082

Cases 174 17 182

This year’s summary statistics for lead director total premium pay rose to a median of $30,000 for 2015, from a median of $25,000 in both 2014 and 2013. As more companies name lead directors, they are continuing to increase the fees paid to lead directors for assuming their additional responsibilities.


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Non-CEO chairman compensation: Executive and non-executive positions.Korn Ferry Hay Group reviews 2016 proxy statements on non-CEO chairman compensation.

The chairman position.

The chairman of the board is typically responsible for management of the activities of the board of directors. Among other responsibilities, this individual sets board agendas, oversees director evaluations and appointments, chairs board meetings and the annual shareholders’ meeting, and provides advice and counsel to the chief executive officer (CEO).

Until recently, the vast majority of U.S. public corporations had a chairman who was also the CEO of the organization. As an executive officer of the company, the chairman/CEO fulfills the responsibilities of managing the board as well as the CEO’s responsibilities of managing the business of the company. In recent years, governance watchdogs and some institutional shareholders have questioned whether these dual responsibilities should be fulfilled by one individual. They have proposed a split between the chairman and CEO positions to provide a check and balance on the CEO and his management team.

The Sarbanes-Oxley Act (followed by new rules and listing standards issued by the Securities and Exchange Commission and the stock exchanges) required that directors of a U.S. public company meet not only as members of the full board but also separately from management and non-independent directors. Since then, most companies have either added a lead director position or split the chairman and CEO responsibilities between two separate individuals.

Among our KFHG 300 sample, most companies in 2015 still maintained a governance structure led by a CEO with a chairman’s responsibilities, but the prevalence has continued to fall. Boards with CEOs as chairmen constituted less than 60 percent (57.3 percent) of the sample, down from 58.0 percent in 2013.

Chairman positions - 2015 versus 2013.

57.3%

58.0%

15.0%

29.0%

27.7%

13.0%

0% 20% 40% 60% 80% 100%

2015

2013

Chairman and CEO Non-CEO executive chairman Non-executive chairman

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15.0 percent of the companies have a non-CEO executive chairman (versus 13.0 percent in 2013), and 27.7 percent of the companies have a non-executive chairman (versus 29.0 percent in 2013) who is not an employee of the company. The prevalence of executive chairmen is down -4.5 percent between 2013 and 2015; the prevalence of non-executive chairman is up 15.4 percent.

KFKG 300 executive chairman compensation.

Among the 45 companies in the KFHG 300 with an executive chairman, the 2015 total annual compensation (“TAC”, or salary plus annual incentive) of the executive chairman ranged from a low of $0 to a high of $8.3 million, with a median of $2.4 million, by comparison, to their 2013 TAC ranged from a low of $250,000 to a high of $11.8 million, with a median of $3.2 million. The chair’s TAC as a percent of the CEO’s TAC at these 45 organizations in 2015 ranged from a low of 0.0 percent to a high of 384.8 percent, with a median of 81.2 percent. In 2013, the chair’s TAC as a percent of the CEO’s TAC ranged from a low of 3.6 percent to a high of 341.8 percent, with a median of 68.4 percent.

The 2015 total direct compensation (“TDC”, or TAC plus long-term incentives) of the executive chairman ranged from a low of $1 to a high of $46.6 million, with a median of $5.8 million, as compared to their 2013 TDC which ranged from a low of $250,000 to a high of $22.3 million, with a median of $5.8 million. The chair’s TDC as a percent of the CEO’s TDC at these 45 organizations ranged from a low of 1.7 percent to a high of 302.3 percent, with a median of 76.4 percent. In 2013, the chair’s TDC as a percent of the CEO’s TDC ranged from a low of 2.2 percent to a high of 341.8 percent, with a median of 61.4 percent.

Note that for the first time since these surveys have been completed by Korn Ferry Hay Group, it actually appears that the executive chairman has gained ground as compared to their company CEO. The chair TAC as percent of the CEO TAC has risen from 68.4 percent in 2013 to 81.2 percent in 2015; the chair TDC as percent of the CEO TDC has also risen from 61.4 percent in 2013 to 76.4 percent in 2015.

Chair TAC1 as % of CEO TAC, 2013–2015.

CHAIR TAC CEO TACCHAIR TAC AS % OF CEO

TAC

2015

High $8,250,000 $22,500,000 384.8%

75th percentile $3,421,078 $4,747,454 119.4%

Median $2,397,600 $3,600,000 81.2%

25th percentile $919,400 $2,133,438 20.8%

Low $0 $1 0.0%

Average $2,649,896 $4,313,130 83.7%

2013

High $11,756,731 $32,013,461 341.8%

75th percentile $3,766,298 $4,407,375 95.3%

Median $1,981,354 $3,614,423 68.4%

25th percentile $901,600 $2,013,810 46.9%

Low $250,000 $1 3.6%

Average $3,010,458 $4,668,877 77.2%

1 TAC or Total Annual Compensation is defined as salary plus annual incentive.

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Chair TDC2 as % of CEO TDC, 2013 –2015.

CHAIR TDC CEO TDC CHAIR TDC AS % OF CEO

TDC

2015

High $46,568,926 $55,199,918 302.3%

75th percentile $8,420,819 $11,898,877 99.6%

Median $5,817,500 $9,040,144 76.4%

25th percentile $3,050,018 $6,143,133 36.6%

Low $1 $1 1.7%

Average $7,389,236 $12,448,175 80.3%

2013

High $22,266,491 $64,358,386 341.8%

75th percentile $9,422,916 $15,228,832 105.1%

Median $5,809,763 $8,987,439 61.4%

25th percentile $3,142,332 $5,589,124 21.4%

Low $250,000 $250,000 2.2%

Average $6,845,931 $12,242,789 74.3%

Executive chairman is often a founder of the company or a prior CEO.

The non-CEO executive chairman is often one of the following:

�� A founder of the company,

�� A member of the family of the founder of the company, or

�� A recent CEO of the company who relinquished the CEO position to serve as chairman and then as executive chairman.

KFHG 300 non-executive chairman compensation.

Eighty-three (27.7 percent) of the KFHG 300 companies (versus 87 companies or 29.0 percent in 2013) have a non-executive chairman. In most cases, the compensation of the non-executive chairman was disclosed in the company’s most recent proxy statement.

The 2015 annual retainer of the non-executive chairman ranged from a low of $0 to a high of $1.25 million, with a median of $210,000; the 2013 annual retainer of the non-executive chairman ranged from a low of $0 to a high of $1.5 million, with a median of $265,000. The chair’s 2015 annual retainer as a percent of the CEO’s 2015 annual salary at these 83 organizations ranged from a low of 0 percent to a high of 160.3 percent, with a median of 19.6 percent; the chair’s 2013 annual retainer as a percent of the CEO’s 2013 annual salary at these 87 organizations ranged from a low of 0 percent to a high of 453.7 percent, with a median of 27.7 percent. Note that the medians have dropped between 2013 and 2015.

2 TDC or Total Direct Compensation is defined as TAC plus the grant value of stock options, restricted stock and performance equity awards such as performance Shares, and cash-based long-term incentive award payments.

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Chair annual retainer as % of CEO salary, 2013–2015.

CHAIR ANNUAL RETAINER CEO SALARY CHAIR ANNUAL RETAINER

AS % OF CEO SALARY

2015

High $1,250,000 $2,115,000 160.3%

75th percentile $307,500 $1,308,987 31.4%

Median $210,000 $1,183,333 19.6%

25th percentile $152,500 $994,639 14.8%

Low $0 $125,000 0.0%

Average $259,886 $1,145,828 25.1%

2013

High $1,498,000 $2,269,231 453.7%

75th percentile $382,500 $1,270,072 36.0%

Median $265,000 $1,100,000 27.7%

25th percentile $170,000 $911,731 17.7%

Low $0 $1 0.0%

Average $299,493 $1,069,531 33.7%

The chair’s 2015 annual retainer as a multiple of the typical board member’s 2015 annual retainer ranged from a low of 0 to 10.0 times, with a median of 1.9 times; the chair’s 2013 annual retainer as a multiple of the typical board member’s 2013 annual retainer ranged from a low of 0 to 10.0 times, with a median of 2.1 times. Note that the median went down between 2013 and 2015.

Chair annual retainer as a multiple of board member retainer, 2013 – 2015.

CHAIR ANNUAL RETAINER BOARD MEMBER RETAINERCHAIR RETAINER AS MULTIPLE OF BOARD MEMBER RETAINER

2015

High $1,250,000 $285,000 10.0

75th percentile $307,500 $117,500 2.7

Median $210,000 $100,000 1.9

25th percentile $152,500 $85,000 1.5

Low $0 $35,000 0.0

Average $259,886 $115,636 2.4

2013

High $1,490,000 $300,000 10.0

75th percentile $382,500 $177,500 3.2

Median $265,000 $100,000 2.1

25th percentile $170,000 $77,500 1.7

Low $0 $20,000 0.0

Average $299,493 $124,015 2.8

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The 2015 total direct compensation (TDC) of the non-executive chairman ranged from a low of $0 to a high of $2.5 million, with a median of $445,000; the 2013 TDC of the non-executive chairman ranged from a low of $0 to a high of $1.6 million, with a median of $401,500. The chair’s 2015 TDC as a percent of the CEO’s 2015 TDC at these 83 organizations ranged from a low of 0 percent to a high of 21.9 percent, with a median of 4.0 percent; the chair’s 2013 TDC as a percent of the CEO’s 2013 TDC at these 87 organizations ranged from a low of 0 percent to a high of 40.1 percent, with a median of 4.2 percent. Note that the median dropped between 2013 and 2015.

Chair TDC as % of CEO TDC, 2013–2015.

CHAIR TDC CEO TDCCHAIR TDC AS % OF CEO

TDC

2015

High $2,500,000 $29,002,082 21.9%

75th percentile $500,000 $14,684,527 5.5%

Median $445,000 $10,225,217 4.0%

25th percentile $350,000 $7,560,835 2.9%

Low $0 $1,156,294 0.0%

Average $450,826 $11,349,633 5.0%

2013

High $1,600,073 $45,530,779 40.1%

75th percentile $487,469 $12,945,800 5.8%

Median $401,500 $10,354,782 4.2%

25th percentile $325,002 $6,549,021 3.2%

Low $0 $810,606 0.0%

Average $435,119 $10,626,170 6.1%

The chair’s 2015 TDC as a multiple of the typical board director’s 2015 TDC ranged from a low of 0 to a high of 7.4 times, with a median of 1.5 times; the chair’s 2013 TDC as a multiple of the typical board director’s 2013 TDC ranged from a low of 0 to a high of 5.9 times, with a median of 1.6 times. Note that the median dropped between 2013 and 2015.

Chair TDC as a multiple of board member TDC, 2013–2015.

CHAIR TDC BOARD MEMBER TDCCHAIR TDC AS A MULTIPLE OF BOARD MEMBER TDC

2015

High $2,500,000 $480,000 7.4

75th percentile $500,000 $320,000 1.7

Median $445,000 $280,000 1.5

25th percentile $350,000 $256,250 1.3

Low $0 $90,300 0.0

Average $450,826 $287,107 1.6

2013

High $1,600,073 $506,716 5.9

75th percentile $487,469 $294,000 1.8

Median $401,500 $260,000 1.6

25th percentile $325,002 $236,000 1.3

Low $0 $76,400 0.0

Average $425,119 $265,502 1.6

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How does the compensation of a non-executive chairman compare to the compensation of an executive chairman?

As one would expect, the non-CEO executive chairman, who is an employee of the company, gets paid many times more than the non-executive chairman, who is not currently an employee of the company. All of the statistics clearly confirm that the executive chairman is paid much more than the non-executive chairman; the chairman’s TDC as a percentage of the CEO’s TDC is a median of 76.4% for the executive chairman and only 4.0% for the non-executive chairman.

Executive chair TDC and non-executive chair TDC as % of CEO TDC.

EXECUTIVE CHAIR TDC

NON-EXECUTIVE CHAIR TDC

EXECUTIVE CHAIR TDC AS A % OF CEO

TDC

NON-EXECUTIVE CHAIR TDC AS A %

OF CEO TDC

High $46,568,926 $2,500,000 302.3% 21.9%

75th Percentile $8,420,819 $500,000 99.6% 5.5%

Median $5,817,500 $445,000 76.4% 4.0%

25th Percentile $3,050,018 $350,000 36.6% 2.9%

Low $1 $0 1.7% 0.0%

Average $7,389,236 $450,826 80.3% 5.0%

The non-CEO chairman’s future.

With all of the interest in the U.S. on splitting the chairman and CEO positions, it is still likely that more companies will split the two positions in 2017 and going forward. Korn Ferry Hay Group will continue to monitor the developments in the 2017 proxies.

Questions regarding this database, the non-CEO chairman compensation data analysis, and/or usage of this data in client-based, new business and marketing situations should all be directed to [email protected].

mailto:Irv.Becker%40kornferry.com?subject=2015%20director%20pay%20study

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Korn Ferry Hay Group director pay study.static.kornferry.com/media/.../2015-2016_DirectorPayStudy.pdf · Korn Ferry Hay Group director pay study. ... committee chair retainers