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Directors get better pay: report
Board directors at major firms get fatter paychecks along with more government scrutiny.
March 7, 2005: 9:00 AM EST

NEW YORK (CNN/Money) - Corporate directorships are becoming more lucrative -- again, according to a published report.

USA Today reported Monday that Morgan Stanley (up $1.46 to $58.39, Research) is raising 2005 pay 114% to $75,000 for board members, basing its report on an analysis of early 2005 proxy filings.

Alcoa (up $0.52 to $31.80, Research) is boosting retainers nearly 17% to $175,000. Hershey's (up $0.40 to $64.42, Research) stock grant to each director is now worth $80,000, up 33%, pushing retainers to $135,000. Many companies are also increasing meeting fees. Utility Pepco (up $0.38 to $22.60, Research) is boosting per-meeting payments 60% to $2,000. Others, such as U.S. Bancorp, are doubling pay to committee chairs.

If early patterns hold, the average director's pay at Fortune 200 companies could surge to $200,000, up 14% from 2004, said Jan Koors of consultant Pearl Meyer & Partners. The cash component of directors' pay at S&P 500 companies, now topping $50,000 after 15% gains in both 2004 and 2003, is also up.

"We'll definitely see increases this year" as companies try to make directorships more appealing with larger pay packages, predicted Julie Daum of Spencer Stuart, a leading board recruiter.

Board seats used to be part-time jobs that offered CEOs, academics and former politicians fat stipends for relatively little work. No longer. Compensation Resources consultant Paul Dorf noted that the easygoing era of directors hobnobbing in genteel, clubby anonymity is gone. New regulatory requirements mandating more corporate oversight and scrutiny by outside directors have made the jobs riskier, more complex and adversarial, the newspaper said.

"There are more demands and more time involved," says ex-Medtronic CEO William George, a director at Goldman Sachs (up $2.12 to $111.53, Research), Novartis (up $0.34 to $49.45, Research) and Target (down $0.11 to $52.39, Research). "The audit committee hours have tripled, and there's a lot more prep time," he said.

Directors can no longer rely on a company's insurance to protect them from legal liability, either. Following meltdowns at WorldCom and Enron, former directors at both agreed to personally fork out millions to settle shareholder lawsuits. A judge threw out the WorldCom deal last month.

Increasingly, companies are limiting CEOs' outside directorships, while other CEOs have decided multiple board seats aren't worth their time, making it difficult for headhunters to tap prized CEOs for board vacancies. "We used to get a response in two or three calls," Daum said. "Now we can call 10 CEOs and not get a response."

Yet while the field of candidates may be dwindling, most directorships still hold appeal. "It is harder work -- there's more scrutiny, a bigger time commitment and more risk," Koors said. "But directors are well compensated."  Top of page

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