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Directors get double-digit increases in comp—again
Board members saw 12% increase in total pay in ’07; Dell’s Miles is highest-paid director in U.S.

By Nicholas Rummell

Director pay continued to rise last year, mostly due to stock awards that came due at several companies, according to data released by The Corporate Library.

The preliminary report found that of about 2,100 companies and 17,500 directors, the median increase in total board compensation was roughly 11%, while individual directors saw a median increase of 12%. That represents the third year of double-digit increases for director pay, according to the report.

Median pay for individual directors of S&P 500 companies came in at just under $200,000.

But some companies paid far more than that. Easily the best-paid board last year was that of Freeport-McMoRan Copper & Gold, the Phoenix-based mining company. It paid its 16-member board $14.7 million last year, and two of its directors, Robert A. Day and Robert J. Allison, were paid $2.5 million and $1.8 million last year, respectively. Next on the list was Gilead Sciences, which paid its board a total of $9.3 million.

The highest-paid individual director was Dell’s Michael Miles, who raked in over $4 million in 2007. Donald Carty, another Dell director, received $3.8 million.

The report found that nearly all the boards that were examined paid their directors with cash fees. About two-thirds also used stock awards as compensation, boosting some directors’ pay considerably. A little more than half of the directors in the study were paid with options, also increasing pay significantly in certain circumstances.

For example, the Goldman Sachs board—the third-highest-paid last year—had both stock and option awards that vested this year, which accounted for 93% of its board’s total compensation.

So far, the spotlight for allegedly excessive compensation has shone solely on CEOs and other executives. At a conference last month of corporate directors, many said executive pay was out of line with performance and supported various changes to pay structures.

With double-digit pay increases among directors—and with shareholders generally in a foul mood—they may soon face scrutiny over their own pay.



Highest-Paid Boards 2007

1. Freeport-McMoRan Copper & Gold: $14,685,739
2. Gilead Sciences: $9,255,477
3. Goldman Sachs Group: $6,408,459
4. XL Capital: $6,209,402
5. American Capital Strategies: $6,096,307
6. Potash Corporation of Saskatchewan: $5,934,209
7. QUALCOMM: $5,675,492
8. BMC Software: $5,642,640
9. Home Depot: $5,622,880
10. ConocoPhillips: $5,451,289

* Non-equity incentive plan comp
Source: The Corporate Library

Write to the editors at fw_editor@financialweek.com.
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