Is the director gravy train finally slowing down? It sure seems like it.
For one thing, Towers Watson's annual analysis of director compensation at Fortune 500 companies found that 2009 pay packages for directors rose by a mere 1 percent over 2008 levels.
That is smaller than the median increase of 3 percent directors received in 2008.
The consulting firm points out that prior to the global economic crisis, directors had been steadily receiving annual pay increases of nearly 10 percent.
"Companies have been hesitant about drastically altering pay for their directors, particularly in light of pay cuts, salary freezes and benefit reductions that have been imposed on employees over the past couple of years," said Doug Friske, head of executive compensation consulting at Towers Watson.
According to the firm, total compensation for the outside directors at the companies studied still came in at $200,698.
Cash compensation also increased by just 1 percent, from $83,875 in 2008 to $85,000 last year, while the value of equity awards rose by 1 percent, to $104,939 from $103,963 the previous year.
Friske stresses in the announcement that companies are evaluating how much directors should be paid in cash versus equity, and expects them to continue to shift these components to better align the interests of directors with those of shareholders.
Interestingly, the study found that more companies eliminated board and committee meeting fees, and replaced them with fixed retainers for serving on boards and committees.
For example, the percentage of companies paying board meeting fees declined from 44 percent in 2008 to 40 percent last year. This is down from 2005, when 60 percent of companies paid board meeting fees.
Towers Watson also found a decline in companies paying committee meeting fees - from 48 percent in 2008 to 45 percent in 2009.
"One thing that is clear is that the current state of director pay will continue to evolve in light of changing responsibilities, recruitment challenges and time commitments placed on directors," Friske stresses.
There are other factors not mentioned in the study that could stem the rise in director compensation. Investors dissatisfied with director performance now have a number of weapons to throw the bums out.
For one thing, about 70 percent of S&P 500 firms now have majority voting provisions, according to ISS. Many of these companies have director resignation policies.
In addition, the New York Stock Exchange has banned broker votes in uncontested board elections. This is significant since these votes generally had been cast for company supported directors.
Proxy access, which goes into effect in fewer than 60 days, will also have an effect since it will make it easier for certain investors to nominate their own slate of directors at annual meetings.
So, boards have more incentives to not anger their shareholders, especially at underperforming companies.