Boards of directors, particularly committees, have seen a lot more scrutiny over the past few years, and with rules governing their affiliations being enacted as part of the Dodd-Frank Act, this is just the beginning. Equilar’s latest report investigates how this new frontier is affecting the way board and committee members and chairs are selected and paid. Here are a few of our findings:

• Median board member pay for the S&P 1500 was $142,500. This figure only includes board-related, not committee-related, pay. S&P 500 members had a median pay of $190,000, while members of the other two S&P groups were slightly below the median for the entire cohort.
• Audit committee chairs and members still get paid the most, but their pay has tended to be stagnant or declining from 2007 to 2009. Compensation committee chairs have seen a pay jump in that period, perhaps thanks to the increased attention to their work. Compensation and governance committee members saw mostly stagnant pay figures as well.
• Governance committee members are the most tenured in all three groups, followed by compensation and audit committee members.
• Audit committees meet the most, followed by compensation and governance committees.
• The prevalence of meeting fees for both chairs and members fell in all three S&P groups, while the prevalence of annual retainers rose. (One notable exception: governance committees in the S&P 400 saw the opposite effect.)
• In 2009, the most prevalent pay structure for chairs was annual retainer and meeting fees, while the second most common structure was annual retainer only. The most prevalent pay structure for members was meeting fees only, with over 60 percent prevalence over all committees.

Interested in seeing more detailed figures? Click on the relevant S&P group to request a report:

• S&P 500 Committee Trends (Large-caps)
• S&P 400 Committee Trends (Mid-caps)
• S&P 600 Committee Trends (Small-caps)

As we adjust to the new SEC disclosure regulations and reflect back on the storms that lead up to the current economic climate, we are left to wonder – what is in the forecast for 2010? While market uncertainties make it tough to predict what will happen next in the world of executive compensation, one thing is for sure: All companies are exploring new ideas and practices to help them comply with stricter regulations, avoid excessive risk taking, and keep their shareholders happy.

Our newly published report, 2010 Executive Compensation Outlook, provides a follow-up to the companies studied in our 2009 Executive Compensation Outlook Report and explores trends and practices likely to affect us this year.

Some of the things we encountered:

• Salary reinstatements are on the rise. Of the 40 executive salary reductions we studied at the end of 2008, nearly a quarter have been reinstated.
• Incentive compensation is changing. Performance awards are being amended to provide longer performance periods, some firms have put relative measures in place, and others have adjusted threshold, target, and maximum level.
• Companies are getting creative with equity compensation. Performance-based awards are being amended to become time-based, option terms are being extended to give stocks a chance to rise, and some companies are adding more restricted shares and stock units to their equity mix.

The complete report is provided to all Equilar Knowledge Center subscribers. Non-subscribers can request a copy of the report by visiting Equilar’s Executive Compensation Reports section or the individual report page here.

Yesterday, the SEC voted 4-to-1 to adopt broader proxy disclosure requirements. Some of the key areas are:

• Risk Disclosure Threshold Increased: Compensation policies reasonably likely to have a material adverse effect on the company must be disclosed.
• New Diversity Consideration Disclosure: Companies will be required to disclose how the nominating committee considers diversity in identifying director nominees.
• Value Threshold for Consultant Disclosure: Enhanced disclosure surrounding consultants will only be required if the non-executive compensation service exceeds $120,000.

According to the document release, the effective date of the rules is February 28, 2010. Companies with a fiscal year ending after December 20, 2009 will be required to adopt the amendments to the Summary Compensation Table.

We’ve written up a client alert, which you can view here.

Equilar recently conducted an SEC: Ahead of the New Regulations webinar; access is free to clients. Non-clients can request access here.

In today’s Executive Compensation Trends newsletter, we highlighted three new research reports. We’ve segmented our annual Committee Member and Chair Compensation Trends report by the S&P 600 (companies under $500M in revenues), S&P 400 (companies from $500M to $2B in revenues), and S&P 500 (companies over $2B in revenues).

This report compares and analyzes member and chair compensation. Among the key trends we found:

• Median board level comp (cash retainer, equity awards, and total meeting fees) ranged from $107,564 at S&P 600 companies to $190,129 at S&P 500 companies (excluding payment for committee service).
• Across all committees, Governance members had the most tenure.
• Audit committees met most frequently.
• Compensation-committee chair pay at large organizations rose 13.3% from 2006 to 2008, and compensation committee member pay at small organizations increased by 20%.

To request a copy of any of the reports, click here.

To subscribe to Equilar’s Executive Compensation Trends newsletter, click here.

In anticipation of new SEC disclosure rules dealing with executive compensation, we decided to hold a special research webinar next week. Equilar‘s top research managers will discuss the proposed rules and highlight examples of how leading companies are anticipating and getting in front of those rules.

Topics will include:

• The Relationship Between Compensation and Risk
• Board of Director Risk Management
• Consultant Conflict of Interest
• Equity Award Values in the Summary Comp Table
• Director Qualifications
• Say on Pay

The webinar will be held next Thursday, December 10th, at 1pm ET (10:00 AM PT). Click here to register.