Trends in Director Compensation

A REVIEW OF COMPENSATION SURVEYS Historically, public company directors served without pay and with light workloads. Even after 1969, when Delaware law first authorized directors to set their own compensation, pay remained nominal. Directors generally kept a low profile, with a mandate often limited to advising or cheering on the chief executive. All that has […]

Trends in Director Compensation
Posted by Lawrence A. Cunningham and Carlos Juarez, Mayer Brown LLP, on Friday, January 26, 2024
Editor's Note:

Lawrence A. Cunningham is Special Counsel in Mayer Brown’s New York office, and Carlos Juarez is a Project Administrator at Mayer Brown LLP and J.D. Candidate at Villanova University Charles Widger School of Law. This post is based on their Mayer Brown memorandum.

A REVIEW OF COMPENSATION SURVEYS

Historically, public company directors served without pay and with light workloads. Even after 1969, when Delaware law first authorized directors to set their own compensation, pay remained nominal. Directors generally kept a low profile, with a mandate often limited to advising or cheering on the chief executive.

All that has changed—gradually for several decades and more rapidly in recent years. Today, serving as a public company director entails increased demands on directors, along with related liability risks.  Directors are expected to adhere to stringent independence standards; preside over both strategic direction and oversight of every possible risk; and be on call to respond to crises.

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