18-276 18-276 . . . Director Incentive Compensation Plan under which eligible directors are granted automatic, nondiscretionary annual awards of 100 shares of common stock to each eligible director at no cost to director upon election or re-election by stockholders. The Board may amend award formula to no greater than 500 shares per year per director
Delaware Director Incentive Compensation Plan
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FAQ
Of the private companies surveyed, 45 percent compensate directors through cash retainers only, while another 27 percent use both retainers and meeting fees. The median amount of the cash retainer is $30,000 for 2022, an increase from $28,000 in 2020.
Directors are typically paid a cash retainer in addition to their annual board retainer for their service on a committee. Leadership retainers may be provided to committee chairs and tend to be twice the size of the committee membership retainer.
Here are highlights from the report. The average total compensation for S&P 500 directors is $321,220 (excluding compensation for the independent chair), representing an increase of around 2% from $316,091 in 2022.
Yes, in most cases, but they usually receive compensation as per diem payments, stock options, or reimbursement for expenses incurred while performing their duties, not a salary.
The Duty of Loyalty A director must refrain from self-dealing and place the interests of the corporation and its stockholders ahead of her own.
Nearly 90% of private companies provide some form of compensation to eligible directors, and most choose to pay board members annual retainers. The median annual retainer is $30,000, and the median per-meeting fee is $2,000. The sizes of the annual retainer and meeting fees grow with company size (See Charts 6 and 7).
The board's consideration of the compensation of individual directors is often broken into two parts and conducted at different times. This allows one group of directors to approve the compensation of the others, with analysis and documentation, and then the parties' roles reverse at another fixed date in the future.
It has historically been common for board members to be compensated through an annual cash retainer, annual equity retainer (whether in stock options or full value grants), and a variety of committee and meeting fees.