NACD Director Compensation Report

NACD 2020 - 2021 Director Compensation Report

"The National Association of Corporate Directors (NACD) is proud to present the 22nd annual analysis of nonemployee director compensation, produced in collaboration with leading compensation consultancy, Pearl Meyer. The report provides a comprehensive perspective on director-pay practices across a wide range of industries and company sizes. The study is based on 1,400 companies across 24 industries that had filed a proxy statement or any other US Securities and Exchange Commission (SEC) filing containing director-compensation information for the fiscal year ending between February 1, 2019, and January 31, 2020. Each analyzed company was assigned to one of 24 industries according to their industry classification within Standard & Poor’s Global Industry Classification Standard (GICS). Data for the report is provided by Main Data Group. Year-over-year comparisons are made with respect to the 2019–2020 Director Compensation Report. We have attempted to maintain a consistent sample of companies to facilitate identification of changes in director compensation as compared to the prior year; however, we have made minor changes to the list of companies analyzed to ensure sufficient industry coverage. This provides an equivalent number of companies in each size category, while also accounting for organizational size and growth. Companies are assigned to one of five size categories based on their annual revenues. A complete list of companies included in this year’s analysis can be found at the end of this report. Lists of NACD’s Five Principles for Nonemployee Director Pay and the associated Leading Practices for Nonemployee Director Compensation are provided on page 5. Commentary on nonemployee director compensation trends is included throughout the report. Ryan Hourihan, principal at Pearl Meyer, is the primary author of this report, managing the research, trends analysis, and content development. In the development of this report, Joe Tripolitakis, Alishan Badarpura, Veronica Glowacki, Stephen Moeller, Anne Nguyen, and Davis Steinbrecher collectively managed the analytical requirements." 

Perspectives on Resilient Leadership from Asia-Pacific Board Chairs

Perspectives on Resilient Leadership from Asia-Pacific Board Chairs 

"The COVID-19 pandemic is an extraordinary blackswan event that has required companies to accomplish amazing feats in order to keep shelves full, call centers staffed, and employees, partners, and customers safe. The ability of management teams to make quick decisions with the confidence and backing of their boards of directors and chairpersons has been critical in enabling companies to adapt—a key lesson as the pandemic goes on. Because disruptions and crises will continue to occur, possibly even more frequently and dramatically than before, boards and chairs will play a crucial role in ensuring that organizations remain resilient. We talked to 17 leading board chairs across Asia-Pacific (APAC) to understand what they have learned so far from the COVID-19 pandemic and to identify their top-of-mind concerns for the coming recovery."

Spotlight on Boards and Board Oversight of Business Strategy and Risk Management in a Post-Pandemic World

Spotlight on Boards and Board Oversight of Business Strategy and Risk Management in a Post-Pandemic World

by: Martin Lipton, Steven A. Rosenblum, Adam O. Emmerich, William Savitt & Karessa L. Cain


Nominating & Governance Committee Charter

Nominating and Governance Committee Charter
Guidance and Examples

"Nominating and governance committees operate more effectively with charters that explicitly outline their purpose and procedures. This brief, a part of the NACD Governance Toolkit Series, offers guidance and sample language to help committee members formulate, approve, and update their charters. Examples are drawn not only from New York Stock Exchange (NYSE) companies required to have committee charters but also from Nasdaq companies, plus one example from a company that trades in an over-thecounter (OTC) market."