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Director Pay Up 12%, Topping $200,000 at Largest U.S. Companies
Pearl Meyer & Partners Study Finds Major Growth in Committee Pay

NEW YORK, September 27, 2006—Median annual compensation for Directors of major U.S. companies surged 12% to $204,000, marking the third year of double-digit growth in Board pay, according to a new report from compensation consultancy Pearl Meyer & Partners. The findings are based on 2006 public filings by the 200 largest U.S. industrial and services companies and were announced at the Conference Board’s 12th annual Pay at the Top conference on executive and Board compensation.

Director pay now tops $100,000 at all but six of the major companies studied and exceeds $400,000 at nine companies.

“Director pay will continue to grow, in tandem with Boards’ more public and activist role in corporate oversight,” said Joseph Rich, President of Pearl Meyer & Partners. “The structure of pay is also changing, as Boards parallel a trend in executive pay programs by shifting more of their own equity-based compensation from stock options into full-value grants.”

Committee Pay Practices
The PM&P study found that median pay for service on the Compensation Committee was up nearly 18% to $6,000, this year, while median pay for Audit Committee member service was up 9% to $10,900.

Rich predicts a period of even greater growth may be on the horizon. "The SEC’s new disclosure rules entail much greater compliance responsibilities for Compensation Committees, similar to the impact that Sarbanes-Oxley had on the Audit Committee function,” Rich said. “Boards that have not yet enhanced pay for Compensation Committee members are likely to do so in 2007."

Change in Equity Practices
The average value of equity provided to Directors rose by nearly 10%, with a continuing and pronounced shift in the type of vehicles used. Continuing concerns about stock option use contributed to a fourth straight decline in the average value of option grants to Directors, down nearly 9% to approximately $39,000. In contrast, full value stock grants soared in value by more than 21% on average, to more than $82,000.

The study found a 20% increase to $60,000 in the median value of Board retainers. All but three of the companies surveyed provide a Board retainer, with 12 companies paying retainers of $100,000 or more. Median Board meeting fees were unchanged at $7,000.

About the survey
Pearl Meyer & Partners’ survey group is composed of the 200 largest public U.S. industrial and services companies, excluding mutual companies and companies with dominant insider ownership. Survey results are based on a composite director profile, with data drawn from proxy statements and annual reports for fiscal years ending between February 1, 2005 and January 31, 2006. A full copy of the PM&P 2006 Director Compensation Study will be available later this fall on the firm’s website, www.pearlmeyer.com .

About Pearl Meyer & Partners
Since 1989, Pearl Meyer & Partners has provided comprehensive solutions to Boards and their senior management in the areas of compensation governance, strategy and program design. Companies ranging from the Fortune 500 to not-for-profits and emerging high-growth organizations rely on PM&P for programs that align rewards with long-term business goals to create value for all stakeholders. Pearl Meyer & Partners is headquartered in New York and has offices in Atlanta, Boston, Charlotte, Chicago, Houston and Los Angeles. Pearl Meyer & Partners is the compensation consulting practice of Clark Consulting (NYSE: CLK).

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