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Board Member Pay Rises for Middle Market Companies

December 16, 2019

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BDO USA, LLP has released The BDO 600: 2019 Study of Board Compensation Practices of Mid-Market Public Companies. The study examined the compensation practices of 600 midmarket publicly traded companies. The industries represented included energy, healthcare, manufacturing, real estate, retail, and technology companies with annual revenues between $100 million and $3 billion along with banking financial services and nonbanking financial services with assets between $100 million and $6 billion.

Tom Ziemba, a managing director in the Compensation Consulting practice at BDO, observed,  “Companies are responding to pressures about board pay from investors and other stakeholders,” said  “We’re starting to see a shift away from committee retainers and fees to help simplify board pay. Criticism of stock options have pushed more companies toward using performance-based pay; but it too has recently come under fire.”

In summary, the study showed that pay for board directors at the 600 mid-market companies reviewed, increased by 3 percent from 2017 to 2018. This included a 4 percent increase in board retainers and fees and a continuing trend toward awarding full-value stock awards, which also increased by 4 percent. On the decline was the use of stock options, which fell by 12 percent and a decline in the use of committee retainers and fees which dropped by 6 percent.

Fiscal Year Board Retainers & Fees Committee Retainers & Fees Total Equity Pay Total Compensation
2018 $70,925 $7,950 $91,435 $170,310
2017 $67,924 $8,459 $89,226 $165,609
% Change 4% -6% 2% 3%


Board Member Pay Typically Reflects Company Size

Board members of the largest companies participating in the study received the highest pay. They also saw a 3 percent gain in pay, which was the highest percentage of increase.

Smaller companies saw board pay remain flat and across companies of all sizes, pay mix typically included stock awards.


Other Noteworthy Findings

  • Median total board fee paid across all companies in the study was $1.3 million.
  • A board chairperson is typically paid approximately 30 percent more than a regular director. On average, a lead director is paid about 10 percent more than a regular director.
  • Fifty-three percent of the companies have a non-employee chairperson.
  • Term-limit data was disclosed by 59 percent of companies; among those providing disclosures, only 3 percent reported having term limits. The average term limit was 13.5 years.
  • Almost two-thirds of companies have director stock ownership guidelines.


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BDO is the brand name for, a U.S. professional services firm providing assurance, tax, and advisory services to a wide range of publicly traded and privately held companies. For more than 100 years, BDO has provided quality service through the active involvement of experienced and committed professionals. The firm serves clients through more than 60 offices and over 700 independent alliance firm locations nationwide. As an independent Member Firm of BDO International Limited, BDO serves multi-national clients through a global network of more than 80,000 people working out of 1,600 offices across 162 countries.

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. For more information please visit:

Fulcrum Partners is an Independent Member of the BDO Alliance USA.

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