Our survey last year noted a wave of substantial pay cuts among non-executive directors as boards struggled with the disruption wreaked by the Covid-19 pandemic. This year though, we see the pandemic’s effects receding and recovery strengthening as boards learned how to plot a way through the crisis.
Remuneration information is gathered from the annual reports. In this section we primarily use the fees as stated in the annual report that would be paid to the individual board member if they had held the role for a full year. This is to ensure the calculations are consistent and accurate. We analyse the amount actually paid out, which varies due to board members taking on new responsibilities part way through the year. We have made it clear throughout what we are referring to.
There are a number of notable remuneration trends in this year’s Board Index. There are no longer any executive chairs, and so all twenty chairs are included in the calculations of averages. Among the NED cohort reviewed for this Board Index we have seen both the restoration of pay levels and a number of boards announcing pay increases. Some companies have indicated that they intend to boost board remuneration levels in 2022, but these were not in effect at our cut-off date. A number of companies in our sample had conducted market surveys with comparable companies in Ireland and internationally to inform these fee increases.
Chairs
Across the ISEQ 20, the majority of chairs received a single fee without any additional top-ups for extra duties such as chairing board sub-committees.
There are currently no executive chairs in the ISEQ 20 in the wake of Total Produce de-listing and the chair of Glenveagh transitioning to a non-executive chair role. These changes account for a significant fall in average remuneration received by chairs to €238,638, from €262,658.
The average chair fee as stated in the relevant companies’ annual reports was €268,625. This refers to the sum that would have been paid out had every chair served a full year at the set fee. The highest chair fee in our sample was €630,000, and the lowest is €100,000.
Senior independent directors
Every board in our sample had a senior independent director (SID) or vice-chair. For most, the SID received the basic non-executive director fee plus an additional fee for taking on SID responsibilities. 20% of ISEQ 20 companies paid no additional fee for taking up the SID role, in most cases paying a flat fee to all NEDs regardless of responsibilities.
Where additional SID fees were paid, they ranged between €8,000 and €60,000; the mean additional fee was €22,000, marking a slight decrease on the year. The average total fee for a SID in the ISEQ 20 was €95,550, up from €91,350 and underlining the post-pandemic trend of increasing pay for SIDs.
Non-executive directors
The average retainer fee paid to NEDs was €67,600, representing a very slight increase for the second year in a row. Most boards paid extra fees for additional responsibilities such as chairing committees, with all but two offering additional fees for chairing the audit and remuneration committees.