The 31st edition of this venerable publication continues the tradition of examining the latest data in board composition, board practices and director compensation among S&P 500 companies. This year's study places a particular focus on the growing interest by institutional investors in board composition and performance, highlighting trends in new director recruitment, independent board leadership, tenure and term limits, mandatory retirement, board evaluations and shareholder engagement.
Download the PDF now >
Among the notable takeaways from this year’s proxy analysis:
- A decline in board turnover: We saw a small decline in the number of new independent directors elected to S&P 500 boards during the 2016 proxy year, from 376 in 2015 to 345 in 2016.
- More first-time directors: Nearly one-third (32%) of the new independent directors on S&P 500 boards are serving on their first outside corporate board, compared to 26% in 2015.
- An increase in new female independent directors: Women account for 32% of new independent directors, the highest rate of female representation since 1998 when we began tracking this data for the S&P 500. Last year, 31% of new directors were female.
- Investors growing as a source of new directors: With the rise of shareholder activism, we’ve also seen an increase in investors and investment managers on boards. This year, 12% of new independent directors are investors, compared with 4% in 2011 and 6% in 2006. This is the largest percentage of investors since we began tracking this data in 2001.
- Fewer CEOs serve on outside boards: Only 43% of S&P 500 CEOs serve on one or more outside corporate boards in addition to their own board. In 2006, 55% of CEOs served on at least one outside board.
- Increased compensation for board members: The average director compensation rose 3% to $285,065.