Outside directors of big banks are finding more stock in their compensation packages these days, a survey suggests.
Fifty-four percent of the banking companies that responded to the KMPG Peat Marwick survey paid stock or stock options as well as cash to their outside directors last year, up from 23% in 1993. The respondents were 50 of the 100 biggest regionals and superregionals.
The survey report, "Issues in Performance Compensation," found that directors who got stock as part of their compensation generally made more than those who got cash only. In the survey group, the averages were $67,050 and $45,825, respectively.
Newer bank board compensation formulas are starting to match those in industries outside of finance, consultants said.
"These trends started in the Fortune 500 companies and are spilling over into diversified financial services companies, banks, and insurers," said Rose Marie Orens, a partner in the compensation practice at KPMG.
The plans also more closely mirror pay for bank executives, which usually includes stock options as an incentive for better management practices, she said.
At New York-based Citicorp, which was a participant in the survey, each director got a $40,000 retainer last year. One-quarter of that was in the form of deferred common stock payable after retirement, according to the bank's February proxy statement.
Citicorp directors were also paid $950 for each board and committee meeting attended, according to the proxy statement.
Bank of Boston Corp. paid each of its outside directors a cash retainer of $17,500. In addition, every six months the bank granted common stock with a market value equal to 50% of the retainer, according to its March proxy statement.
Bank of Boston directors can defer the stock portion of their pay until retirement. They are also paid a $1,200 fee for each board meeting they attend and $1,000 for each committee meeting.
Nonfinancial companies of a similar size have similar pay schemes for their directors, the survey report said.
Eighty-five industrial companies with sales revenues of more than $10 billion responded to the survey. Seventy percent of them paid cash and stock to their directors. One-third of the compensation came in the form of stock or stock options, the survey found.
One hundred forty-eight respondents were industrial companies with revenues of $3 billion to $10 billion. Sixty-eight percent of these companies paid cash and stock to directors. Thirty percent of the pay was in stock or stock options.
On average, companies with more than $10 billion in revenues paid directors $57,200 in cash-only plans and $83,564 in cash and stock plans. The comparable figures for companies with revenues of $3 billion to $10 billion were $47,000 and $67,800.
Directors' paychecks were smaller at banks than elsewhere. But banks are slowly catching up, Ms. Orens said.
She added that the trend toward richer stock compensation plans is being pushed hard by institutional investors. "Banks had been very insulated from the pressures faced by boards of industrial companies," Ms. Orens said. "But it has become an important issue.
"Investors want to see that the board members and the management have significant ownership. And they want the compensation to have some risk."