Canadian Directors’ Compensation Practices: 21st Edition

This report provides benchmark data on the level and type of compensation of directors at publicly traded Canadian companies, and it reviews typical board composition and compensation practices.

Board composition continues to move in the right direction in terms of independence of directors: over three-quarters of directors in the sample are independent. However, board diversity is increasing at a very slow pace. Although there are more women on publicly traded companies’ boards than ever before, this number has only grown by 3 per cent since 2012.

Director compensation levels continue to increase, from an average of $128,851 in 2012 to $136,506 in 2014. Annual retainers and share-based awards have both increased since 2012, while meeting fees have remained relatively stable. Seventy-three per cent of organizations compensate their directors for committee service, and a majority also compensates board chairs for their leadership roles. Compensation for directors varies considerably by role, industry, and size of organization.

Recent regulations put in place regarding disclosure of diversity and board refresh practices have affected the governance landscape, and the increased visibility and complexity of director roles is reflected in director compensation.