EY’s “Corporate Governance By the Numbers” for 2023

Fortune 100 boards now meet an average of 8 times per year, according to the EY Center for Board Matters’ corporate governance database. The tool collects and analyzes governance data for more than 1,700 public companies across multiple indices including the Fortune 100, S&P 500, S&P MidCap 400, S&P SmallCap 600 and S&P 1500.

Key findings include:

• Board Composition. The average age of board members is 63 years old, with average tenure of 8-9 years and about 33& gender diverse. Average board size is about 12 members (11 for the S&P 500).
  
  
• Board Leadership. The Fortune 100 continues to hover at a 50-50 split when it comes to independent board chairs – meanwhile, about 61% of the S&P 500 has split the CEO and board chair roles. Smaller companies are even more likely to have a split role.
  
  
• Board Elections. About 83% of the Fortune 100 now has proxy access and 93% have annual director elections. As of March 31, only 2.5% of directors received less than 80% support.

The EY report also includes statistics on director pay by index, finding that average pay for Fortune 100 directors is $342, 687 while average pay for the S&P 1500 is $260,215. A recent FW Cook study on director pay found that large-cap companies continue to prioritize equity compensation, with an average split of 64% equity and 36% cash.