Outside Director Compensation — 2010

This report presents an analysis of the compensation programs for outside directors at 708 public companies representing four major industry sectors. All of the data was gathered from public documents filed between January 1, 2009 and December 31, 2009.

This analysis includes a review of the following areas of compensation:

• Annual board retainer;
• Board meeting fees;
• Committee fees (including retainers and chairman fees);
• Equity compensation;
• Net total compensation; and
• Program prevalence.

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2010 Analysis of Outside Director Compensation