Inside the Boardroom: Highest-paid directors

The Mosaic Co., the chemical company that relocated its headquarters to Tampa in October, set a new benchmark for corporate board of directors at local public companies.

The 13 directors who served on the Mosaic (NYSE: MOS) board during 2019 earned a combined $2.7 million compensation in cash and stock for their service last year. That’s the largest amount of total compensation for any public company board in the Tampa-St. Petersburg area.

Gregory Ebel, the independent chairman of the Mosaic board, was the highest-paid director on any local company’s board, collecting $449,361 in cash and stock awards.

Close behind was Timothy Main, chairman of Jabil (NYSE: JBL), a manufacturing services company in St. Petersburg, with $422,808 in cash and stock compensation for fiscal 2019.

Board compensation is one of several issues under the microscope this week in the St. Pete Catalyst’s series of Inside the Boardroom reports, looking at pay practices at the largest publicly traded companies headquartered in the Tampa-St. Petersburg area. We also included Publix Super Markets, which files financial information publicly although its stock is owned only by employees and directors. We did not include the largest local public company, Tech Data (Nasdaq: TECD), which had not filed proxy information for the most recent fiscal year as of May 11. Tech Data, a Clearwater-based IT distributor, is expected to become a privately held company when it is acquired by funds managed by Apollo Global Management, likely by the end of June.

Boards of directors rarely grab headlines. They usually allow CEOs to be the public face of their companies. But CEOs report to the directors, who are elected to look out for the best interest of shareholders.

Similarly, director compensation historically has not gotten as much attention as CEO pay, but that’s changing, according to executive compensation advisor Equilar. Director pay is now attracting more scrutiny than ever before, and companies increasingly will have to provide as much insight into how they pay directors as they do in how they pay top executives, Equilar said in a March 11 report.

In their 2020 proxy statements, Mosaic and St. Petersburg-based Raymond James Financial (NYSE: RJF) each provided more disclosure than most local companies do about who evaluates director pay and the guidelines that are followed.

At Raymond James, the corporate governance, nominating and compensation committee takes into account the time and effort required of directors. The committee also works to align directors’ interests with those of shareholders, while avoiding excessive compensation, which could impair director independence.

In contrast, most companies simply describe the breakdown of cash and stock awarded to directors, not the process they followed in determining those awards.

Board members typically are paid with a combination of cash and stock. In addition to a base retainer that all board members receive, directors get extra compensation for chairing committees or the entire board.

Here are the top 10 directors at local public companies ranked by total compensation in 2019.

Here is a list of the highest-paid director at each of the public companies headquartered in the Tampa-St. Petersburg area that is traded on a major exchange and has a market capitalization topping $100 million.

Note: Apyx Medical has not yet filed a proxy for 2020 and has not disclosed director compensation.

Board diversity is another issue coming under increased shareholder scrutiny. More about that in tomorrow’s report.