NON-EXECUTIVE directors for public companies in Jamaica took home over $1.2 billion for their roles on the boards in 2022 ­— a figure which is an all-time high for board compensation for entities listed on the Jamaica Stock Exchange (JSE).

Of the 45 firms identified on the Main Market with explicitly listed director’s fees, $1.01 billion was paid to the non-executive directors whose contributions were rewarded through fees and other forms of remuneration. If one excludes Trinidadian conglomerates Guardian Holdings Limited (GHL) and Massy Holdings Limited, this figure decreases to $635.64 million as the Trinidadian firms’ fees were originally quoted in Trinidad & Tobago dollars (TTD).

Once these outliers are removed, the average fees paid to a Main Market company director was $14.78 million in 2022. With respect to the overall JSE after excluding about 18 companies, the average amount paid to a director was $2.06 million last year.

GHL compensated its non-executive directors to the tune of TT$12.54 million or J$282.11 million across its group of companies. This was followed by Massy Holdings Limited, which paid TT$3.98 million or J$89.46 million to its non-executive directors. This compensation reflects the compensation for directors on the board of directors, participation on the sub-committee of the board and possible fees incurred in carrying out their duties.

With respect to Jamaican companies, Supreme Ventures Limited paid its nine non-executive directors $77.09 million which translated to an average $8.57 million per director in 2022. This figure doubles to $166.94 million when all subsidiaries across the group are included.

SVL is closely followed by Mayberry Investments Limited which paid directors’ fees of $56.34 million and $82.24 million in executive directors’ remuneration for its four executive directors. Mayberry does not break out how much is paid to its four executive versus its three non-executive directors. As a result, we can only give an average director fee of $8.04 million at Mayberry.

The other conglomerates such as JMMB Group Limited, Sagicor Group Jamaica Limited and GraceKennedy Limited paid their non-executive directors more than $29.60 million in 2022. However, some boards such as GK comprises only six non-executive directors with its chairman, Professor Gordon Shirley, receiving an estimated $6.65 million related to his role on the board and various sub-committees. This is contrast to Sagicor Group which paid $38.70 million with its chairman, Peter Melhado, receiving an estimated $10.69 million with $8.02 million solely as his annual retainer for being the chairman of the board.

Lead independent director of NCB Financial Group Limited Professor Alvin Wint received $3.78 million in 2022. His monthly board remuneration is likely to increase over the next three months while he chairs the board in the absence of Michael Lee-Chin.

The Main Market company with the lowest non-executive director fees was Eppley Limited which paid $400,000 to three directors. Some companies such as Kingston Properties Limited pay each non-executive director US$2,550 per quarter with no retainer or sub-committee fees. Other firms like Wigton Windfarm Limited pay Chairman Oliver Holmes $150,000 per board meeting and $75,000 for any other board meeting.

A non-executive director is a director of the company who is not involved in the day-to-day operations of the business with some fitting the criteria of being an independent director. They are compensated for their services to the company through their oversight and guidance given to the management team. Executive directors are not given additional compensation for attending board meetings of a company or its relevant subsidiaries.

Junior Market firms tend to pay a very reduced director fee in comparison to their Main Market counterparts with $154.35 million paid across 40 companies last year with the average at $3.86 million. The Lasco companies all had the highest non-executive director fees, which ranged from $13.50 million to $18.35 million. Lasco Financial Services Limited had the highest average non-executive director fee of $3.06 million among their six directors.

The older Junior Market firms, which have exceeded a decade, tend to be the businesses which paid their directors the best non-executive director fees. An example includes AMG Packaging & Paper Company Limited which paid $11.44 million to its seven non-executive directors in 2022 with Jamaican Teas Limited paying $5.49 million among four directors.

However, there is one role that can improve a non-executive director’s compensation with a Junior Market company which relates to the role of a company mentor. While the other three non-executive directors of Honey Bun (1982) Limited received $770,000 and less, Wayne Wray received $2.26 million in director fees with $1.53 million being attributable to his role as a mentor. Wray is a mentor to several other Junior Market firms with corporate executives such as Tania Waldron-Gooden and Jeffrey Hall being approved Junior Market mentors.

Most Junior Market firms compensate directors per meeting with the going rate for some being $50,000 or more per meeting. CAC 2000 Limited is an example of a company which pays a $550,000 per annum retainer to its directors with additional amounts paid to for the chairman and lead independent director.

With respect to four companies on the JSE US Market, Proven Group Limited had the best compensation of US$115,000 (J$17.37 million) among its eight non-executive directors, which gave it an average of $2.17 million. The average compensation among the firms was $11.18 million with the total amounting to $44.71 million.

While fees are one way in which non-executive directors are compensated, companies such as Pan Jamaica Group Limited, Jamaican Teas Limited, Lasco Distributors Limited and other entities have share option plans that give directors the opportunity to purchase shares in the company at a discounted price. Lasco Distributors directors James Rawle and John De Silva paid $2.70 each to acquire additional shares in the company which resulted in them owning 10 million and five million shares at the end of March 2023.

Pan Jamaica allows directors to take shares in lieu of director fees which was exercised several times last year. So, while a non-executive director could take home $1.7 million in cash for being on the board, they could also opt to receive Pan Jamaica shares.

Executive directors at many companies tend to be paid handsomely for their services especially at the largest Jamaican companies. One executive director received a salary of US$568,437 last year and a total compensation package of US$1.64 million in 2022, while one of the largest JSE companies principal executives shared $2.33 billion in salaries and other benefits plus $1.32 billion in share benefits.