Joann S. Lublin

Median pay for chief executives of the biggest U.S. companies slipped 4.6% last year, but the link between annual compensation and shareholder returns remained weak.

Large U.S.

Director pay has received scant attention over the years as investors, regulators and the public have focused on soaring executive compensation. 

Shareholders like their corporate boards stocked with independent directors—men and women unencumbered by close ties to the company or its executives.

When Samuel J. Palmisano retires next month, he'll enjoy a generous goodbye present: The former International Business Machines Corp. chief will earn $20,000 for any day he spends four hours advising his longtime employer.