Corporate directors are coping not only with increased regulation but with an increase in shareholder activism, he says. "Sure, they have to comply with Sarbanes-Oxley and Dodd-Frank, but I think we've seen shareholders be more willing to challenge companies and directors in the last few years."

Meanwhile, the composition of director pay is changing, as board meeting and committee meeting fees give pay to annual retainers and stock options continue to lose ground.

Just 31% of companies paid board meeting fees in 2011, down from 35% in 2010, and only 35% of companies paid directors to attend audit or compensation committee meetings. Becker notes that showing up at meetings is just a "minimum expectation" of the job. Eliminating fees for board meetings also does away with worrying about whether to classify a certain discussion as a meeting. "They're getting a retainer and if you want to have 10 board meetings or 20 board meetings, it's not going to matter."

Whether a company pays fees for committee meetings has more to do with each company's circumstances. "If a board has certain committees that really do work much harder than other committees, and the board is a larger board where they have different people sitting on each committee, those types of companies tend to retain the meeting fees," Becker says. He also notes that eliminating committee fees is a trend that started at the biggest companies. "At midsize companies, we still see a lot of companies using committee meeting fees."

When it comes to company stock, just 17% of the companies surveyed used stock options for director compensation in 2011, down from 23% in 2010. Almost three-quarters (73%) of companies granted restricted stock and restricted stock units, up from 71% in 2010.

The move away from stock options is a longstanding trend in both director and management compensation. "Five, 10 years ago stock options would have been the No. 1 vehicle being used on director compensation and we've really seen a steady decline in their use," Becker says, citing accounting issues as well as the perception that stock options are a "risky incentive vehicle."

He notes that director compensation is markedly different from executive pay. "Management compensation is all about pay for performance, so when you see changes in management compensation, hopefully it is tied to how well the company has performed and how large the company is. Director compensation, the focus is on a minimum level of compensation for the responsibilities these folks have."

The lack of variation in pay has implications when companies are recruiting new directors, Becker adds. "It's going to be hard for companies to differentiate themselves on compensation alone. It is all about the reputation the company has and does this director want to align themselves with the reputation and values of the company. That's what the decision is going to be about."

For more on the Hay Group survey.

For some recent reports on directors' encounters with activist shareholders, see Walmart Faces Angry Investors, Citi Shareholders Reject Pay Plan, and Sealy Directors Lose 30% of Votes. For a look at board members and gender, see Firms with Women Directors Do Better.