At New York-based News Corp., Joel Klein received $4.5 million in cash and stock for his duties as an executive vice president and as CEO of the education unit. Arthur Siskind was awarded $5.2 million, including cash and stock awards, for his job as a senior adviser to CEO and Chairman Rupert Murdoch. Neither Klein nor Siskind got any additional pay for being a director. Nathaniel Brown, a spokesman, said the company had no comment beyond its proxy statement on the pay.

Skew Decisions

Even when the pay is for activities outside the boardroom, the concern is that the compensation will influence votes around the table, said Lapides, who is on the board of Sun Communities Inc., where he was paid $143,601 last year. Directors with ties to the company can skew decisions in favor of the management, who is already represented on the board by the chief executive, he said.

“When you have more than two conflicted people, it’s amazing how the discussion of those three can bias the discussion of everyone else,” Lapides said.

At boards such as Salesforce.com Inc., with average compensation of $690,053, Oracle Corp., with $615,866, and Occidental Petroleum Corp., with $540,047, most directors were well-paid compared to peers, according to the proxy data.

Stock Grants

Biotech company Celgene Corp., whose stock was among the top 15 performers in the S&P 500 this year, ranked No. 10 in board compensation in 2012, up from 38 the previous year, in part because of the rising value of stock grants. Brian Gill, a spokesman for Summit, New Jersey-based Celgene, declined to comment beyond regulatory filings.

Jane Hynes, a spokeswoman for San Francisco-based Salesforce.com, Deborah Hellinger, an Oracle spokeswoman, and Melissa Schoeb, a spokeswoman at Los Angeles-based Occidental, had no comment.

Eaton Corp. was among the top 10 for the first time because of more than $5 million to repay directors for taxes they owed related to unvested shares held at the time of the acquisition of Cooper Industries Plc. The structure of the 2012 deal resulted in taxes for some directors and the Dublin-based manufacturer opted to reimburse the costs, according to the proxy. Scott Schroder, a spokesman, said that without those payments, director pay was in line with industry averages.

Paying Taxes