Aug. 28--The board of directors that oversees Orlando-based Darden Restaurants gave themselves a hefty raise last year, increasing their yearly cash retainer from $15,000 to $60,000.

Combined with stock awards and the value of all the free meals they get, the company's 10 directors earned between $140,297 and $228,674. The latest example of corporate excess? More like the new corporate norm.

The days of directors flying in for a quarterly meeting, eating a boardroom lunch and jetting off again are over in this era of revelations about a $1 million office makeover at Merrill Lynch, a $6,000 shower curtain at Tyco and -- the mother of poor board oversight -- the Enron accounting debacle.

Now more than ever, directors are trying to shed their image as mere ornaments of corporate governance to become the checks and balances they were intended to be on top executives.

More Fortune 500 companies -- Darden being one of the latest -- are changing the way they pay directors.

"Being a director is more of a 24-7 job than it used to be," said Ralph Ward, publisher of Boardroom Insider. "It used to be most of your involvement was showing up once every couple of months for a day of meetings."

Darden's board voted to change its pay structure in December 2007, after a consultant reviewed its compensation in comparison with other companies such as Starbucks, McDonald's and Burger King.

The result was that $1,000 fees for attending regular board meetings and the award of stock options ended last year.

Instead the retainer was increased and more focus was put on committee meetings, where much of the real work is done, with fees for those meetings increasing from $700 to $2,000.

The annual stock award valued at about $100,000 and the additional $10,000 payments for the chairmen of the audit and compensation committees and $5,000 payment to the chairmen of other committees remained the same.

Darden's directors, who include former U.S. Sen. Connie Mack, former Hughes Supply Chairman David Hughes, a Texas A&M business professor and an executive at Sara Lee among others, also dine for free at any of the company's restaurants. At least one spent as much as $3,300 doing so last year, according to the company's filings.

Darden's changes appear to follow a larger trend in which boards are moving toward pay that is more fixed, almost like a salary, and tied to the long-term value of the company through stock awards rather than options, which are often cashed in after just a year or two.

Higher fixed fees such as those implemented by Darden are gaining in popularity. Tying a director's pay only to the company's performance is not always a good idea because directors should act as watchdogs, ferreting out potential problems, rather than focusing only on hitting certain number targets each quarter.

The expectations -- and pay -- for board directors has soared in recent years. One study by pay consultant Steven Hall & Partners shows average director pay has grown by 39 percent since 2003 among Fortune 200 companies. That is more than double the amount of growth of CEO compensation during that time.

The study also shows that board pay may be beginning to level off, dropping 2.4 percent in 2008 most likely because stock prices have declined.

But scrutiny by shareholders will continue to remain at an all-time high.

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