Board member compensation has increased, but is that good for investors?

While the pay checks of CEOs often gets reported, others who are crucial to good governance at publicly listed companies may often see less obvious scrutiny.

But a new analysis of compensation paid to corporate directors of more than 1,400 companies across 24 industries reveals that increases align with governance standards and shareholder expectations.  

The National Association of Corporate Directors found that median total direct compensation for board members in 2024 was up 3% year-over-year, while firms with revenues of $50M-$500M were most generous in percentage terms at 10%.

The median TDC paid across all firms included in the report was $242,094 and ranged from $164,773 at the lower end to $323,375 for Top 200 companies such as The Walt Disney Company, which is chaired by former Morgan Stanley executive chairman James Gorman as of the start of 2025.

Equities played a larger role in compensation with a 60/40 ratio of equities to cash, generally full-value shares but also including stock options.

"Directors today operate in a complex and fast-paced environment that requires agility and adaptability. The commitment needed for board membership has increased significantly due to oversight of emerging risks related to economic uncertainty, along with oversight in areas of human capital, technology and cybersecurity," said Peter Gleason, NACD president and CEO.

Transparency around board members’ compensation is important to investors with this key layer of corporate governance seeing greater scrutiny.

"It's important for boards to understand how they compare to market practice to ensure their programs are competitive and capable of attracting the caliber of director expected by shareholders," said Ryan Hourihan, managing director at Pearl Meyer and lead author of the Director Compensation Report.

The percentage of companies delivering retainers to their audit, compensation, and nominating/governance committees also increased steadily, ranging from 76 to 88 percent in 2014, and from 87 to 91 percent today.