Compensation
Board compensation benchmarks
Published figures from public sources we verified, plus an optional in-app peer benchmark for boards that opt in. Most nonprofit directors are unpaid volunteers. This page is educational — not a compensation opinion or legal advice.
Guide: how to set board compensation
Verified public figures
Spencer Stuart U.S. Board Index 2025 — average total non-employee director compensation (S&P 500, excl. independent-chair fees)
$336,352 average total (up 3% YoY); mix ≈59% stock awards, ≈36% cash
Proxy year analysis of S&P 500 boards. Independent chair average additional compensation ≈$172,867; lead/presiding director ≈$51,011.
Spencer Stuart U.S. Board Index 2025 — median annual cash retainer (S&P 500)
$110,000 median annual retainer (cash, not including equity beyond retainer); average retainer $146,605
Only 2% of S&P 500 boards still pay a board meeting fee. Source PDF table: Non-employee director compensation.
Compensation Advisory Partners / Private Company Director 2025 survey — private company median cash retainer
$38,800 median annual cash retainer (77% of respondents pay a retainer); $2,500 median per-meeting fee where used; 37% offer long-term incentives (median award value $50,000)
633 certified respondents (April 2025). 90% provide some form of director compensation. Average pay to one director $50,000 (median of reporting companies' averages).
CAP / Private Company Director 2024 survey — prior-year private company median cash retainer
$32,000 median cash retainer (2024)
Cited for year-over-year context with the 2025 CAP summary.
BoardSource — nonprofit board member compensation guidance
Most U.S. nonprofits use volunteer (unpaid) board members; compensation is legally permissible under conditions but uncommon
BoardSource does not publish a free public percentage in this resource. We do not invent one. When nonprofits do pay, IRS Form 990 Part VII disclosure and 'reasonable compensation' rules apply.
IRS Form 990 instructions — Part VII compensation of officers, directors, trustees
Exempt organizations must report compensation of current and former directors/trustees on Form 990 Part VII when thresholds apply; volunteer/unpaid service is generally not reportable as compensation
Educational pointer only — not tax advice. Prepared does not file Form 990.
SEC proxy statement director compensation tables (Item 402)
Public companies disclose non-employee director compensation in annual proxy statements (DEF 14A)
Spencer Stuart and NACD/Pearl Meyer aggregates are built from these filings. Individual company figures belong in that company's proxy — we do not invent them.
NACD / Pearl Meyer 2025–2026 Director Compensation Report
Covers ~1,400 public companies across 24 industries (member / paid summary)
Full statistics are behind NACD membership or Pearl Meyer purchase. We cite the existence and scope of the report, not unpaid member-only numbers we cannot verify.
Methodology
- Only figures with a year and a public URL we fetched or opened are published as numbers.
- Member-only or paywalled statistics are named (scope + year) but not quoted as unpaid figures.
- Most nonprofit directors are unpaid volunteers (BoardSource). We do not invent a percentage.
- Startup / early venture board pay is highly variable (often equity-heavy); we describe practices without inventing a median we cannot cite from a primary survey page.
- In-app peer aggregates (boards that opt in) reuse the same cohort threshold as process peer benchmarks: nothing numeric until at least 10 non-demo opted-in boards in the cohort.
- Prepared never ranks people, never invents recruiter or candidate pay, and never claims these figures are legal advice or a compensation opinion.
Opt-in peer aggregates (2026)
Boards that opt in can report retainer / meeting fees / equity notes by board type and size. Aggregates show nothing numeric until at least 10 non-demo boards are in the cohort (same threshold as process peer benchmarks). Demo boards never count.
Cohort: All board types · All sizes · 2026
Not enough opted-in boards yet (need N≥10 non-demo boards per cohort). (currently 0)
Report your board (signed-in chairs)
Prepared Board does not invent compensation figures, recruiter fees, or candidate pay. Individual company numbers belong in that company's SEC proxy or Form 990 — we cite aggregates with links, not invented peers.