2024 Director Compensation Report

FW Cook’s 2024 Director Compensation Report studies non-employee director compensation practices at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure.

At the median, year-over-year increases in total director compensation – observed to be meaningfully more muted than prior year trends – are as follows:

• The large-cap median remained roughly flat at $315,000
• The mid-cap median increased by 2.3% to $260,000
• The small-cap median increased by 5.7% to $210,000

This year’s study saw director compensation pay ranges continue to narrow, particularly for the mid- and large-cap segments, driven by a combination of companies making smaller and more periodic changes to director compensation programs, high payers minimizing the risk of being considered outliers by pausing or making smaller increases, and lower payers making larger increases to remain competitive in the face of high demand for qualified directors.