Insights

Research Report

September 23, 2025

2025 Director Compensation Report

FW Cook’s 2025 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 trend in total director compensation remained modest:

Large-cap: 2.4% growth year-over-year (median of $324,000)
Mid-cap: flat year-over-year (median of $264,000)
Small-cap: 2.4% growth year-over-year (median of $220,000)

This year’s report also highlights how director pay growth has lagged relevant reference points over the last ten years, including growth in company size, executive pay trends, and expansion of the director role. In particular, large-cap companies have had the lowest ten-year growth in director pay despite the highest growth in market cap. As a result, market ranges are narrowing even as company sizes are stratifying. This gradually renders interquartile positioning less and less meaningful for evaluating director pay, which may lead boards to consider additional lenses such as absolute positioning, company size and complexity, and growth in the scope and demands of the director role.

eric-gravesEric Graves
Consultant

Eric Graves has been advising companies on compensation matters for over 10 years.  He specializes in complex and technical analyses, keeping track of key nuances and translating results into a clear story.  He has advised companies of all sizes, industries, and ownership structures, from large public companies to private and growth-stage companies.  Eric also authored the 2016 installment of FW Cook’s Director Compensation Report.

 

nico-bravermanNico Braverman
Consultant

Nico Braverman advises clients in all areas of executive and director compensation, including compensation reviews, short-and long-term incentive design, peer group development, corporate governance, navigating Say-on-Pay, and severance and change in control agreements. He has experience working with companies across industries of all sizes and stages of development, ranging from private to mature public companies.

serdar-sikcaSerdar Sikca
Principal

Serdar Sikca has over 15 years of experience advising clients on all aspects of executive compensation strategy and design, corporate governance, and shareholder & proxy advisor relations.  His consulting experience spans Compensation Committees and executive leadership teams of Fortune 100 enterprises to small- and mid-sized organizations.

 

steven-l-crossSteven Cross
Managing Director & Head of Houston Office

Steve Cross has over 25 years experience serving as the outside advisor to the board of directors and executive management in the design and ongoing administration of executive compensation programs.  His experience covers all aspects of compensation advisory services including compensation strategy development, incentive plan design, pay-for-performance assessments, and assistance with compensation committee governance issues.

 

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2026 Director Compensation Report
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Halfway through 2021 Say-on-Pay Voting, S&P 500 Failures Approach All-Time High
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February 22, 2021
ISS ESG Releases Updates to Governance “QualityScore” Model
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2026 Director Compensation Report
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Equity Determination Amidst Stock Price Volatility: Analysis of Recent Technology IPOs
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August 10, 2026
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Weighing Director Pay Deferral Programs
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October 5, 2020
Lessons Learned from Early Filers: Insights into Incentive Compensation Decisions in the COVID-19 Environment
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June 25, 2020
Compensation and the COVID-19 Crisis
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September 23, 2025
2025 Director Compensation Report
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July 2, 2025
Texas Enacts New Law Regulating Proxy Advisory Firms Advising Shareholders of Texas Companies
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April 6, 2018
Considering the Investor Perspective in Shareholder Engagement Efforts
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February 23, 2018
Shareholder Outreach and the Evolving Role of Investor Stewardship
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December 21, 2017
Driving Capital Efficiency within the E&P Industry
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