2026 Director Compensation Report

FW Cook’s 2026 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 are as follows:

• Large-cap: 1.9% growth year-over-year (median of $330,000)
• Mid-cap: 5.5% growth year-over-year (median of $278,000)
• Small-cap: 4.3% growth year-over-year (median of $229,000)

Key observations from this year’s study include the following:

• Pay increases are slowing/moderating, with total compensation interquartile ranges continuing to compress.
• Company size remains a stronger pay differentiator than industry (spread of approximately $100,000 across size medians vs. $40,000 across sector medians).
• Core designs have changed little: equity remains approximately 60% of total pay, full-value awards are nearly universal, and 96% of companies use immediate or one-year vesting.
• Technology remains the clearest sector outlier, with the highest total compensation and largest weighting to equity compensation.
• Incremental committee retainers (both members and chairs) have shown little movement for several years.
• Ownership guidelines and annual compensation limits are standard; retention requirements remain less prevalent.

This report was also published in:

• Compensation Standards’, “The Advisors Blog”, on August 13, 2026. Download the article here.
• Harvard Law School Forum on Corporate Governance on August 19, 2026. Read the article here.