The Advisors' Blog

FW Cook recently released its latest director compensation report, which examined non-employee director pay and design at 300 U.S. public companies across industries and market caps in 2026. As shared in the announcement, they found that:

– 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

These reports are always helpful for benchmarking, so check out the detailed data in the full report for more if you’re looking to compare any of your practices. For example, the report shares:

– The average mix across the sample is 38% cash and 62% equity, similar to recent years.
– Across the sample, 90% of companies use a retainer-only structure for board cash compensation (aligned with last year).
– Additional pay for committee members is provided at 60% of the total sample, including 52% that use committee member retainers and 8% that use committee meeting fees (3% use both). About half of companies using committee meeting fees only provide them for meetings over a specific threshold.
– Across the sample, 92% of companies have director stock ownership guidelines (up from 90% last year), and 38% have stock retention requirements (usually alongside ownership guidelines). The most common guideline is to hold 5x the annual cash retainer within five years.

On stock ownership guidelines, they found that retention requirements varied a bit for large-cap companies:

The most common retention requirement is to hold some or all net after-tax shares until the ownership guideline is satisfied (66% of retention requirements), though large-cap companies also commonly require holding until retirement (46% of large-cap retention requirements), often by granting awards with built-in mandatory deferral (e.g., deferred stock units, or “DSUs”).

– Meredith Ervine