2022–2023 Director Compensation Report

2022–2023 Director Compensation Report

The State of Director Compensation

Compensation of nonemployee directors is a critical element in the overall governance of any company. Well-designed compensation not only helps to align the interests of shareholders and directors but also provides value to directors for value received. The 2022–2023 Director Compensation Report, produced in collaboration with Pearl Meyer, offers insights into compensation trends and changes based on data from 1,400 public companies in 24 industries.

Key Findings

  • Year over year, there was a modest increase in director pay.

  • Gender diversity is increasing, with the percent of all firms that had at least two or three female directors in 2022 increasing by 7 percentage points from last year.

  • Median board-pay mix remains consistent across all size groups, with each size category using a similar combination of cash and equity pay elements.

About NACD's Director Compensation Report

NACD works with Pearl Meyer annually to report on nonemployee director compensation. Together, we analyze proxy statements, US Securities and Exchange Commission filings, and other data to deliver insights into the state of board compensation for public companies from a wide range of industries.

A related publication, 2022–2023 Director Compensation Report: Summary Statistics, is available from Pearl Meyer and provides additional data on director compensation by industry and company size. For further information or compensation consultation, please contact Pearl Meyer by emailing nacddirectorpay@pearlmeyer.com.