Private company director pay remained flat in 2026, despite increased director workloads and continued competition for board talent. According to the “2026 Private Company Board Compensation and Governance Survey,” median total compensation for a single director held steady at $50,000, while two elements of compensation — annual retainers for committee chairs and for committee members — each increased by double digits. The private company board pay survey, now in its seventh iteration, is published by Private Company Director and Compensation Advisory Partners (CAP).
After flat committee pay in recent years, the median committee chair retainer rose 28% to $7,650 in 2026, while the median committee member retainer rose 14% to $5,700. The increases in committee pay and the continued emphasis on annual board retainers over meeting fees indicate that private companies continue to migrate toward public company director pay practices. However, some private companies continue to report novel compensation practices.
The 2026 survey includes a large dataset of 579 respondents and provides an up-to-date analysis of director pay levels and practices. Of the survey respondents, 59% represent family-owned or -controlled companies. Another 14% of respondents represent closely held companies, 12% represent companies owned by employee stock ownership plans (ESOPs) and 11% represent companies with private equity sponsors. The survey respondents span diverse industries and a broad range of revenue sizes, as shown in the chart below. While the survey has robust response rates across the revenue bands, the median revenue for the sample approximates $100 million.
Cash Compensation Levels and Practices
Of the survey respondents, 90% provide compensation to directors. The most common forms of compensation and the associated prevalence among survey respondents are:
- Annual cash retainers (76%).
- Meeting fees (42%).
- Incremental compensation for board leadership (42%).
- Incremental compensation for committee leadership (42%).
- Incremental compensation for committee membership (29%).
Approximately half of companies (51%) use annual retainers as their only form of cash compensation. One-quarter of companies provide both retainers and meeting fees, and 17% provide only meeting fees. Most publicly traded companies provide retainers as their only form of cash compensation. Meeting fees have been nearly eliminated by public companies in favor of retainers, which are simpler and reflect that much work occurs outside of meetings through ad hoc conversations and ongoing interactions with management. Private companies are following this trend and are continuing to reduce their reliance on meeting fees, either by eliminating the use of meeting fees entirely or combining them with other pay elements.
Cash retainers increased 3% this year at median, while meeting fee amounts remained flat. Annual cash retainers in 2026 are $40,000 at median and $60,000 at the 75th percentile for the total survey sample. Many private companies have compensation philosophies that target board and executive pay between the median and 75th percentile (i.e., the third quartile of the market). Higher pay positioning is used to recognize the less frequent use of equity compensation compared to public companies. Equity compensation is highly prevalent among public company boards, making up more than half of total director compensation.
As is the case with executive compensation, annual retainers for directors are highly correlated with company size, as shown in the chart below.
The median meeting fee paid by survey participants remains $2,500, consistent with survey results since 2020. Stagnant meeting fees reflect their diminished importance as an element of private company board pay.
Long-Term Incentives
Thirty percent of privately held companies reported providing long-term incentives (LTIs) to directors in 2026. The prevalence has fluctuated between 28% and 37% over the past three years of the survey. LTIs are used by private companies to compete with public companies for director talent (more than 90% of public companies grant equity to their directors) and to provide an opportunity for directors to share in the company’s growth and success. Long-term incentives are most common at venture- and private equity-backed companies (74% prevalence), as these companies are moving toward a value-realizing event and compensate directors accordingly.
Of the companies that provide long-term incentives to directors, full-value shares — either phantom or real equity — are the favored vehicle. Full-value shares are also the favored vehicle among publicly traded companies.
Note: Prevalence is greater than 100% as some companies use multiple vehicles.
Typical practices for private company LTI awards are to grant the awards on an ongoing basis (63% of companies grant either annually, every few years or ad hoc) or when the director is appointed to the board (32%), and awards are typically subject to vesting. The table below shows the median value of ongoing LTI grants on an annualized basis versus the total value of LTIs when they are only granted at board appointment. Front-loaded grants made upon board appointment typically cover three to five years of LTI, so the value delivered annually is similar whether companies grant awards every year or on an up-front basis.
| Summary of Long-term Incentive Practices (Total Sample) |
| LTI Granted on an Ongoing Basis (Annualized) | LTI Granted One-Time/ Upon Board Appointment (Total Value) | |
| Prevalence​ | 63%​ | 32% |
| Median LTI Value​ | $30,000 | $130,000​ |
| Vesting Schedule​ | One Year | ​ Three to Five Years |
Committee Compensation
Committees are prevalent at privately held companies, with 72% of survey respondents reporting that they have formal committees. The three main committees are compensation (85% of respondents), audit (79%) and nom/gov (64%), the same committees most common at public companies. Typically, each director serves as a member of one or two committees as a requirement of board service.
As noted earlier, committee compensation for both members and chairs increased significantly this year, indicating the increased importance of a board committee structure and the associated workload. Committee retainers differentiate pay between directors by role and compensate for additional work.
Unique Compensation Elements
Over the full data set, we see private company board compensation practices converging with public company practices. However, a small and growing sample of private companies report unique director compensation elements, including:
- Performance bonuses, which are not used by public companies as they are viewed poorly by institutional shareholder advisory firms.
- Director compensation after retirement from the board.
- Additional non-dividend payments to shareholder board members.
- Payments for special projects, such as one-on-one executive mentorship.
- Deferred compensation where the value is tied to company returns.
- Director participation in the company’s stock purchase program.
Some private companies are using creative approaches for board compensation that are tailored to the culture, strategy and ownership structure of the company.
Compensation to Family Members
Of the respondents, 49% provide compensation to family members who serve on the board. The decision to compensate family members is a philosophical one; some companies do not believe in paying family directors because they already are compensated by the company through shareholder distributions or employment. Other companies believe in the importance of recognizing contributions, skills and time for all directors, regardless of family or shareholder status. For these companies that compensate shareholders and family members, 71% compensate them on the same basis as independent directors.
Board Effectiveness
The survey asked respondents about the effectiveness of their boards. The findings have been consistent each year: Boards are overwhelmingly viewed as effective, with 87% of respondents rating them as effective to extremely effective (the same as 2025).
The survey asked about ways to improve board effectiveness and the board’s biggest impacts on the company. The top two ways to enhance board effectiveness are to add board members with specific expertise (e.g., industry, operations, finance) and to increase interactions between management and the board. The biggest impacts private company boards have on the company are serving as a sounding board for management, especially on developing business strategy, interacting with customers and providing enhanced corporate governance.
Board Costs
To understand a key piece of the total cost of having a board, the survey asked participants to calculate the average annual total compensation paid to one director and to all directors on the board. Total compensation sums all elements of pay, including the annual cash retainer, meeting fees, any short-term and long-term incentives, committee service retainers and meeting fees, and leadership retainers.
Overall total director compensation remained flat from 2025 to 2026. However, director compensation is not typically reviewed every year. A new survey question this year asked about the cadence of board compensation review, and respondents most commonly report adjusting director compensation every two to three years. Nearly 40% of respondents report having an ad hoc cadence for review of board pay.
Total board cost is correlated with company size, as shown in the chart below. This relationship is driven by differences in the amount of compensation given to individual directors, as well as differences in the size of the board. As a company’s revenue increases, the complexity of operations and the responsibilities of the board also increase. To deal with this greater responsibility, larger companies often have a higher number of board members and separate committees. Higher compensation is needed to attract qualified talent and reward directors for a more considerable time commitment.
Additionally, the survey considers the average annual total board compensation expense as a percentage of revenue across different revenue bands. These statistics can be used for comparisons across companies. Total board cost has an inverse relationship to revenue size — costs as a percentage of revenue decrease as revenue increases. Smaller companies have greater governance costs as a percentage of revenue because they need to pay directors at least a certain amount (i.e., opportunity cost) for their time and board participation.
Family and Owners Councils
For the second year, the survey gathered data about family and owners councils to better capture the scope of governance forums at family companies. Family (or owners) councils are comprised of select members who represent the family (or owners) in matters of importance. Generally, the council is the primary forum for communication and education of the family for the purpose of sustaining engagement in the business. For example, the council may develop education programs on the family’s business, the meaning of share ownership and proper governance. The family council may also review business financial statements and future investments, the company’s dividend policy, succession planning, family member employment practices, family apprenticeship programs and more.
Among family business respondents to the survey, 56% reported having a formal structure for family governance. Of companies with a family council, 30% pay the leader a median amount of $12,000 per year and 20% pay members a median amount of $10,000. Of the respondents with family councils, 44% have an established budget, which is $100,000 per year at median.
Looking Ahead
In recent years, private companies have made significant changes in their director compensation programs and governance structures, borrowing from public company practices. The survey has reported higher prevalence of annual retainers, long-term incentives and compensation programs that combine multiple elements of compensation. Private companies have increased certain compensation elements and enhanced formal governance systems for both fiduciary and advisory boards and have higher expectations for time commitment and contributions from board members.
Given how favorably private companies view their boards, strong demand exists for private company directors. As private companies compete for high-quality directors, the focus on providing competitive compensation to directors will continue. Board compensation is typically not adjusted every year, so we expect to see gradual pay increases each year going forward.
The full survey results are limited to participants. Please contact David Shaw ([email protected]) if you are interested in participating in future surveys.