Pay and equity8 min read
How much do non-executive directors get paid in the UK?
Fee benchmarks by company type, why non-executive pay has fallen 11.8% behind inflation, and why equity is the half most directors never negotiate.
Key points
- Average FTSE 150 non-executive base fee: £80,888, up 3% year on year (Spencer Stuart UK Board Index 2025).
- Average private-company non-executive fee: approximately £15,000, with a range to £90,000. Chair fees average around £28,000, to £170,000.
- FTSE 100 non-executive fees have lagged CPI by 11.8% over ten years (Board Agenda, December 2025).
- Committee work is where listed fees are made: audit committee chairs earn an average additional £27,649.
- Fewer than 10% of non-executive directors hold share options, so the fee is usually the whole package.
How much do non-executive directors get paid in the UK?
It depends almost entirely on the size of the company. The average base fee for a FTSE 150 non-executive director is £80,888. For a private company it is around £15,000. For an SME or family business, £5,000 to £30,000. Early-stage technology companies typically pay £10,000 to £20,000 plus equity.
Those are the headline numbers. The more useful finding is what has happened to them: FTSE 100 non-executive fees have lagged CPI inflation by 11.8% over the past decade, a real-terms pay cut at a time when time commitment, regulatory complexity and personal accountability have all increased. If you are building a portfolio for the fee income, you are building it on a declining asset.
What do non-executive directors earn by company type?
Private company data is inherently less reliable than listed data, because private companies do not disclose. The figures below come from search firms tracking advertised and completed appointments rather than from published accounts. Treat them as market intelligence, not as a benchmark you can cite in a fee negotiation without corroboration.
| Tier | Non-executive base fee | Chair | Days per year |
|---|---|---|---|
| FTSE 100 | £85,000 – £130,000 | £400,000 – £800,000+ | 25 – 40 |
| FTSE 250 | £55,000 – £70,000 | £180,000 – £350,000 | 20 – 35 |
| FTSE SmallCap | £45,450 – £57,250 (median £51,600) | £130,730 – £200,000 | 15 – 30 |
| AIM | £40,000 – £60,000 | Varies widely | 15 – 25 |
| Investment trusts | Average £37,817 (median £33,747) | Average £58,000+ | 10 – 20 |
| Private-equity backed | £30,000 – £70,000+ | Higher | 20 – 40 |
| Private company, general | Average £15,000, range to £90,000 | Average £28,000, to £170,000 | 12 – 24 |
| SME and family business | £5,000 – £30,000 | Higher | 12 – 20 |
| Early-stage technology | £10,000 – £20,000 plus equity | Often equity only | 12 – 24 |
| Charity and not-for-profit | Usually unpaid, expenses only | Unpaid | Varies |
How is a non-executive director actually paid?
An annual fee, not a salary. A non-executive director is not an employee: the fee is paid for board service, a fixed amount for the office rather than an hourly rate for time worked. On listed boards the remuneration committee reviews it annually against companies of similar size and complexity.
On top of the base fee, listed non-executives are paid for committee work, and at the larger end that is where the money is. In the FTSE 150, an audit committee chair earns an average additional £27,649, and an audit committee member around £15,788. A senior independent director in the FTSE 100 sits somewhere between £110,000 and £170,000 in total.
Below the listed market, committee premiums largely disappear. A private-company non-executive is usually paid one number, and it is negotiated once at appointment rather than reviewed annually.
Why have non-executive fees fallen in real terms?
Because the fee has been treated as a fixed cost while the job has expanded. Research published by Board Agenda in December 2025 found FTSE 100 non-executive fees have lagged CPI inflation by 11.8% over the previous decade. Over the same period, board time commitment, regulatory scrutiny and the personal accountability attached to a board seat have all risen materially.
The nominal figure still went up — Spencer Stuart records a 3% increase in the FTSE 150 average in its 2025 index. It simply went up more slowly than the cost of everything else.
The implication for a portfolio career is uncomfortable. Three private-company seats at the average fee is around £45,000 a year before tax, for forty to sixty days of work carrying personal liability. A reasonable income, not a wealth-creating one, and its real value is shrinking.
Do non-executive directors get equity?
Sometimes, and it is the part most fee guides skip. A typical non-executive equity stake in a private company sits somewhere in the 1% to 3% range. On a company that exits at £20 million, 1% is £200,000 — more than thirteen years of an average private-company fee, from one appointment.
There is an important distinction in how you get there. Being paid in options is discouraged by governance guidance: the UK Corporate Governance Code provides that non-executive remuneration should not include share options or other performance-related elements, because a director whose pay moves with the share price is being asked to assess results in which they hold a variable stake. ShareSoc's guidelines note that fewer than 10% of non-executive directors hold options at all.
Buying shares with your own money is not discouraged. Nothing in the Companies Act 2006 prevents a director owning shares, and many companies encourage non-executives to acquire a holding within a defined period of appointment. ShareSoc recommends holdings of a non-trivial value. So the route governance codes are comfortable with is the one almost nobody is offered: the director invests.
What do investing non-executive directors commit?
There is no published benchmark for this, so here is ours. Across our network of 4,836 directors, advisers and C-suite operators, 26 members have deployed £850,000 into companies they were introduced to — an average of £32,700 each. That is roughly 2.2 times the average annual private-company non-executive fee, committed to a single company, at risk.
By stage, the tickets we see fall into three bands: £25,000 to £100,000 at pre-seed and seed, £100,000 to £500,000 at Series A, and £250,000 to £1 million at Series B and beyond.
The point is not that investing beats being paid. It is that the fee and the equity are different products. The fee pays for your time and it is worth less every year. Only the stake pays for your judgement being right. If you are only negotiating the fee, you are negotiating the smaller half.
What should you actually negotiate?
Five things, roughly in this order of value. The equity, if there is any: how much, on what terms, purchased or granted, and what happens on a down round. The fee, benchmarked against the tier table above rather than against what you were last paid. The time commitment in writing — days per year, meetings per year, and what counts, because "as required" is how a twelve-day role becomes a thirty-day one.
Then directors' and officers' cover: the limit, whether it survives insolvency, and whether there is a separate non-executive limit. No cover is a finding about the company, not an administrative gap. Finally, committee work and whether it is paid, which below the listed market it usually is not — worth knowing before you chair the audit committee for free.
Where to go next
If you are weighing a fee against a shareholding, our guide on whether a non-executive director should invest in the company they advise sets out the governance position and the conflicts to manage. For how equity is structured when it is granted rather than bought, see advisory shares explained.
This guide is general information about market fee levels, not legal, tax or investment advice. Fees and equity should be agreed with your own advisers and disclosed as your governing documents require.
Common questions
How much does a private company non-executive director earn?
Around £15,000 a year on average, with individual fees running up to about £90,000 at the larger end. Chair fees in private companies average around £28,000 and reach £170,000. Private data comes from search firms tracking appointments rather than from published accounts, so treat it as market intelligence rather than a benchmark to cite unchallenged.
Can a non-executive director be paid in share options?
The UK Corporate Governance Code provides that non-executive remuneration should not include share options or other performance-related elements, because a director whose pay moves with the share price is being asked to assess results in which they hold a variable stake. ShareSoc notes that fewer than 10% of non-executive directors hold options at all. Buying shares with your own money is a different matter and is not discouraged.
Are non-executive directors employees?
No. A non-executive director is paid an annual fee for holding the office, not a salary for time worked. On listed boards the remuneration committee reviews the fee annually against companies of similar size and complexity. On private boards it is usually negotiated once, at appointment.
How much is an audit committee chair paid?
In the FTSE 150 an audit committee chair earns an average additional £27,649 on top of the base fee, and an audit committee member around £15,788. Below the listed market those committee premiums largely disappear, so check whether committee work is paid before you agree to chair one.
Sources
- Spencer Stuart, UK Board Index 2025 — FTSE 150 base fees and committee premiums
- Board Agenda, UK non-executive directors' pay 'falls in real terms' (3 December 2025) — FTSE 100 fees against CPI over ten years
- Board Appointments, UK non-executive director remuneration (2026) — private company and chair fee tracking
- Alvarez & Marsal, Non-Executive Director Fees in the FTSE All-Share 2025 — listed tier fee levels
- UK Corporate Governance Code, Financial Reporting Council — non-executive remuneration provisions
- Companies Act 2006, section 172 — duty to promote the success of the company
- InvestingDirectors network data, September 2026 (InvestingDirectors network data)
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