Pay and equity7 min read
What does a non-executive director cost in the UK?
Fees, equity and time commitment, using published UK benchmarks: £80,888 across the FTSE 150 and £41,686 across private companies.
Key points
- Private UK companies pay an average non-executive director fee of £41,686 a year (Pure Executive, 2024).
- The FTSE 150 average non-executive base fee is £80,888 (Spencer Stuart, December 2025).
- Private boards typically pay £20,000 to £44,000, or £1,200 to £1,500 a day.
- Average private-company time commitment is 26 days a year, with 18 to 24 days typical.
- Budget beyond the fee: search, directors' and officers' insurance, and expenses.
How much does a non-executive director cost in the UK?
A non-executive director on a UK private company board costs about £41,686 a year on average, against £80,888 across the FTSE 150. Private boards commonly pay between roughly £20,000 and £44,000, or a day rate of £1,200 to £1,500, for around 26 days a year.
Those two averages come from different worlds and it is worth separating them before you budget. The £80,888 is the average non-executive base fee across the FTSE 150 in the Spencer Stuart UK Board Index 2025, a listed-company population with committee structures, regulatory reporting and public scrutiny. The £41,686 is the average private company non-executive fee in Pure Executive's 2024 study of appointments in the Eastern Region, which is much closer to the board a founder is building after a seed or Series A round.
Cost is not only the fee. There is the search itself, directors' and officers' insurance, expenses, and the executive time absorbed by preparing a board pack that is worth reading. Budget for the whole appointment rather than the line item.
What a non-executive director is paid on a private company board
Pure Executive's 2024 review looked at disclosed fees across listed, AIM-quoted and private businesses. Across the fourteen private businesses in the sample the average non-executive fee was £41,686, with individual fees running from about £20,000 to £44,000. Several of those boards paid a day rate instead, at £1,200 to £1,500 a day. Average chair fees in the same private sample were £65,000.
AIM-quoted companies sat slightly above private ones, at an average non-executive fee of £43,394 and an average chair fee of £84,012. The single lowest individual fee reported in the study belonged to an AIM company paying its non-executive £32,749 while its chair took £55,673, which is a useful reminder that a quoted board does not automatically mean a large fee.
Across our network of growth company mandates the pattern behind those numbers is consistent: fees cluster low at seed, where cash is scarce and the appointment is often part-equity, and rise as the board takes on audit and remuneration responsibilities.
| Company type | Average non-executive fee | Average chair fee | Source |
|---|---|---|---|
| FTSE 150 | £80,888 | See rank bands below | Spencer Stuart, UK Board Index 2025 |
| FTSE 101–150 | £75,605 | £339,573 | Spencer Stuart, UK Board Index 2025 |
| FTSE-listed, Eastern Region sample | £51,833 | £147,328 | Pure Executive, 2024 |
| AIM-quoted, Eastern Region sample | £43,394 | £84,012 | Pure Executive, 2024 |
| Private companies, Eastern Region sample | £41,686 | £65,000 | Pure Executive, 2024 |
What listed company fees tell you, and what they do not
The Spencer Stuart average of £80,888 rose 3% on the previous year and continues a decade-long climb from £63,200 in 2015. Within the FTSE 150 the spread is wide: companies ranked 1 to 10 paid an average base fee of £108,736, while those ranked 101 to 150 paid £75,605. BP paid the highest single base fee at £174,500 and Big Yellow Group the lowest at £48,118.
Listed boards also pay for specific responsibilities on top of the base fee. The average additional fee for a senior independent director was £24,911. Audit committee chairs took an average of £27,649, remuneration committee chairs £25,825, and risk committee chairs £41,494. Rolls-Royce paid the highest audit committee chair fee in the sample at £90,000.
None of this transfers directly to a company with thirty staff. What it is useful for is direction of travel and structure: it shows that responsibility, not attendance, is what gets paid for, and it gives you a defensible ceiling when a candidate quotes a listed-company number at a private company board.
How much time does a non-executive director commit?
Pure Executive found private company non-executives committed an average of 26 days a year in 2024, with individual arrangements running from 10 to 24 days, and describes a typical appointment as at least 18 to 24 days a year. Day-rate arrangements were often stated as a day a week or four days a month.
Time is the figure most often left vague in an appointment letter, and it is the one that causes the most friction later. Agree the number of board meetings, who chairs which committee if you have committees, and what is expected between meetings before the fee is discussed. A fee argued in isolation from a day count is an argument you will have again in a year.
Equity, and what the governance codes say about it
In private companies equity is a normal part of the package. The Institute of Directors' 2026 business paper on non-executive remuneration states that shares and share options may sometimes be appropriate in smaller, unlisted companies, particularly to attract directors with specialist expertise, and that they should be used mainly in private or smaller companies.
For listed companies the position is different. The UK Corporate Governance Code provides that remuneration for non-executive directors should not include share options or other performance-related elements, on the grounds that independence is undermined when pay depends on the share price. That is the origin of the widely repeated view that non-executives should not hold options. It is a listed-company rule, not a private-company one.
We do not publish a typical equity percentage, because no named UK survey we can cite publishes one. Ranges circulate widely on advisory sites without an underlying dataset behind them, and repeating an unsourced figure in a negotiation helps nobody. Ask candidates what they have been granted elsewhere and price against your own cap table.
What changes when the director also invests
An investing director buys shares on the same terms as any other investor, at a price both sides agree, alongside the appointment. That does not reduce the fee automatically and it should not be treated as payment in kind. What it changes is alignment: the person scrutinising your forecasts has their own money behind the answer.
Across our network the investment sits between £25,000 and £1m, set by the director rather than the company. It also changes the conversation about duties. A director who holds shares still owes the section 172 duty to promote the success of the company for the benefit of members as a whole, and a conflict between their interest as a shareholder and their duty as a director has to be managed at the board table, not assumed away.
What to budget for a first appointment
For a first independent appointment at seed or Series A, budget a fee in the private company range above, a defined day count, directors' and officers' cover, and the search cost. Then decide whether you want equity in the package and whether you want the person to invest.
If you would rather see where your board stands before you spend anything, the free Board Readiness Score scores composition, independence, cadence and information, alignment and round readiness in twelve questions.
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
Is a non-executive director fee paid monthly or as a day rate?
Both are used. An annual fee paid in equal monthly or quarterly instalments is the most common arrangement on private boards. A day rate of £1,200 to £1,500 is used where the commitment is less predictable, or for project work beyond the agreed days.
Should a non-executive director be paid in equity?
The Institute of Directors notes that shares or options can be appropriate in smaller unlisted companies, where cash is scarce. The UK Corporate Governance Code takes the opposite line for listed companies, because performance-related pay can compromise independence.
What else does the appointment cost beyond the fee?
The search itself, directors' and officers' insurance, travel and expenses, and the executive time spent producing a board pack worth reading. Treat those as part of the appointment rather than as extras.
Sources
- Spencer Stuart, UK Board Index 2025 (30th edition, December 2025) — FTSE 150 non-executive base fees, senior independent director and committee fees
- Pure Executive, An insight into non-executive director appointments across the Eastern Region (2024) — private company and AIM fee levels and time commitment
- Institute of Directors, Business Paper: Non-Executive Director Remuneration in the UK — Share options as an option? (2026)
- UK Corporate Governance Code, Financial Reporting Council — non-executive remuneration and performance-related pay
- Companies Act 2006, section 172 — duty to promote the success of the company
- InvestingDirectors network data (InvestingDirectors network data)
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