Non-Executive Director Fees: What Board Roles Pay and What They Really Cost You
Board fees are one of the most searched topics among executives considering a board career, and one of the least discussed openly. Directors rarely talk about what they are paid, and the published information can be hard to interpret. As a result, many executives go into board work with unrealistic expectations, either assuming that a portfolio of board seats will replace an executive salary, or underestimating what a board role asks of them.
This article will not give you a table of fees. Board fees vary enormously, change regularly and depend on factors that no general figure can capture. Instead, it explains how board fees are set, where to find reliable information and how to think about the real cost of a board role.
Why board fees vary so widely
Board fees depend on the type of organisation, its size and complexity, the responsibilities of the role and the market it operates in. The same director might be paid very different amounts for seats that take similar time.
The main factors include:
Type of organisation. Listed companies, large private companies, PE-backed businesses, government boards, not-for-profits and advisory boards all have different approaches to fees.
Size and complexity. Larger, more complex and more regulated organisations generally pay more.
Role. Chairs are usually paid more than directors. Committee chairs often receive an additional fee.
Risk and accountability. Roles with higher personal risk or public scrutiny may attract higher fees.
Sector norms. Some sectors pay significantly more than others.
Where to find reliable information
For listed companies, fees are disclosed. In Australia and New Zealand, listed companies publish director remuneration in their annual reports. Reading the remuneration reports of companies similar to your targets will give you a realistic view of fees at that level.
For government boards, fees are generally set by a formal framework. In Australia, the Remuneration Tribunal determines fees for many Commonwealth part-time public office holders, and state governments have their own frameworks. In New Zealand, the Cabinet Fees Framework, most recently updated in 2025, sets the approach for members appointed to bodies in which the Crown has an interest, using fee groups and daily and annual fee structures. These frameworks are publicly available, and many advertised government roles state the fee.
For private companies, PE-backed businesses and not-for-profits, fees are usually not published. Board search consultants, director institutes and peers are the best sources of guidance. Director institutes and some advisory firms also publish surveys of director fees.
How to read a remuneration report
For listed companies, the annual report is the most useful free source you have. But many executives open it, find a table and stop there. A little more reading tells you a lot more.
Here is a simple approach:
Find the non-executive director section. Director fees are usually reported separately from executive pay. Look for the part of the remuneration report that covers non-executive directors.
Separate base fees from committee fees. Many boards pay a base fee for board membership and extra amounts for chairing or sitting on committees. Note which parts apply to the kind of seat you want.
Look for the fee pool. Listed companies usually disclose the total amount shareholders have approved for director fees. It shows how much room the board has, and whether fees are likely to change.
Check the number of meetings. Most annual reports list how many board and committee meetings each director attended. That gives you a rough sense of the workload behind the fee.
Compare several similar companies. One report tells you about one board. Five or six reports from companies of similar size and sector give you a realistic range.
For government roles, read the published framework or the fee stated in the advertisement, and check whether it is an annual fee or a daily rate. They lead to very different outcomes depending on how much time the role takes.
Many board roles are unpaid or modestly paid
A large proportion of board roles, especially in the not-for-profit and community sector, are unpaid. Many others pay modest fees that reflect a contribution rather than a salary. This is important to understand if you are planning a portfolio career.
Building a portfolio that replaces an executive income is possible, but it usually takes years, several significant paid seats and a strong reputation. Most directors combine board work with other income, such as consulting, advisory roles, part-time executive work or investment income. Our piece on building a portfolio career covers how directors typically combine these.
The real time commitment
Board fees are often compared with executive salaries on an annual basis. A more useful comparison is fees against the real time the role requires.
A board role involves more than attending meetings. It includes reading board papers, which can be extensive, committee meetings and preparation, strategy days, site visits and events, and time between meetings, including calls with the chair or chief executive. In a crisis, a merger, a chief executive departure or a major investigation, the time can increase dramatically, often at short notice.
Before accepting a role, ask the chair and other directors how much time the role really takes. Their answer will often be higher than the formal meeting schedule suggests.
A worked example: what the fee means per day
A simple exercise can change how you see a board fee. It works for any role, and you do not need anyone else’s numbers to do it.
For example, a CFO weighing up a first paid seat might work through it like this:
Count the formal meetings. Board meetings, committee meetings and the annual strategy day.
Add preparation. Board packs for larger organisations can be long. Many directors spend at least as long reading and preparing as they spend in the meeting itself.
Add the time in between. Calls with the chair or chief executive, site visits, induction, events and any working groups.
Add a buffer for the unexpected. A crisis, a chief executive search or a transaction can add many days in a single year.
Divide the annual fee by the total days.
The result is often lower than people expect, and it changes again in a demanding year. That does not mean the role is not worth taking. It means you are choosing it with clear eyes, and you can compare it fairly with consulting work, an executive role or another board seat.
The costs and risks you take on
Board roles also carry costs and risks that do not appear in the fee.
Personal liability. Directors have legal duties and can face personal liability. Directors’ and officers’ insurance and indemnities are important. Understand what cover the organisation provides.
Reputational risk. If the organisation fails, faces a scandal or is involved in a public controversy, directors’ reputations can be affected.
Opportunity cost. Time spent on one board is time not available for other roles, work or life.
Conflicts. Some board roles may prevent you from taking others, or from certain executive or consulting work.
Professional development. Many directors invest in governance education and professional memberships. Our guide to the AICD and IoD courses covers one of the main costs.
Questions to ask before accepting
When you are offered a board role, ask:
What is the fee, and does it include committee work?
How many meetings and committee meetings are there each year?
How much time do directors typically spend on the role?
What directors’ and officers’ insurance and indemnity is provided?
Are expenses covered?
Are there any equity or investment expectations?
What would happen to the time commitment in a crisis?
Our piece on board role due diligence covers the broader questions to ask before you accept.
Negotiating fees
In most cases, board fees are not negotiated in the way executive salaries are. Government board fees are set by frameworks. Listed company fees are set by the board within limits approved by shareholders. Not-for-profit fees are often fixed.
For private companies and PE-backed businesses, there may be more flexibility, but the approach should be measured. Focus on understanding the role and ensuring the fee is fair for the time and risk, rather than pushing hard. The relationship with the chair and owners matters more than a marginal difference in fee.
Common mistakes executives make about fees
A pattern I see often is an executive who leaves a senior role expecting board fees to fill the income gap within a year or two. It rarely works that way, and the pressure to replace income can lead to poor choices.
Other mistakes to watch for:
Taking the first paid seat offered. A role that pays well but carries high risk, or sits in a troubled organisation, can cost you more in time and reputation than it returns.
Ignoring liability until something goes wrong. Read the insurance and indemnity documents before you join, and take advice if anything is unclear.
Forgetting the admin. Board fees are often paid differently from a salary. Get advice on how they will be paid, taxed and accounted for in your own situation.
Saying yes to too many roles. Several seats can look good on paper, until two of them hit a difficult year at the same time. Our guide to how many boards is too many explores this.
Talking about fees too early. Raising pay in the first conversation with a chair can suggest the fee is your main reason for being there. Ask once the role is clearly on offer.
Choose board roles for the right reasons
Board fees matter, and it is reasonable to want to be paid fairly. But the most successful directors I know chose their board roles for more than the fee. They chose organisations whose purpose they cared about, boards where they could make a real contribution and roles that built their experience and reputation. The fees followed.
If you are planning a board career, think about the portfolio you want to build over time, not only the next fee.
If you want to position yourself for the paid board roles that fit your experience, see board resumes and NED positioning.
If you are planning a board career and want a realistic view of how to build it, book a complimentary Clarity Session and we will look at the roles, time and path that make sense for you.
