Unlocking Insights into Board Compensation

Highlights from WCBC’s 2025 Survey

How do Canada’s leading companies compensate their boards? WCBC’s 2025 National Board of Directors Compensation Survey provides the answers—delivering a comprehensive benchmarking resource for director pay and governance practices.

Why Board Compensation Matters

Board compensation is more than a line item on the budget—it plays a pivotal role in governance and company success. Competitive and well-structured pay helps attract and retain directors with the expertise, experience, and independence needed to guide the company effectively. It also signals that the company values the time, responsibility, and accountability required of directors, while balancing stewardship of shareholder interests. Transparent and fair compensation practices strengthen trust, support strong governance, and align board incentives with the company’s long-term goals. In short, director pay isn’t just about rewarding service; it’s about equipping the board to provide sound oversight and strategic direction.

Survey Findings

WCBC’s survey analyzes compensation and governance data from 237 publicly traded Canadian companies, covering cash retainers, meeting fees, equity awards, and governance policies.

Highlights from this year’s survey include:

Board Composition

Boards average 9 directors, typically 7 independent and 2 non-independent. Size increases with company scale, ranging from 7 directors at smaller companies to 11 at very large companies.

Gender Representation

90% of boards include at least one female director, with an average of 3 per board. Only 12% of companies have a female board chair.

Compensation Components

Nearly all boards (98%) provide an annual retainer, 86% grant equity awards (such as DSUs, RSUs, or stock), while only 14% still pay per-meeting fees.

Decline of Meeting Fees

A decade ago, two-thirds of companies paid directors per meeting. Today, only 14% do, reflecting the broader and ongoing nature of board responsibilities that extend well beyond scheduled meetings.

Pay Mix

On average, compensation for directors is split 55% cash retainer, 44% equity, and 1% meeting fees. For board chairs, the mix shifts slightly to 60% retainer, 39% equity, and 1% meeting fees.

Year-over-Year Increases

Retainers rose 9.4% for directors and 6.9% for chairs. Equity awards increased 10% for directors and 15.6% for chairs. Total compensation for all board and committee service rose 4.2% for directors and 8.3% for chairs.

Summary

Board compensation continues to evolve, with companies moving away from transactional meeting fees toward structures that reflect the continuous and demanding nature of board service. For companies, understanding these trends is key to ensuring competitive, fair, and well-aligned governance practices.

WCBC’s 2025 National Board of Directors Compensation Survey is now available for purchase, offering the most comprehensive source of benchmarking data and governance insights in Canada.

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