NED Remuneration Benchmarks for UK Boards in 2025

Non-executive director fees are among the least transparent numbers in UK corporate life outside the listed sector, where they are published in the annual report and easily compared. Below that line — in private companies, investor-backed businesses and owner-managed groups — boards setting a fee for the first time have very little to anchor to, and candidates being offered one have even less. This guide sets out indicative NED remuneration benchmarks for 2026 across company types, explains how fees are structured and what drives the variation, and covers the specific case that matters most to finance: the financially-qualified NED who chairs the audit committee.

How NED fees are structured

Almost all NED remuneration follows the same architecture, and understanding it prevents the common error of comparing a base fee against a total package. There is a base fee for board membership itself, covering the scheduled meetings, the preparation and the general availability the role implies. Added to it are committee fees — typically a supplement for chairing the audit, remuneration or nomination committee, and sometimes a smaller amount for membership. A Senior Independent Director supplement is common where the role exists. The chair of the board is remunerated on an entirely different basis, usually a single all-inclusive fee reflecting a materially larger time commitment. Expenses are reimbursed separately. Two things are conspicuously absent by design in listed companies: non-executives generally do not receive performance-related pay or share options, because both compromise the independence the role exists to provide — a principle set out in the UK Corporate Governance Code. In private and early-stage companies equity does sometimes feature, which is a genuine trade-off discussed below.

Indicative benchmarks by company type

The figures below are indicative annual base fees for a non-executive director in 2026, drawn from the market as we see it in appointment discussions. They are a starting point for a conversation, not a survey result — anyone needing published data should look to the annual board remuneration studies produced by the major professional services firms and to the disclosed figures in listed company annual reports, which are public and searchable at Companies House.

Company type	Base NED fee (indicative)	Time commitment
FTSE 100	£70,000–£100,000	25–35 days
FTSE 250	£55,000–£75,000	20–30 days
Smaller listed / AIM	£35,000–£55,000	15–25 days
Large private / PE-backed	£40,000–£70,000	15–25 days
Mid-market private (£20m–£100m)	£25,000–£45,000	12–20 days
SME / owner-managed (£5m–£20m)	£15,000–£30,000	10–15 days
Early-stage / start-up	£0–£20,000 (often equity)	8–15 days
Charity trustee	Usually unpaid	Varies

Committee responsibilities sit on top. Chairing the audit committee typically adds £8,000–£20,000 depending on company size and complexity; remuneration committee chair a similar or slightly lower amount; nomination committee chair usually less, and often unpaid where the board chair holds it. A Senior Independent Director supplement commonly runs £5,000–£15,000. Board chair roles are a different market entirely, ranging from perhaps £40,000 in a small private company to several hundred thousand in a large listed group.

What actually drives the number

Six factors explain most of the variation between two apparently similar appointments. Company size and complexity is the largest — revenue, employee numbers, international footprint and group structure all raise both the workload and the risk. Regulatory status matters enormously: a board seat at an FCA-regulated firm carries individual accountability under the senior managers regime, materially more scrutiny, and a fee premium that reflects both. Listed status raises the bar again through reporting obligations and public exposure. The specific role — committee chairs are paid for the additional work and the additional personal exposure. Scarcity of the skill set: financially-qualified NEDs, cyber and technology expertise, and sector-specific regulatory experience all command premiums because the pools are thin. And the situation the company is in — a board being assembled ahead of a transaction, or one navigating distress or a regulatory problem, pays more because the risk and the intensity are higher.

The financially-qualified NED

The most consistently under-supplied NED profile in the UK is the one with genuine, recent financial expertise — and the reason is structural. The Corporate Governance Code expects at least one member of the audit committee to have recent and relevant financial experience, with the committee as a whole having competence relevant to the sector. That expectation has cascaded well below the listed sector: private equity investors, lenders and increasingly the boards of ambitious private companies all want a chartered accountant or former finance director in the audit committee chair.

The work is real. An audit committee chair oversees the integrity of the financial statements, the significant accounting judgements, the relationship with and independence of the external auditor, the internal control environment and, where it exists, internal audit — and in regulated firms, considerably more. Anyone doing it properly reads the accounts in detail, meets the auditors without management present, and is prepared to challenge treatments the executive team would rather not revisit. That is why the role attracts a premium and why the supply is limited: it needs someone who has genuinely prepared and defended financial statements, not merely read them.

For finance professionals, this is also the most natural route into a portfolio career. Former Finance Directors and CFOs are the core pool, and the credential that opens the door is precisely the one they already hold — the qualification, verifiable through the ICAEW or their institute, plus a track record of ownership at board level. Our guide to what boards look for in a finance director covers the adjacent executive assessment, and non-executive appointments themselves are handled by our sister brand NED Capital.

Equity instead of fees — when it works

Early-stage companies frequently cannot pay market fees and offer equity instead, sometimes alongside a reduced cash fee. The arrangement is legitimate and common, and it deserves clearer thinking than it usually gets on either side. For the company, it conserves cash and aligns the NED with long-term value — but it also compromises, at least in principle, the independence that makes a non-executive useful, because a director holding meaningful equity has an interest in the valuation they are supposed to scrutinise. For the NED, it converts a fee into a speculative asset that may never be realised, and the honest assessment is that most start-up equity is worth nothing — so the arrangement should be entered on the basis that the cash element is the real compensation and the equity is upside. Where equity is used, three disciplines help: keep the holding modest relative to the individual’s means, structure it with a vesting period that matches the expected tenure, and document how the conflict will be managed if a transaction arises. Boards that skip those conversations tend to have them later, under pressure.

What boards get wrong on NED pay

Underpaying for the wrong reason. A fee set to what feels affordable rather than to what the role requires attracts either the under-qualified or the semi-retired looking for a light commitment — and a NED who is not doing the work is worse than no NED, because the board has the comfort of governance without the substance.

Paying for attendance rather than contribution. The fee buys availability, preparation and judgement, not four meetings a year. Boards that scope the role honestly — including the calls between meetings, the investor conversations and the committee work — set better fees and get better people.

Ignoring the risk premium. Directors carry statutory duties and personal exposure; in regulated firms that exposure is considerably greater. Boards that have not thought about directors’ and officers’ insurance, indemnities and the practical risk profile are asking candidates to accept an unpriced liability, and good candidates notice. The Institute of Directors publishes accessible guidance on what the duties actually involve.

Treating the fee as the whole proposition. Strong non-executives are frequently motivated as much by the business, the people and the interest of the problem as by the money — which means a well-articulated proposition can secure an excellent NED at a sensible fee, while a dull one cannot at any price.

For candidates: assessing an offer

If you are being offered a non-executive role, the fee is only part of what to assess. Scope the real time commitment — ask how many scheduled meetings, how much committee work, what happens between meetings, and what the last incumbent found; a role advertised as ten days that turns out to be twenty-five is a poorly-paid role however good the headline number. Understand the risk: the company’s financial position, whether D&O cover is in place and adequate, whether an indemnity exists, and in regulated firms exactly what personal accountability attaches. Assess whether you can actually add value, because a non-executive who cannot contribute meaningfully is exposed to the duties without the satisfaction. And weigh the portfolio fit — most NEDs build toward three or four roles, and each should add something different in sector, stage or challenge rather than replicating the last. Fee negotiation at this level is normal and expected; what is not is discovering the scope after accepting.