2021 Private Company Director Compensation - COVID-19 Impact?

Traditionally, Private companies tend to struggle with board compensation because it is difficult to find accurate benchmarks for director pay. 2020 was a particularly difficult year due to the COVID-19 pandemic. Boards were, in many cases, asked to step-up to help tackle critical issues like digital transformation, growth, balance sheet health and operational efficiencies. Without an appropriate pivot and new strategic direction, many businesses would not have survived.

Lodestone Global recently published their 10th Annual 2021 Private Company Board Compensation Survey. The survey included 625 companies across 41 different industries and 40 countries to analyze current board practices and compensation around the world.


Over 95% of companies reported holding their board meetings remotely in 2020. Importantly, over 83% of companies did not change their per meeting fees to directors, despite the fact that historically we have observed lower payments for video conferences.


55% of respondents indicated their companies had increased the number of meetings due to COVID-19. For the past 9 years, our survey has indicated that private companies hold roughly 4 in-person meetings and 2 formal teleconference meetings on average. In 2020, that changed to 8 total meetings.


Did the increased commitment come with a commensurate increase in director pay? The short answer was no, particularly in the U.S.

  • Median total compensation was $42,750, ~2% lower than the $43,500 reported last year. The -1.7% decrease (+4.8% in 2019) is the result of a -4.5% decrease domestically, offset by a 3.8% increase internationally. Technology firms saw the most growth again this year, paying their directors +5% more than in 2019.

Roughly 22% of respondents identified a temporary change in their board remuneration programs due to Covid-19. Of those respondents:

  • 45% Reduced Annual Retainer

  • 23% Reduced Per Meeting Fees

  • 17% Eliminated Annual Retainer

  • 14% Eliminated Per Meeting Fees

Candidly, we were somewhat surprised to see overall compensation decrease despite an overall increase in directors' time commitment. Perhaps these temporary changes will reverse in 2021 as many private companies exit pandemic-induced crisis mode.


Boards Drive Value


Boards continue to have a strong impact on company performance. Their value increased during a difficult 2020. 96% of companies reported increased revenues and 93% reported increased EBITDA. Since the respondent joined the board, companies reported an average revenue increase of ~55%.


64% of the participants categorized their boards as “Indispensable” or “Very Effective” at driving corporate strategy. These results support the notion that a board, particularly with the right directors, can be essential to achieving corporate goals and improving profitability.


Historical Compensation Data

*Note: all figures are in USD, the data represents median values and assumes 4 in-person and 2 teleconference meetings for comparison.

2021 Private Company Board Compensation Survey

Despite the decrease in 2020 for director compensation, 45% of respondents expected an increase in compensation this year. If private boards continue to positively impact company performance we should see a return to growth in 2021.


If you are interested in learning more to design or refine your board compensation scheme (Retainer, Per Meeting, Chairperson Fees, Committee Chair Fees, Cash vs. Equity etc.) please don't hesitate to reach out at info@lodestoneglobal.com. In a year that turned everything we knew upside down, it is critical to design a competitive compensation scheme to ensure you have access to top director talent.

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