Board Director Fee Changes

As a year rapidly progresses, it is useful to review remuneration changes for ASX100 board chairs (chairs) and other non-executive directors (NEDs).

Guerdon Associates analysed aggregate NED policy fee changes from FY2024 to FY2025 in ASX100 companies. The sample consisted of peers with disclosures across both years.

Policy Board Fees

Of the 100 companies, 45% increased board fees in some form.

For companies that increased fees, we observed a median increase in policy board fees of 4.00% ($21,067) for chairs and 4.08% ($8,000) for other NEDs. Table 1 presents these findings.

Table 1: Board fee YoY increase

Table 2 shows the summary policy board fee statistics for chairs and other NEDs in the ASX100.

Table 2: Chair and other NED fees

Board Fees By Company Size

Total remuneration for chairs and other NEDs has been divided into 4 groups based on the 25^th percentile, median and 75^th percentile of the companies’ 30-day market capitalisation up to 20 Feb 2026 ($7,010m, $12,245m and $29,446m respectively).

Table 3 shows the change in remuneration based on these quartiles for chairs, including companies that did not change chair fees.

Table 3: Chairs’ Median and Average Change in Remuneration by Company Size

Chairs of companies with market capitalisation between $12,245m and $29,446m recorded the largest median increase of 2.48%.

Chairs of the largest company size group (greater than $29,446m) experienced the largest average remuneration increase of 5.79%.

Table 4 shows the change in remuneration based on the quartiles for other NEDs including companies that did not change NED fees.

Table 4: Other NEDs’ Median and Average Change in Remuneration by Company Size

The largest median remuneration increase for other NEDs was 3.70%, observed for companies between $12,245m to $29,446m market capitalisation. The largest average remuneration increase of 6.06% was found for companies with less than $7,010m market capitalisation.

By Sector

Chairs and other NEDs have been divided into 11 groups based on their company’s GICS sector classification.

Table 5 shows the change in chairs’ remuneration based on GICS sector including companies that did not change fees.

Table 5: Chair Median and Average Change in Remuneration by GICS Sector

The largest median remuneration increase was found in the Information Technology Sector, with similar median increases in the Health Care and Energy Sector. Health Care had the largest average increase of 17.59% due one company restructuring their Board.

Table 6 shows the change in other NEDs’ remuneration based on GICS sector including companies that did not change fees.

Table 6: Other NEDs’ Median and Average Change in Remuneration by GICS Sector

The Industrials sector saw the highest median remuneration change at 3.43% for other NEDs, followed by the Energy and Information Technology sectors at 3.28% and 2.82% respectively.

Policy Committee Fees

Table 7 shows the percentage increases for chair fees across Audit, Risk, Remuneration, and Nomination committees.

Remuneration chairs secured the highest average fee increase. Less than half of the committees changed their fees in FY2025.

Table 7: Committee chair fee increase

Table 8 shows the corresponding percentage fee increases for committee members across the same four committees. Committee members generally experienced higher average percentage increases than their respective chairs with Remuneration members receiving the highest growth at the upper quartile.

Table 8: Committee member fee increase

Fee Pool Data

Table 9 highlights the year-on-year increases for companies that adjusted their fee pools. For companies that increased their fee pool, the median YoY increase was 25.00%, while the average increase was 6.79%.

Table 9: Fee pool YoY increase

Table 10 details the disclosed fee pool changes across the dataset from FY2024 to FY2025. Overall, there was a steady upward trend in the lower and middle quartiles, while the upper quartile remained flat.

Table 10: Fee pool changes

Methodology

The data was derived from GuerdonData. The sample consisted of ASX100 companies as of December 2025 with disclosures in FY2024 and FY2025. Companies that were yet to disclose their 2025 remuneration reports at the time of analysis were not considered in the study.

The policy fee of committees for the Audit, Risk & Remuneration committee were recorded even if responsibilities overlapped with other committees (outside the main Board). The nomination committee policy was only considered if responsibilities did not overlap with any of the other 3 committees previously mentioned.

Calculations and percentages were calculated on company NED policy. All values presented are in $AUD.

Exchange rates used for foreign currency were the 1-year daily average for the respective exchange rate up to 30 June 2025.

The market capitalisation of companies is based on a 30-day average up to 20 February 2026.