A few weeks ago proxy advisor Ownership Matters recently released its longitudinal study of ASX 300 boards.

Key findings from the study are below.

ASX Boards Expand at the Top, Lean at the Bottom

Average board sizes across the ASX 100, ASX 200, and ASX 300 have grown over the past six years, though 2024 saw mixed results. ASX 100 and ASX 200 boards held steady at 8.8 and 7.0 members, while ASX 300 boards shrank from 6.5 to 6.2 on average.

Non-executive directors (NEDs) continue to be more prevalent than executive directors. In the ASX 100, NED representation rose to 87.6% from 87.1% in 2023, after sitting at around 86.5% in prior years. However, average NED representation declines as market capitalisation falls. The ASX 300 cohort recorded just 78.5% NED representation, down on previous years and in line with smaller board sizes.

The study found that domicile plays a role. Half of the 10 New Zealand-based companies in the sample had no executive directors on their boards.

Large companies board independence increasing, while smaller companies’ board independence declining 

Ownership Matters found that the number of independent NEDs is increasing in the larger companies, though trends differ across company size.

• In the ASX 100, 94.9% of NEDs are independent (83% of all directorships), up from 93.8% (81.7% of all directorships) in 2023.
• The ASX 200 had 82.8% independent NEDs (69.2% of all directorships), slightly down from 83.1% (68.9%) in 2023.
• In the ASX 300, independent NEDs slipped to 77.2% (60.6% of all directorships) from 78.5% (64.6%), reversing a previous upward trend among smaller boards.

Ownership Matters explains that their classification of “independent” differed from company reporting in 101 cases, mainly in the ASX 300 (60 instances), with 31 in the ASX 200 and 10 in the ASX 100. The reasons vary by market segment. In ASX 100 and ASX 200 boards, substantial shareholding is the main factor. In the ASX 300, “Other or options” is the leading reason, with 37 of 54 affiliated NEDs in this category holding options in the company.

Gender diversity progress, leadership still lags

Gender diversity on boards has been a focus for more than a decade, yet the pace of growth has slowed.

• In the ASX 100, female directors now hold 39.8% of board seats. That is flat on 2023 but up from 15.8% in 2012.
• Representation is lower in the ASX 200 and ASX 300, at 35.5% and 35.1% respectively.
• Across all boards, women held 37.1% of seats in 2024, up slightly from 35.6% in 2023. This was the smallest annual increase since the trend began.
• Growth in female board representation is mainly driven by new entrants to the director pool, especially within the ASX 200 and ASX 300.

While female board representation continues to grow, progress in leadership roles remains is limited. Fourty-one boards across the ASX 300 are chaired by women (2023: 34), while female CEOs rose marginally from 21 to 22 (7.6%) this year.

It remains to be seen how gender diversity unfolds in ASX boardrooms and the greater workforce following the March 2025 legislation requiring large companies to set and report gender equality targets. See HERE.

Overboarding declines, but female directors hold multiple roles

The number of professional NEDs holding more than one board seat has continued to fall. In 2024, there were 1,446 NEDs across the ASX 300, with 252 (17.4%) holding more than one board seat – down from 19.3% in 2023 and 22.2% in 2021.

Female directors make up the majority of professional NEDs, accounting for 56.0% of this group. On average, female professional NEDs hold 2.4 board roles compared with 2.2 for males.

Boards skew older, males serve longer

OM research found age or ethnicity disclosures in 80% of ASX 100 board seats, 67.2% of ASX 200 seats, and 56.4% of ASX 300 seats. Despite this partial visibility, age profiles have remained stable in recent years.

• Male NEDs in the ASX 100 now average over 65 years, compared with an overall NED average of 63.3 years—around 6.3 years older than their CEOs.
• Female NEDs are younger, averaging 4.3 years less in the ASX 100 and 4.7 years less across the ASX 300.
• The 60–69 age group dominates most cohorts, except for ASX 300 female NEDs, where 46% are aged 50–59.

Tenure follows a similar pattern.

• Average NED tenure across the sample is 5.5 years, with males serving longer than females, 6.3 years versus 4.4 years.
• In the ASX 100, average tenure is 5.5 years, with eight NEDs serving over 20 years.
• In the ASX 200, average tenure is 5.7 years, with 14 NEDs exceeding 20 years.
• In the ASX 300, average tenure is 5.3 years, with 11 NEDs over 20 years.

On the other hand, executive directors serve longer than NEDs. Across the ASX 300, 24 companies had average board tenure exceeding 10 years, many with founders still in leadership roles.

Similar to Guerdon Associates’ prior research on board tenure (see HERE), a majority of NEDs resign before board tenure reaches 9 years and their independence is questioned.

Continued upward trend in fees, with biggest gains in smaller companies

NED fees across ASX 300 companies rose in 2024. Total fees for 289 companies reached $394 million, up 6.2% from $371 million in 2023. As with executive pay, fees generally increase with company size:

• $218 million went to ASX 100 NEDs;
• $100 million to ASX 200; and
• $76 million to ASX 300.

ASX 100 chair fees have remained steady over the past seven years, averaging $535,399 in 2024, with median fees around $490,000. Average NED fees in the ASX 100 rose 13.6% from $252,935 in 2018 to $287,219 this year.

In the ASX 200, average chair fees increased to $270,444 in 2024, recovering from a decline between 2018 and 2020. NED fees rose 18.2% to $178,207, showing steady growth over the period.

The ASX 300 cohort recorded the largest annual increase since 2018. Chair fees grew 8% to $286,567, though excluding two chairs earning above $2m, the average was $248,673. Average ASX 300 NED fees jumped 16.5% to $166,437 this year.

Despite methodological differences resulting in varying quantitative results, OM research shows similar findings with Guerdon Associates’ analysis earlier this year. Chairs of ASX 300 companies with median market capitalisation experienced the largest median remuneration increase, while Chairs in the largest size group recorded the smallest median increase this year. The largest median remuneration increase for other NEDs was observed for companies at the lower end of market capitalisation. See HERE for Guerdon Associates’ study on board director fees.

In addition, OM researched director portfolio remuneration, which measures the total pay received by NEDs holding multiple board positions. The research shows a persistent gender gap: none of the top fifteen highest-paid NEDs in 2024 were women.

Directors’ shareholding rises, but gaps remain

Investors generally expect NEDs to have some shareholding to align their interests with shareholders, though the preferred level varies. Guerdon Associates’ 2023 research of ASX 100 director minimum shareholding requirements (MSR) showed that ASX 100 chairs have an average MSR of 114% of their chair fee while other directors have an average MSR of 118% of director fees. See HERE.

OM analysed each NED’s “skin in the game,” calculated by multiplying each director’s shareholding by the company’s year-end share price. From this year’s OM study, 60.0% of ASX 100 NEDs had shareholdings exceeding one year’s fees, compared with 51.4% in the ASX 200 and 48.3% in the ASX 300.

Only 27.6% of ASX 100 NEDs held shares equal to more than two years’ fees.

A total of 115 NEDs with more than a year on the board held no shares—23 in the ASX 100, 44 in the ASX 200, and 48 in the ASX 300.

Among ASX 100 NEDs, the proportion holding shares worth more than one year’s fees increased from 50% in 2022 to 60% in 2023 and 2024.

Aggregate ASX 100 NED shareholdings totalled $14.5bn, with the ten largest stakes—mostly founders—accounting for 88.5% ($12.9bn).

Median skin in the game was $352,929, up 10% from $320,625 in 2023.

In the ASX 200, total NED shareholdings were $11.6bn, with the top ten holdings representing 81% ($9.4bn).

For the ASX 300, aggregate NED shareholdings totalled $1.9bn, with the ten largest stakes accounting for 70% ($1.4bn).

See the Ownership Matters’ research HERE

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