Krunal Billimoria
Median total compensation for a Model Director1 at S&P/TSX 60 companies reached $335,236 in 2025, a 3% increase over 2024, while equity remained the largest component of pay.
Our latest analysis of S&P/TSX 60 director compensation reviews pay levels, pay mix, equity vehicles, ownership guidelines, and currency practices.
Key Takeaways
• Pay levels: Median total compensation for the Model Director grew at a 3.7% compound annual rate from 2021 to 2025, reaching $335,236 in 2025.
• Pay mix: Equity represented 55% of the base cash and equity retainers in 2025, compared to 54% in 2024.
• Fee structure: No TSX 60 company paid board meeting fees, and committee fees represented 13% of Model Director pay; companies continue to move toward simpler, all-inclusive retainers.
• Equity vehicles: DSUs were used by 87% of TSX 60 companies, followed by common shares (32%) and RSUs (20%). Stock options were used by 5%.
• Ownership guidelines: The median director share ownership requirement increased from approximately $817,500 to $900,000, largely reflecting higher retainers and a 3x total retainer requirement. Most companies value holdings at fair market value, and four companies (BCE, CN Railway, Hydro One, and Intact Financial) require directors to hold equity after leaving the board.
• Canada vs the U.S.: Equity represents 55% of the Canadian retainer, compared to 60% among S&P 500 companies. Canadian guidelines are typically 3x the combined cash and equity retainer (median value of approximately $900,000), compared to 5x the cash retainer (approximately $550,000) in the U.S. 7% of S&P 500 companies have per-meeting fees.
• Currency: 67% of Canadian-resident directors are paid in CAD and 53% of U.S.-resident directors are paid in USD. Across all directors, 47% of companies pay in CAD, 33% in USD, and 20% use a residence-based approach.
What does this mean for boards?
The data points to continued movement toward simpler, equity-weighted director compensation. With total compensation rising steadily in small, regular increments, and ownership guidelines approaching $1 million, boards should regularly assess whether director pay remains competitive, aligned with shareholder interests and consistent with market practice.
Companies with U.S.-resident directors or significant U.S. operations should also consider whether their approach to currency and cross-border competitiveness remains appropriate.
Meridian Comments
Market practice is shifting toward long-term alignment through equity, streamlined fee structures, and meaningful ownership expectations. We expect boards reviewing director compensation for 2027 to weigh these trends alongside company size and complexity, director workload, and the competitive market for talent.
Methodology: The Model Director attends 8 board meetings, 5 HR Committee meetings, and 5 Audit Committee meetings. Where a Canadian-headquartered company pays in USD, amounts are converted to CAD at the Bank of Canada average annual rate for the study year. S&P 500 comparisons cover 500 U.S. companies.
1 Chair of the HR Committee and member of the Audit Committee