Director Compensation

Director compensation is the pay non-employee members of a company’s board receive for their board service. It is disclosed in a table of its own, separate from the Summary Compensation Table and the other executive pay tables, because the people it covers are not executive officers and their pay is structured differently.

The table covers only directors who are not employed by the company. A director who is also an executive officer — a founder who remains chief executive, for instance — receives no separate compensation for board service, and the pay that director receives for their executive role appears in the executive tables instead. That is the usual reason a name on the board list is absent from the director compensation table.

The pay is built from a small number of components. A cash retainer is paid for board service, and additional retainers are typically paid for serving on a committee and a larger one for chairing it. Where the board chair or a lead independent director role is separate from the chief executive, it usually carries its own premium. Meeting fees, once common, have largely been folded into the retainers at most large companies, so a director’s cash pay no longer depends on how many meetings were held.

Equity is usually the other half of the package. Most companies grant directors restricted stock units on a fixed annual schedule, and the shares typically vest within a year or are deferred until the director leaves the board, which is a much shorter horizon than executive grants. Many companies also set stock ownership guidelines requiring directors to hold a multiple of their annual equity award for as long as they serve, and some allow directors to elect to defer cash fees into share units instead of receiving them.

The program is set by the board or one of its committees, often with the help of an outside compensation consultant, and is usually benchmarked against the director pay of a comparable set of companies. Some companies also adopt an annual limit on the total value a director may receive in a year, which can be a response to litigation or investor pressure questioning the size of director awards rather than a feature of the underlying program.

Director pay is far lower than executive pay at nearly every company, which is part of why it draws comparatively little attention. What does attract attention is anything unusual: a director award that is out of line with the rest of the board, a mid-year change to the program, or a director showing no compensation at all. Those details are worth reading rather than skipping, because director pay is generally not performance-linked and therefore a change in it usually reflects a change in how the board values its own time.

One important boundary is that the say-on-pay vote does not apply here. That advisory vote covers the compensation of the named executive officers, and it does not extend to director pay, which shareholders do not vote on directly. Shareholder proposals on director compensation do appear from time to time, and a company’s response to one is disclosed in the proxy, but the ordinary say-on-pay vote is not a referendum on the board’s own pay.

Reading the table well means reading its footnotes and the narrative description of the program alongside it. Amounts are reported per director for the fiscal year, with equity valued at the grant date, and a director who joined partway through the year will show amounts that reflect only part of a year of service. The per-director pattern across a board — who receives committee premiums, who chairs what, and who receives nothing — is often more informative than any single row.

Marvell director Brad W. Buss received $435,613 in total board compensation for fiscal 2026: $171,806 in cash fees plus $263,807 in stock awards.