Sourced NED fee benchmarks for UK listed boards and crypto firms like Coinbase, Robinhood and Galaxy, plus regulation, liability and how to build an offer directors accept.
The average non-executive director base fee at the UK's 150 largest listed companies is £80,888, with committee chair and senior independent director roles paid on top. Listed US crypto and fintech firms such as Coinbase, Robinhood and Galaxy pay their independent directors mostly in equity, with total annual packages typically in the low-to-mid hundreds of thousands of dollars. Private and VC-backed crypto firms usually pay far less in cash. That is why the fee is rarely what wins a strong director.
This guide sets out what the public data actually shows, how packages are structured, what regulators expect from independent directors at crypto firms, and how to put together an offer that a serious candidate will accept.
The best public benchmark for UK listed boards is the Spencer Stuart UK Board Index, which covers the top 150 companies with a premium listing on the London Stock Exchange. Its 2025 edition, based on annual reports published before 30 April 2025, found:
Committee work is paid separately. Spencer Stuart puts the average audit committee chair fee at £27,649 and the average member fee at £15,788. Risk committees, which are mainly found in financial services, carry the highest averages: £41,494 for the chair and £18,136 for members. That matters for crypto and fintech, where the risk and audit chairs do most of the heavy lifting.
These are FTSE 150 numbers. Smaller listed companies, AIM businesses and private companies pay less, and fees vary widely by company size, sector and jurisdiction. Treat them as a ceiling for most crypto firms, not a starting point.
The clearest public disclosures in the sector come from US-listed firms, which publish director pay in their annual proxy statements. The US model is very different from the UK one: modest cash, large equity grants.
Two details are worth noting. Coinbase discloses that some non-employee directors have waived their compensation entirely. Galaxy requires directors to build a shareholding worth the lesser of 50,000 shares or five times the cash retainer within five years. Both point to the same thing: at this level, ownership and alignment matter more to the board than the cash line.
Most crypto and digital asset businesses are private. They do not publish director pay, so there is no reliable sector-specific benchmark, and anyone quoting a precise "crypto NED rate" should be asked for their source.
The broadest public dataset is the 2025 Private Company Board Compensation Survey from Compensation Advisory Partners and Private Company Director. It covers 633 US private companies across all sectors, so treat it as directional only. It found:
In practice, private crypto firms tend to offer a lower cash fee and lean on equity, options or, sometimes, tokens to close the gap. That makes the non-cash elements of the offer, and how they are structured, far more important than at a listed company.
Figures below are as published by each source. They are not like-for-like: UK figures are averages in sterling, US company figures are policy amounts in dollars, and all of them vary by company stage and jurisdiction.
For executive pay benchmarks across digital assets and market infrastructure, see our compensation guide.
It depends on where the company is listed and how much weight it puts on independence.
In the UK, Provision 34 of the UK Corporate Governance Code 2024 says NED pay should reflect the time commitment and responsibilities of the role and should not include share options or other performance-related elements. Provision 10 lists participation in a share option or performance-related pay scheme as a factor that may call a director's independence into question. In November 2025 the FRC updated its guidance to confirm boards have flexibility to pay part of NED fees in shares, while keeping performance-related pay off the table for independent directors. An Institute of Directors paper published in 2026 suggests options, if used at all, belong mainly in private or smaller companies, detached from performance.
The US-listed crypto firms above take the opposite view: equity is the main event, on the basis that it aligns directors with shareholders.
Tokens raise their own questions. A director paid in a token the company issues or supports is exposed to the price of an asset the board itself oversees, which can make listing, treasury and disclosure decisions harder to judge independently. If tokens are part of the package, structure them like time-based equity: fixed value at grant, vesting over time, no performance triggers, and clear disclosure. For a director meant to be independent, a meaningful cash element remains the cleanest signal.
More than most candidates expect. The UK Code states that NEDs should have sufficient time to meet their board responsibilities, and under the EU's MiCA regulation, Article 68 requires members of a crypto-asset service provider's management body to demonstrate they can commit sufficient time to their duties.
Crypto adds load that a typical board does not carry: licensing applications, regulator meetings, custody and safeguarding reviews, market abuse controls, and incidents that arrive at weekends because markets never close. The 2025 private company survey above found 21% of directors now spend more than 100 hours a year on board work. Expect a regulated crypto firm, especially in its first years of authorisation, to demand at least that, and considerably more from whoever chairs audit or risk.
The bar is rising quickly in both the UK and EU.
The practical consequence is personal accountability. An approved chair or committee chair at a crypto firm is putting their own regulatory record on the line. The FTX collapse is the case every candidate has in mind: the incoming CEO told the court he had never seen "such a complete failure of corporate controls" (CNBC, 2022).
Liability is often the deciding factor for experienced directors weighing a crypto seat. Under the Companies Act 2006:
In practice, a credible offer includes D&O cover with limits appropriate to the business, a deed of indemnity to the extent the law allows, run-off cover after the director leaves, and the right to independent legal advice at the company's expense. Candidates should read the policy, not just the summary. Exclusions for regulatory investigations or digital asset losses can make cover much thinner than it looks.
Because for the people boards most want, the fee is a rounding error. A sitting CEO of a scaled exchange, broker or infrastructure business earns many times a typical board fee. What they are weighing is time, attention and reputational risk.
The data reflects this. Spencer Stuart found that only 24% of first-time FTSE 150 directors in 2025 were serving executives of another company, down from 48% in 2024. The UK Code also says a full-time executive director should not take on more than one FTSE 100 non-executive directorship or other significant appointment, so a sitting CEO has room for one serious seat at most.
When senior operators turn down board roles, the reasons are usually the same: the role is vaguely defined, the board feels symbolic, information flow is poor, or the regulatory exposure outweighs what they would learn. Sam explores this in more depth in his newsletter, why 20k board fees aren't enough for some CEOs.
Start with why the role exists, not with the number.
Spearpoint runs board and senior executive searches across digital assets and crypto, and we will tell you plainly if your package or board set-up is likely to put off the people you want. If you are building a board ahead of authorisation, talk to us early.
At the UK's 150 largest listed companies, the average NED base fee was £80,888 in the 2025 Spencer Stuart UK Board Index, ranging from £48,118 to £174,500. Committee chairs and senior independent directors receive extra fees on top. Smaller listed, AIM and private companies typically pay less, and fees vary widely by company size, sector and stage.
US-listed crypto firms lean heavily on equity. Coinbase pays non-employee directors entirely in RSUs, while Robinhood and Galaxy combine a cash retainer with annual share awards. UK governance guidance discourages share options and performance-related pay for independent NEDs. Where tokens are used, they should be time-vested, fixed in value at grant and fully disclosed to protect independence.
Under the FCA's cryptoasset regime, due to start on 25 October 2027, authorised crypto firms fall under the Senior Managers and Certification Regime. The board chair is an approved senior management function, and at Enhanced firms the committee chairs and senior independent director are also approved roles. The Conduct Rules apply to all non-executive directors.
Ask for directors' and officers' insurance with limits suited to the business, a deed of indemnity to the extent the Companies Act 2006 allows, run-off cover after you leave and access to independent legal advice. Read the policy itself, because exclusions for regulatory investigations or digital asset losses can make the cover far narrower than the summary suggests.
For senior operators the fee is small relative to their pay, so they weigh time, attention and regulatory and reputational risk instead. Poorly defined roles, symbolic boards and weak information flow are common deal-breakers. The UK Corporate Governance Code also limits full-time executive directors to one FTSE 100 non-executive directorship or other significant appointment.