Board of Director Compensation Consulting

Pay Starts with Z™

Compensation for Governance

Our board of directors compensation services ensure that you are able to attract the right caliber of directors, and develop commensurate pay for good governance. 

Your board of directors (BOD) serves as your organization’s fiduciaries and its stakeholder representatives. It also performs another crucial role: ensuring that your company is a good corporate citizen. But there are risks associated with directorships, and BOD compensation is under increasing scrutiny from legal entities, regulatory agencies, and the media. 

To help you attract the right talent for your board, we offer board of director compensation services steeped in 20+ years of experience with public, private, and not-for-profit organizations.

Board of Directors Compensation Experts


Zayla’s team is experienced, having been at the forefront of boardrooms and courtrooms to advise on compensation and governance programs that avoid pitfalls and incorporate market best practices.

Find out more about what makes Zayla different.

Zayla's Approach to Compensation for Directors

Our plans aren’t middle-of-the-road, temporary solutions based solely on what your competitors are offering. We create policies custom-tailored to your organization that account for good pay for governance practices such as board retainers, meeting fees, chairperson premiums, equity retainers, deferred compensation, and more. 

We have decades’ worth of practical knowledge in quantitative benchmarking, as well as surveys, audits, filing reviews, and analysis of market-competitive processes. Using this information, we create detailed recommendations for plans that appeal to top talent. The result? Your organization is matched to the most effective leadership. 

Why We Offer Governing Board Compensation Services

You need a board of directors that can evolve with the times and shepherd your organization in developing goals that align with your mission. Board diversity is also critical in improving your environmental, social, and governance (ESG footprint). Given increased board responsibilities and risk, aligning market competitive board pay for governance is at a premium.

At Zayla, we have a long track record of developing compensation programs that draw reliable and forward-thinking board members to your organization.



  • Developing a compensation philosophy that aligns compensation with your Company’s mission, vision, and goals
  • Market competitive board of director compensation analysis
  • Board and comp committee governance
  • Regulatory compliance (CD&A, Say On Pay, Pay vs. Performance, Risk Assessments)

Our Approach:


Learn your culture, competitive environment, and talent needs.


Fine tune market analysis and tailor to your long term goals.


Recommend strategies that unsure ad ensure long-term success.


Boardroom feedback helps us further and finely tune things.


We explain the why, not just how much, then help you execute.

Director Compensation FAQs

For public companies, we recommend an annual review. This ensures that your BOD compensation practices are in line with the marketplace and support your organization’s strategic goals. 

This is a committee within your BOD that serves a few important roles. They recommend approval of compensation for your CEO and other executives. They also make recommendations for compensation within your BOD.

Even without the current focus on ESG or regulatory requirements, board diversity is extremely important. Studies have demonstrated that companies with the most board diversity have created greater value within their organizations. Without diversity at the board level, organizations put themselves at a competitive and legal disadvantage.

The board itself, through its compensation committee, usually determines its own salary. It’s good governance to engage an independent adviser to relieve any self-dealing optics or realities.

A Compensation Discussion and Analysis (CD&A) is required by the SEC for any organization’s annual proxy statement. Among other topics, it explains the company’s compensation philosophy, outlines the compensation committee’s role in determining pay, and shows the correlation between business strategy and executive pay.

We develop compensation plans that incorporate ESG to inspire your team to do better—for the organization, your customers, and the community.  Poor ESG performance can lead to a variety of problems, including legal action and its associated costs, and sinking share prices. But beyond its financial impact on a company, focusing on ESG is simply the right thing to do. From customers to investors, today’s stakeholders are more interested than ever in policies that protect the environment, promote community, and demonstrate good leadership.