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2024 Canada Spencer Stuart Board Index Snapshot

June 2025

For the 28th consecutive year, Spencer Stuart has analyzed the board composition, compensation and selected governance practices of the CSSBI 100 (see Appendix), a representative sample of Canada’s largest publicly traded companies, with revenue exceeding $1 billion.

The 2024 Canada Spencer Stuart Board Index Snapshot spotlights the incoming class of non-executive directors (NXDs), measuring board turnover, progress on board-level diversification and representation by historically underrepresented groups, drawing on enhanced company disclosure and Spencer Stuart’s proprietary database.1

Board compensation practices and benchmarks for the CSSBI 100 are also presented for NXDs and board chairs, committee chairs and committee members.

Board turnover remains steady

In 2024, 95 new NXDs were appointed by CSSBI 100 boards, for a 10% turnover of NXDs across the entire index, consistent with the five-year average. Two or more NXDs were appointed to 27% of CSSBI 100 boards, a sign of more accelerated renewal on some boards. More extensive board changes at several CSSBI 100 companies — such as three or more NXDs appointed — were often forced by investors.

10%

turnover of NXDs across the entire index, consistent with the five-year average

68%

of NXDs appointed in 2024 had experience in the company’s industry or allied sector

46%

of all CSSBI 100 directorships were held by board members representative of historically underrepresented groups

Boards added more company sector experience

The majority of NXDs appointed in 2024 (68%) had experience in the company’s industry or allied sector, compared to prior years (2017 and 2018) when they were roughly balanced with backgrounds from a different industry.

Historically underrepresented groups lead in new NXD appointments, driving their overall representation higher

Over half (56%) of all NXDs appointed in 2024 were representative of historically underrepresented groups, marking the fifth consecutive year that they constituted at least half of all new board members. Nearly half (46%) of all CSSBI 100 directorships were held by board members representative of historically underrepresented groups — close to 30% more than in 2020.

56%

of all NXDs appointed in 2024 were representative of historically underrepresented groups

45%

of new NXDs were non-residents of Canada

39%

of all CSSBI 100 directorships were held by women

Cross-border director recruitment increased, with a high proportion of recruits from historically underrepresented groups

Close to half of new NXDs (45%) were non-residents of Canada, an increase from 38% in 2023 and just under the five-year high (47%) in 2021. A significant proportion (62%) of the non-resident NXDs were from historically underrepresented groups, with most coming from the U.S.

Representation of women continues to increase

Thirty-nine percent of all CSSBI 100 directorships were held by women, close to 25% higher than in 2020. In 2024, 15 boards had at least an equal number of men and women, with a few having a greater proportion of women. Another 32 boards were close to having an equal proportion of women compared to men.

Compensation Practices and Benchmarks

Spencer Stuart presents its annual review of board compensation for the CSSBI 100, including benchmarks for committee chairs and committee members. Amounts are presented in $CAD unless otherwise noted. Board compensation paid in $USD was converted using average exchange rates for 2024 from the Bank of Canada.

$240,000

The median annual director retainer, including equity

$420,000

The median total board chair compensation

Non-executive directors

The vast majority (97%) of CSSBI 100 companies used “flat fee” structured annual NXD retainers (i.e., inclusive of per meeting fees). The median annual director retainer, including equity, was $240,000.

Board chairs

All-inclusive remuneration (i.e., a single board chair retainer or the standard annual director retainer plus an additional board chair retainer) applied to 95% of CSSBI 100 companies. The median total board chair compensation was $420,000.

Committee member retainers

More than half (57%) of CSSBI 100 boards scheduled committee member retainers in their NXD pay mix.

Committee member retainers (median)

* Nominal $


Committee chair retainers

Committee chair retainers were commonly tiered, as reflected in the medians for three board committees.

Committee chair retainers (median)

* Nominal $

1  “Historically underrepresented groups” refers to directors of CSSBI 100 boards self-identifying as one or more of the following: Designated Group (women, Aboriginal peoples, members of visible minorities, persons with disabilities), as defined in the Canada Employment Equity Act; LGBTQ2S+; other historically underrepresented group(s), as indicated in company disclosures via director self-identification.


To view the Appendix: 2024 CSSBI 100 Companies, download the full snapshot.