WTW recently conducted its 2025 Non-public Insurance Board of Director Compensation Survey. This second edition (first conducted in 2023) offers insights into board pay levels and policies for non-public insurance companies including mutuals. Our survey is a “flashlight in a cave” and we know clients have found it useful in understanding the market for mutual board pay. But this clarity has also served to highlight differences between the public and non-public insurers that can be otherwise hard to reconcile.
We find that common compensation philosophies that are relatively straightforward to apply in executive benchmarking (e.g., targeting the median total compensation) are not at all straightforward in the context of board pay. In our work with clients, we have seen boards take various approaches as they review benchmarking information, often using several data sets which can differ dramatically from one another.
About three-quarters of non-public insurance companies use comparator data that includes public companies, according to WTW’s 2025 Non-public Insurance Board of Director Compensation Survey. More than half include a combination of both public and non-public companies.
Many mutual insurance companies consider public companies to be a part of their competitive market for board talent, and public disclosures make this data source readily available. Making compensation decisions in this environment often involves being comfortable using assumptions or triangulation between disparate reference points.
Historically, some mutual companies have referenced only the cash compensation data of a public company comparator set because mutuals do not have the ability to grant equity like their publicly traded counterparts.
However, in the past few decades, cash as a percentage of total compensation at public company boards has fallen from 48% in 2009 to 37% in 2024, with an increase in the use of equity compensation. So, if a mutual company targeted the same public company cash compensation positioning in 2024 as they did in 2009, their positioning against public company total compensation data would have fallen more than 10 percentage points during that 15-year period.
There are a variety of reasons why mutual company stakeholders may be comfortable with some gap to public company pay. Mutual board members do not face stakeholders or the same burden of public reporting as public boards. However, for more complex, multi-line mutuals, targeting pay at less than median of public boards may not be enough to attract and retain board candidates with the desired experience and skills.
Looking ahead, mutuals may no longer be falling behind; rather, they may be playing catch up. From 2023 to 2025, we observed a 10% increase in median board retainers for the total sample of non-public companies. This was even more pronounced at 20% when evaluating on a constant sample basis.
We also noted that almost one-quarter of the companies in our sample use an equity-like award as part of their directors’ compensation, an increase from 9% in 2023. Using parent-company or phantom equity awards may be another approach to close the competitive gap to public companies.
We work with insurers to understand what market data is most useful for their board. Sometimes, this means having multiple comparator sets to reflect the breadth of the board talent market.
Having both reference points can help boards understand their positioning and make decisions that are right for their organization. While boards should consider alignment with the organization’s executive compensation philosophy, the differences in market practices and data sources may not allow for dogmatically following the same processes.
Board compensation can be a challenging agenda item in any organization, but especially for mutual insurers. This makes it critical to bring the most appropriate data and extensive industry experience to these conversations.
