How to Compensate Your Advisory Board and Board Members

A founder’s guide to equity, expectations, and incentives that work - from Seed to Series C and beyond

You’ve found the right people - advisors with deep industry insight, operators with scaling experience, and independent directors who’ve been where you’re going.

Now the question is: How should you compensate them?

Startups often underthink this, especially in the early stages. But how you structure incentives - especially equity - plays a big role in whether your advisory board or formal board will be engaged, effective, and long-term aligned.

Here’s how to think about compensation for both advisory board members and independent directors - and how it evolves with stage and scope.

Equity vs. Cash: The Basics

  • Advisory Board Members are typically compensated with equity only (no cash), especially in early stages.

  • Board Directors may receive equity and/or cash, with cash becoming more common in later stages (post-Series B/C or Pre-IPO).

  • Equity is often structured using vesting schedules, typically over 2 years for advisors and 3-4 years for board members.

  • Compensation levels depend on stage, scope of involvement, and strategic value - not titles alone.

Compensation Benchmarks by Stage

Advisory board (Equity Range)

Pre-Seed / Seed

0.10% - 1.50%

Series A

0.05% - 1.0%

Series B

0.02% - 0.50%

Series C / Pre-IPO

0.01% - 0.15%

Public Company

N/A

Independent Board Member (Equity & Cash)

Pre-Seed / Seed

0.25% - 2.00% equity  Typically no cash compensation

Series A

0.25% - 1.50% equity  Some start adding modest cash ($5K-$15K/year or per meeting stipend)

Series B

0.25% - 0.75% equity  Cash more common ($15K-$25K/year), possibly per-meeting stipends

Series C / Pre-IPO

0.15% - 0.50% equity  $25K-$50K/year cash + equity, often tied to committee work or lead roles

Public Company

Standard director comp packages: $50K-$100K+ cash + equity (stock or options), per public benchmarks

Note: Advisory equity is typically granted via advisor agreements and often includes a 2-year vesting schedule. Board equity may be granted as options (ISO/NSO), RSUs, or direct stock, depending on stage.

How to Match Compensation with Contribution

Rather than assigning equity based purely on title, consider the type of contribution they’re making:

Light-touch advisor

0.10% or less

Intro calls, occasional emails

Tactical domain expert (e.g. GTM)

0.15% - 0.30%

Bi-monthly calls, specific support, hands-on sparring

Strategic, multi-functional advisor

0.30% - 0.50%

Recurring advisory cadence, introductions, active strategic input

Independent board member (early)

0.25% - 1.00%

Strategic governance, board meeting cadence, investor alignment

Independent board member (growth)

0.25% - 0.50% + cash

Governance, committee work, CEO support, exit prep

Best Practices for Structuring Incentives

  • Use a vesting schedule: Avoid upfront grants. Standard for advisors is 2 years (e.g. 25% after 6 months, monthly thereafter).

  • Define scope and expectations upfront: Use a written agreement that outlines cadence, responsibilities, and confidentiality.

  • Review and refresh: Equity can be revisited or extended if the relationship deepens. Or rolled off if inactive.

  • Keep the cap table in mind: Allocate a clear portion of your option pool for advisors and board members (1-2% total is typical).

  • Don’t over-index on “big names”: Relevance, responsiveness, and real support > credentials.

Why It Matters

The right compensation structure makes it clear: you value their time, insight, and impact. It also aligns incentives for the long term - which matters more than ever when you’re asking people to contribute at speed and with purpose.

Great advisors and board members don’t work for the upside alone - but fair and thoughtful compensation ensures you’re setting the tone for a professional, committed relationship.

At OPERATORS, we help startups design structured, high-leverage boards and advisory boards - and we guide you on compensation that matches contribution and stage.

Because alignment isn’t just cultural - it’s economic too.


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