Compensation of the Director

Compensation of the Director

October 28, 2020 by investor

In setting up the board for a startup, it’s important to set the compensation policy for the directors.

While some candidates will join the board for no monetary compensation, most people will require some compensation.

Here are some key points to consider when setting the policy:

– Tie the director’s compensation to an evaluation of performance
– Use equity to conserve cash
– Vest that equity over time
– Use option grants similar to employees which often have a 4-year vesting period
– Grants are often in the ½% to 1% range of total outstanding shares
– Consider market rates and keep the compensation within limits
– Set rules around expense reimbursement
– Write out the compensation so there’s no misunderstanding later
– Include what happens in change-of-control and other situations


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