Board Resolutions: Non-Employee Director Compensation Approval

Summary

This board resolutions template provides resolutions of the board of directors that address actions that the board, or a committee of the board, may decide to take regarding compensation of non-employee directors. Depending on the company’s procedures, the resolutions may be submitted to the company’s stockholders for their approval. This template includes practical guidance and drafting notes. This template assumes that the compensation committee of the board of directors will determine compensation. At some companies, this may be delegated to a different committee or the board of directors in general. For a template compensation committee resolutions approving the compensation of non-employee directors, see Compensation Committee Resolutions: Non-Employee Director Compensation Approval. For a template company equity incentive plan for employees and non-employee directors, see Equity Incentive Plan (Public Company)