Director Compensation Toolkit

Resources to assist a company in developing a director compensation program. These include resources addressing the terms of omnibus equity incentive plans, director compensation plans and award agreements, taxation of equity awards, compensation committee standards and trends in director compensation.

Practical Law Employee Benefits & Executive Compensation

Compensation programs for non-employee directors should be designed to:

  • Attract and retain qualified directors.

  • Align the interests of directors with those of shareholders.

  • Demonstrate to shareholders that the company is committed to strong corporate governance.

  • Foster director independence.

  • Set an example of best practices for management.

This Toolkit contains continuously maintained resources designed to help companies design and draft compensation programs for their non-employee directors that:

  • Meet the company's business objectives.

  • Comply with tax rules and other applicable laws.

  • Withstand shareholder scrutiny.


Practice Notes


Standard Documents and Clauses





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