Board of Director / Advisor Compensation for Small Business

[Dan Thomas]

Looking for some insight.  This is more business related than real estate related but I'm sure there are folks on here that can help me!

  I recently took an "Angel" Investor for my small business in an effort to grow.  We disagree on how the board of managers should be compensated.  He negotiated a spot as chairman of this board and feels he is due compensation in addition to his equity.  The rest of the board is asking for merch and product in return for their time.  This is a very small start up Brewery with very little income currently.  Does anyone have experience on how compensation for this may look?  He wants options....He has a non dilute clause so his options would come from my equity which I don't want to give up for obvious reasons. 

The specific authority of this board per our operating agreement are as follows:

(1) Approval of annual (or semi-annual) budget submitted by the Chief Executive
Officer.
(2) Setting compensation for Officers.
(3) Setting compensation for Managers.
(4) Approval of profit distributions and profit and loss allocations to the Members.
(5) Quarterly review of the profit and loss statements and balance sheets.
(6) Review and audit of year end financials.
(7) Approval of any single expenditure over $10,000.
(8) Approval of new hires. Approval should be limited to approval of the number of
hires, not the interview of the particular candidate.
(9) Approval of any new members.
(10) Approval of any contract or lease entered into by the Company involving a
financial exposure in excess of $10,000.
(11) Approval of any sale or divestiture of company assets.
(12) Approval of any declaration of bankruptcy.

We have agreed at the board level that we would meet quarterly in person but that isn't specified in our operating agreement and I suspect the rest of the board would prefer to meet virtually.

Any insight on what normal compensation for this type of arrangement would look like would be greatly appreciated.