Board of Director / Advisor Compensation for Small Business

Board of Director / Advisor Compensation for Small Business

Rental Property Investor · Bow, NH · Member since 2016 · 216 posts · 185 votes

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.

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  • Chris SeveneyBusiness Member
    Moderator
    Investor · VA · Member since 2015 · 21k+ posts · 19k+ votes
    1y
    Quote from @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.


     How much did the angel investor put in vs. you and was making him chairman part of the deal - you should never give up being chairman of the board.

    For a board on a small business it should be in your bylaws / operating agreement. We do not compensate our board members at all. Especially for meeting a few times a year.

    7e investments53 Reviews
  • Rental Property Investor · Bow, NH · Member since 2016 · 216 posts · 185 votes
    1y

    He put in 80% and I put in 20%.  He owns 19.9% I own 80.1%.  His investment is a loan at very favorable terms compared to a bank (no personal guarantee, rate less than the banks, etc.).  Being chairman was a non negotiable in his offer and it was put into our operating agreement.  Our operating agreement limits his involvement as chairman to creating the agenda for quarterly meetings (with my input) and acting under the responsibilities as a manager on the board of managers.  He can't do business on behalf of the company without my involvement. 

    In our bylaws it states that if we can't agree on board comp we will hire a 3rd party HR firm to perform a salary study.  At this point in the game I feel we are blowing money if that's how we choose to spend it.  I am hoping to get enough knowledge to come up with a solution amicably without going down this route.

    Thanks for the reply Chris.
     

  • William WhitleyBusiness Member
    Accountant · TN · Member since 2025 · 146 posts · 92 votes
    1y

    Good evening, Dan,

    This is an interesting situation. Since you have a board and an operating agreement that appears to address this issue, it seems to me that the method for determining compensation should come up as an agenda item at the next board meeting. Someone on board would typically make a motion about compensation of the chairman and the various board members, and there would be discussion. Subsequently it would be voted on by the members of the board. After all, the purpose of the board in part is to make these decisions, not on feelings, but on what is in the best interests of the company.

    I hope that helps. 

    Accountable Balance Bookkeeping, LLC
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