CEO Compensation Approval Template (with Recusal)
Template — not legal advice. Check your charter, bylaws, compensation committee charter, and investor rights agreement for who approves executive compensation, and talk to counsel about tax treatment of any equity. Prepared Board records the decision; it does not benchmark pay.
When the CEO is also a director, the CEO discloses and recuses from deliberation and the vote on their own pay. Record the recusal on the decision itself.
Fill this in
| Field | Entry |
|---|---|
| Company / effective date | |
| Recommending body (compensation committee or full board) | |
| Base salary (current → proposed) | |
| Target bonus and metrics | |
| Equity (shares, exercise price, vesting) — see option grant template | |
| Benchmark source used | |
| CEO-director disclosed and left for deliberation? (Y/N) | |
| CEO-director recused from the vote? (Y/N) | |
| Other interested directors (Y/N, names) | |
| Vote: date, outcome, recused names |
Resolution (fill brackets)
RESOLVED, that upon the recommendation of [the Compensation Committee], and with [CEO NAME] having disclosed an interest and recused from deliberation and the vote, the Board approves for [CEO NAME] an annual base salary of $[AMOUNT] effective [DATE] and a target bonus of [__]% of base salary, payable on the metrics in the materials dated [DATE].
RESOLVED FURTHER, that any equity award to [CEO NAME] is approved only as set forth in a separate grant resolution with its exercise price supported by a current valuation.
Checklist
- Committee recommendation and benchmark in the pack.
- CEO-director recusal stored on the decision (RECUSED), not only in minutes prose.
- Executive session used for deliberation if your board does that; minutes say so.
- Equity handled through the 409A and option grant template.
- Signed offer or comp letter attached as closure evidence.
See it in Prepared Board
Northlight Robotics has no seeded compensation decision. The recusal mechanics are the same as on "Authorize negotiation of the Series B term sheet," where Gwen Park's Tidewater conflict is disclosed before the vote. Sign in as a sample board (see /sample-decision) (password on /facts) or open /pack/demo-pack-northlight-q4. A RECUSED state on a closed decision is what the chair-path closed-record line names.
Related: Recusal record · How to handle a director recusal · Venture-backed board governance.
Product claims stay within /facts and /agent-facts.json.