When should you pay nonprofit board members?

Posted October 8, 2020

Most for-profit companies compensate the directors who serve on their boards. But not-for-profit board members generally serve on a voluntary basis. However, there are circumstances in which you might want to consider compensating those who serve on your board.

Advantages and drawbacks

Board member compensation comes with several pros and cons to consider. Your organization might, for example, find it worthwhile to offer compensation to attract individuals who are: prominent or bring highly specialized expertise; are expected to invest significant time and effort; or who represent diverse backgrounds. Also, if your nonprofit has a business model that competes with for-profit organizations, such as a nonprofit hospital, board compensation may be appropriate. In general, providing compensation can improve board member performance and promote professionalism. It may incentivize meeting attendance and accountability. But there are several drawbacks. First, it can look bad. Donors expect their funds to go to program services, and board compensation represents resources diverted from your organization’s mission. Further, there are legal and IRS implications. For example, in some states volunteer board members are protected from legal liability, while compensated members may not be.

Compliance matters

If you decide to compensate board members, make sure your arrangement complies with the Internal Revenue Code’s private inurement and excess benefit regulations, as well as the IRS rules about “reasonable compensation.” Failure to do so can result in excise taxes, penalties and even the loss of your tax-exempt status. Independent directors, an independent governance or compensation committee, or an independent consultant should set the amount of, or formula for, board compensation. Whoever sets the amount should be guided by a formal compensation policy and make the amount comparable to that paid by similar nonprofits.

Put it in your policy

Make sure your compensation policy includes four elements:

How compensating board members benefits your organization (for example, by allowing it to attract a member with financial expertise).
Which members are eligible for compensation (the chair, the officers or all members).
How compensation is structured (for instance, flat or per-meeting fee).
Expectations for board members in exchange for compensation, such as meeting attendance, qualifications and experience.

Also document all compensation discussions. This includes your board’s formal vote approving the policy and compensation amounts.

Arriving at an amount

If you decide to compensate board members, you may find the most difficult aspect is arriving at an amount. Contact us for help. We can make suggestions based on what comparable organizations pay as well as the nature of your nonprofit and its revenues.