Read this first: This is a general reference, not legal advice. The duties below are the standard framework; the pay figures are drawn from published 2025–2026 compensation surveys, listed at the foot of the page.
What follows is the general framework. It holds whether the board belongs to a nonprofit or a company, and Michigan law tracks it closely. Anyone offered a board seat — or thinking of offering one — starts here.
1. Duty of care. Do the work the way a prudent person runs their own affairs. Attend the meetings, read the material before you vote, ask questions when the numbers don't parse, and rely on experts — accountants, lawyers, staff reports — where that reliance is reasonable. Sleeping through governance is the breach, not making an honest mistake.
2. Duty of loyalty. While you sit on a board, the organization's interest comes ahead of your own. No side benefits, no steering business to yourself or your friends. When a matter touches you, declare the conflict and leave the room. Confidentiality lives inside this duty: what the board discusses stays inside.
3. Duty of obedience. Keep the organization true to its stated mission, its own bylaws, and the law. A board may not spend the outfit's assets outside its purpose, however attractive the opportunity looks.
Pay depends almost entirely on the kind of board.
Nonprofit boards — mostly nothing. About 97–98 percent of charities pay their directors nothing at all; service is volunteer, with travel and expenses reimbursed. Where nonprofits do pay, the scale runs by size:
Two cautions ride with nonprofit pay. A stipend over $500 a year removes the federal Volunteer Protection Act shield — a paid director carries more personal exposure than a volunteer. And director pay at a nonprofit is public: it is printed on the Form 990 anyone can read.
Private company boards — real money, middle range. About 90 percent of private companies pay their directors (Compensation Advisory Partners / Private Company Director survey, 2025; 633 companies). Median total pay is $50,000 a year, with a median cash retainer of $38,800. Retainers scale with company size — about $30,000 at companies under $10M in revenue, up to $65,000 above $1B. Where meeting fees are used, they run $1,500–$5,000 per meeting. Committee and chair seats pay premiums on top.
Public company boards — the top of the market. The S&P 500 median is about $325,000 a year per director — roughly $105,000 in cash retainer plus $190,000 in stock. The broader Russell 3000 median is about $257,000. Spencer Stuart's 2025 U.S. Board Index puts the S&P 500 average at $336,352.
How to read an offer against this scale: a nonprofit seat at $0 plus expenses is the normal market, not a slight. A private-company retainer under about $20,000 sits below the floor serious boards pay to attract outside directors. Either way, the D&O cover and the indemnification tell you more about a board's seriousness than the stipend does.
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