FAQs: Director Fee

1. Which boxes do I mark in the columns that are in Blocks B and C?

You do not need to mark any of the boxes in the columns in Blocks B or C, which are in the middle of the page.

2. Do I report my annual director fees or the total amount of income from director fees received during the reporting period?

Report the total amount of income from director fees that you received during the entire reporting period, not just the amount that you received in a calendar year.

3. What if I am paid in equity or an equity-related interest, rather than in cash?

Report the equity or equity-related interest that you hold. In Block A, indicate that the asset was paid to you as compensation for your board service:

    Wilson Widgets stock
    (compensation for board service)

In Block B, report the value of this asset. In Block C, report any dividends or capital gains accrued or received as a result of your ownership of this asset.

Normally, you do not need to report the value of the asset a second time in the “Other Income” column, even if you paid “ordinary income” tax upon receipt or vesting of the asset. However, if you have already sold, forfeited or otherwise disposed of the asset, you will need to report the director fees as income by reporting the value of the payment of this asset in the “Other Income” column and by identifying the payment as “director fees.” This will ensure that the form captures your receipt of the asset, even if you no longer hold it.

4. What if my director fees are deferred?

Whether or not your deferred fees are in the form of cash, equity or equity-related interests, you need to report these deferred fees. Report your financial interest in these deferred fees as a receivable. In Block A, describe the nature of your financial interest as “deferred director fees” and specifically identify the form that the fees will take (e.g., “receivable: Wilson Widgets stock,” “cash receivable,” etc.). In Block B, report the value of this financial interest. In Block C, mark the “None (or less than $201)” column because you have not yet received this payment, unless you have received dividends or similar payments (e.g., dividend equivalent units).

    Wilson Widgets, deferred director fees:
    stock equivalent units

Normally, you do not need to report the value of the asset a second time in the “Other Income” column. However, if you have already sold, forfeited or otherwise disposed of this financial interest, you will need to report the director fees as income by reporting the value of the payment of this asset in the “Other Income” column and by identifying the payment as “director fees.”

5. What if my director fees take a different form than those discussed in Questions 3 and 4, above?

If you have questions about how to report a complex financial arrangement such as this, contact your agency’s ethics official for guidance. Also, you may be able to extrapolate the proper reporting method from the answers to Questions 3 and 4. The most important thing is to be sure the financial interest or the director fee is captured in some way on the report. Later, your ethics official can work with you to ensure proper reporting before you finalize your report.

 

This guide is not intended to provide investment advice, and you should not rely on statements in this guide when making investment decisions.

Note: To return to the previous page, close this browser window.