Director vs. Officer: What’s the Difference?

When you form a corporation, you must appoint a board of directors. Though their size and makeup differ from company to company, every corporation has must have one. Unfortunately, there are no hard and fast rules about structuring a board of directors, a fact that leaves many new business owners uncertain about exactly how to organize their upper management.

Generally, the board of directors is responsible for making major business and policy decisions and the officers are responsible for carrying out the board’s policies and for making the day-to-day decisions.

Difference Between a Director & Officer and Their Roles

What is an officer?

Officers are executive leaders hired to oversee the daily operations or an organization. They function as managers for departments and department leaders.

Common officer positions within a corporation:

What is a director?

A director is a company leader selected by and accountable to shareholders. Directors are responsible for the financial well-being of an organization. They help shape a company by appointing officers to run the daily operations while the directors manage the long-term vision and strategic investments for an organization. They act in the interest of shareholders and communicate with officers to gain insight on how a company functions. Directors are also responsible for setting policies for an organization including product pricing, employee wages and monetary investments.

Companies hire a specific number of directors that make up a board, each with specific roles. Generally, a board consists of three types of directors:

Director vs. officer education

While there is no specific degree program required for either a director or an officer, both positions are usually filled by professionals with some level of educational experience. CEOs often come from a background in business studies. Large corporations may look for individuals with an MBA before choosing someone to move forward in the hiring process. Since a director may fill a place on the board in a different industry than their professional expertise, these positions can be based more on experience within the workplace than a formal education within a certain field.

Director vs. officer salary

Directors work in a supervisory role governing the general outlook of the company so their wage differs from the pay provided for officers responsible for the daily operational management of an organization. While a CEO earns a salary with benefits, board members may be compensated in various ways including shares in company stocks, fees for serving a set term on the board and other financial returns.

Director vs. officer in public and private companies

In public companies, directors are guided by governmental rules and regulations. The board of directors must follow certain guidelines from the Securities and Exchange Commission unless an organization is a non-profit or privately run corporation. However, some private businesses or not-for-profit groups still choose to use the structure of directors who govern the organization and officers who oversee daily operations.

In public and private companies, officers reflect needs of the corporation and function as top-level employees. While public company CEOs undergo scrutiny from the board of directors, they also maintain a level of autonomy to make decisions for the company. In private organizations, the CEO may also function in a director role to oversee more large-scale planning and decision-making for the business. In public companies, the CEO is expected to function independently from the chairman of the board to help maintain a balanced system.

Becoming a director vs. becoming an officer

To earn their job as an officer, many professionals gain years of work experience in their field. After moving up through supervisory positions and taking on more authority, a business professional may earn the role of CEO or chief financial officer within their company or with a different organization in the same industry. Directors are typically appointed to their position by shareholders after serving as an officer or upper-level manager. Like officers, they are sometimes selected from among the staff of an organization or they may be chosen for their professional expertise from a different field.


What is the difference between an officer and a board of directors?

Generally, the board of directors is responsible for making major business and policy decisions and the officers are responsible for carrying out the board’s policies and for making the day-to-day decisions.

Can officers and directors be the same?

Governing documents often provide that the offices of secretary and treasurer may be held by the same person. Sometimes governing documents require that certain officers already be directors of the association; however, in theory, the directors may be entirely different people than the officers.

What is a director or officer?

Directors are responsible for supervising the activities of the corporation and for making decisions regarding those activities. Officers are responsible for the day-to-day operation of the corporation.

Is a president a director or officer?

The appointing of officers is done by the Board of Directors of the company. The most notable officer titles are President, Vice President, Secretary and Treasurer.

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