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Can you sit on a board there?
Pick a market. You get the residency test, the nationality test, the work-authorisation position, the appointment steps in order, and the frictions that actually delay appointments — each cited to the instrument that creates it.
Choose a market
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Open to foreign directorsUS
Neither federal securities law, the listing standards nor Delaware corporation law imposes any citizenship or residency test on a director of a US public company.
- Residency test
- None.
- Nationality test
- None.
- Work authorisation
- A foreign national attending board meetings usually travels on a B-1 business visa or under the Visa Waiver Program; board attendance is a recognised permissible business activity. An executive or interim operating role requires work authorisation.
- Board language
- Board process is in English.
- Tenure limit once appointed
- None, and none is proposed. Long tenure is a live proxy-adviser and institutional-investor issue rather than a rule, and is raised at annual meetings rather than enforced.
- Time commitment
- Typically 5–8 board meetings a year plus committee meetings and continuous between-meeting engagement; audit-committee chairs of listed issuers carry a materially heavier load.
- What a seat pays
- USD 250,000 – 350,000 a year in total compensation for an S&P 500 director, typically split between a cash retainer and restricted stock; small and mid-cap boards land nearer USD 120,000 – 220,000.
- Tax on your fees
- Fees and equity for services performed in the US are US-source income for a non-resident, with treaty positions and equity vesting creating genuine complexity — take advice before accepting equity compensation.
The appointment steps, in order
- 1Board or shareholder election under the company's bylaws, and a completed D&O questionnaire
- 2Independence determination by the board against the applicable exchange standard, affirmatively made and disclosed
- 3Section 16 filings — Forms 3, 4 and 5 — via EDGAR, which requires personal EDGAR credentials obtained in advance
- 4Sector clearance where applicable: CFIUS considerations, and government-contracting or defence facility clearance requirements
What actually gets in the way
- Obtaining EDGAR filing credentials for a non-US individual takes longer than most appointment timetables assume
- Director compensation includes significant equity, which creates US tax filing and reporting exposure for a non-resident
- In defence, critical technology and critical infrastructure, foreign national board participation raises genuine national-security review questions
- Securities-litigation exposure is materially higher than in any other market on this exchange
The instruments behind these answers
- NYSE Listed Company Manual Section 303A.01 — Listed companies must have a majority of independent directors, with independence affirmatively determined by the board. (New York Stock Exchange)
- Nasdaq Listing Rules Rule 5605(b)(1) — A majority of the board must be independent directors, with independent directors holding regularly scheduled executive sessions. (Nasdaq)
- Securities Exchange Act Rule 10A-3 — Every member of a listed issuer's audit committee must be independent, may not accept consulting or advisory fees from the issuer, and may not be an affiliated person of it. (SEC)
- Sarbanes-Oxley Act 2002 s.407 — The issuer must disclose whether the audit committee includes at least one audit committee financial expert, and if not, why not. (SEC)
- Delaware General Corporation Law — Establishes the fiduciary duties of care and loyalty owed by directors, the business judgment rule, and the entire-fairness standard for conflicted transactions. There is no residency or citizenship requirement for directors. (State of Delaware)
Reviewed against primary sources in August 2026. This is governance decision-support, not legal or tax advice. Rules change and transitional provisions frequently apply — verify against the primary instrument before you rely on it.
Eligibility is only the first question
Being allowed to sit on a board there is not the same as being read for one.
The mobility index answers the second question: whether your record is legible to a board in that market, whether you hold what it is currently short of, and whether you can do the job in the language its board works in.