A board-level offer rarely turns on salary alone. The real value usually sits in change of control, equity, bonus discretion, severance, board exit mechanics and post-termination restraints.
Common scenario: the headline package looks strong, but the service agreement says "good leaver" is discretionary, bonus is committee-led and the non-compete runs after garden leave. That is when you need full contract analysis, not a headline skim.
Use this page to compare the executive issues, then review your employment contract pack in full alongside any restrictive covenants and equity documents.
Term, notice, severance and side promises split across the pack.
Options, LTIPs, buybacks and the definitions that decide leaver status.
Board resignations, announcements, references, PILON and the real exit package.
Conflicts, approval risk, insurance and any lawful indemnity or defence-cost wording.
A written statement or service agreement is only the starting point. Senior executive value often sits in the documents the main contract quietly refers to but does not fully explain.
Senior executive terms are often split across several documents so that the headline agreement stays short while the real economics sit elsewhere.
For a broader starting point, compare Employment Contract Review UK, the employment contract clauses checklist, the probation and notice guide and the restrictive covenants guide.
Employment terms can sit in several places, not only the written statement. Company law also requires director service contracts, or a written memorandum of their terms, to be kept available for inspection. At executive level, both points matter because the employment bargain and the company law overlay sit side by side.
Upload the service agreement, offer letter and supporting papers together. The real economic terms often sit in the documents that are easiest to overlook.
Standard employment checks are not enough at board or near board level. The role usually carries three overlapping legal and commercial relationships.
A senior executive often signs an employment bargain, takes on office holder obligations as a director and joins a separate capital or incentive arrangement.
Even a detailed service agreement will not replace the general duties owed by a director to the company. Outside investments, advisory roles and side positions should be dealt with expressly, not left to informal comfort.
If the guaranteed term, taken together with the notice the company must give, can run beyond two years, member approval may be needed. That point can be missed where the draft looks shorter than it really is.
Insurance, indemnity and advancement of defence costs are not the same. A broad promise to protect the executive against every loss can sound reassuring while saying very little that will help when a claim appears.
Better drafting separates the insurance position, the indemnity position and the limits set by statute.
Senior autonomy can affect how working time rules apply, but it does not make an open ended hours clause commercially harmless. Travel burden, weekend availability, global reporting lines and family or portfolio commitments should all be tested against the wording you are being asked to sign.
Base salary is rarely the commercial core of an executive deal. The bigger questions are what happens on sale, dismissal, resignation, sickness, board conflict or a forced exit.
| Clause | What to review | Why it matters |
|---|---|---|
| Change of control | Definition of control event, single or double trigger, role reduction, replacement awards and committee discretion. | A sale can either crystallise value or strip it away if the clause leaves treatment wholly discretionary. |
| Severance and loss of office | Notice length, PILON scope, bonus during notice, benefits, legal fee support, announcement wording and board resignation mechanics. | Salary only wording can erase a large part of the real package at the point leverage is weakest. |
| Equity and leaver status | Cause definition, resignation treatment, disability or redundancy treatment, buyback price, exercise windows and committee discretion. | The largest part of the package may sit in equity, not cash pay. |
| Bonus, clawback and deductions | When pay is earned, who decides, how long clawback runs and whether deductions are specific or catch all. | A discretionary scheme can look valuable while leaving little that is safely bankable. |
| Outside interests and conflicts | Disclosure schedules, approval process, family office roles, angel investments, trustee positions and information barriers. | A poorly drafted conflict clause can create avoidable friction around ordinary investment and governance activity. |
| Reputation and board exit | Board resignation timing, agreed announcements, references, confidentiality and non disparagement carve outs. | At senior level, the story around the exit can be as valuable as the cash package. |
Review whether a sale triggers objective protection or whether the outcome is left to future committee discretion.
Better ask for objective treatment if the business changes hands and your role is removed, materially reduced or relocated.
Notice period alone is not full protection. The real question is what the exit package contains if the relationship ends badly.
Salary only PILON wording deserves special attention where the real package includes pension, health cover, car allowance, bonus or equity vesting.
At executive level, the real money may sit outside salary. Leaver status, valuation and exercise windows often matter more than the headline pay rise.
The real question is not whether a bonus exists. It is when it is earned, who decides and what can be taken back later.
A senior executive contract should not accidentally treat ordinary wealth management or governance activity as misconduct.
Upload the full pack and get clause level explanations, negotiation points and issue spotting before the economics harden into a signed agreement.
Executives usually face the widest restraints because they hold strategy, pricing, investor information and senior team influence. That does not mean every wide clause will stand up or that it should be signed without challenge.
A long notice period, a wide garden leave power and a full post termination covenant can combine into a far longer practical restraint than the restricted period suggests.
For fuller guidance, compare this section with the restrictive covenants guide, the non compete clause guide and AI vs lawyer employment contract review.
Vordex pulls out the exact wording on notice, garden leave and post termination restrictions so you can see the practical restraint, not just the headline label.
At senior level, the financial package is only half the exit risk. The other half is the story that follows the departure.
A strong clause preserves protected disclosures, whistleblowing, lawful co operation with authorities and truthful statements about harassment, discrimination or wrongdoing.
If the exit pack also includes a confidentiality deed or settlement document, compare it with NDA Review UK so the carve outs are clear before anything is signed.
Company law points in a director service agreement generally apply across the UK, while employment law routes are not identical everywhere. England, Wales and Scotland broadly share the Great Britain employment framework, but Northern Ireland has its own employment legislation and tribunal route. A template labelled UK should therefore still be checked carefully if the role or employer has a Northern Ireland connection.
That caution matters even more where the draft comes from an overseas parent company and imports concepts such as at will language, wide cause definitions or style points from another legal system without proper UK adaptation.
Vordex is built for the moment before the draft becomes binding. It gives fast visibility on clause interaction, not just clause existence, and helps you decide whether the issue is a negotiation point, a document gap or a matter for specialist counsel.
The useful model is rapid issue spotting, clear explanation and human escalation where the stakes become material. That is why Vordex is the efficient first screen and not a substitute for live dispute handling or bespoke negotiation.
Start free if you want a quick executive sense check. Upgrade when the pack includes equity, long notice, restrictive covenants, severance mechanics or several incorporated documents.
A quick preview to surface the main executive pressure points so you can decide whether deeper review is worth it.
Best for a rapid private screen of the main executive risks before you speak to HR, the chair or external counsel.
Best for equity, long notice, restrictive covenants, shareholder documents, severance mechanics and other executive complexity.
If the executive pack contains higher risk terms, use this prompt:
Upload the full pack and see how the clauses interact before you sign. Use the flagged report to decide whether you need a negotiation list, a follow up document request or specialist legal advice.
Decision support, not legal advice. For regulated roles, live disputes, settlement agreements, shareholder conflict, cross border tax or injunction risk, speak to a qualified UK employment solicitor.
Related pages: Employment Contract Review UK * Employment contract clauses checklist * Probation and notice guide * Restrictive covenants guide * AI vs lawyer guide
More tools: Contract Risk Check * Non compete clause guide * NDA Review UK * Pricing
Straight answers to common questions about senior executive contract review and director service agreements in the UK.
Not always. A director may be an office holder, and depending on the structure may also be an employee with contractual and statutory employment rights. The title on the document helps, but the real answer depends on the relationship, the duties performed and the wider document pack.
No. The issue is whether the guaranteed term, taken together with the notice the company must give, can run beyond two years. If that threshold may be crossed, the approval question should be checked before signature rather than discovered later during an exit.
A broad promise should be treated carefully. Company law places real limits on what can be excluded or indemnified. In practice, you want the position on directors and officers insurance, lawful advancement of defence costs and any qualifying indemnity to be set out clearly.
No. There is no simple rule that makes a clause valid just because it is in the contract. The real questions are what business interest the employer is protecting, how wide the clause is, how long it lasts and how it interacts with notice and garden leave.
Treat that as missing information, not a minor admin point. At executive level, the real economics often sit in bonus rules, LTIP terms, option documents, shareholder agreements and policies incorporated by reference. Those documents should be reviewed with the service agreement, not afterwards.
AI can reliably extract clauses, identify missing documents, flag risk patterns and explain commercial effects in plain English. What it does not replace is bespoke negotiation, cross border tax advice, litigation strategy or a regulated professional relationship for a live dispute.
Often yes, but usually later and more efficiently. Vordex is most useful for finding where the real pressure points sit. If the review shows complex equity, severe restraints, approval risk, shareholder conflict or a likely contentious exit, you can then take the flagged issues to counsel rather than paying human time to hunt for them.
It should not. Executive reputation clauses should preserve protected disclosures, co operation with regulators and law enforcement, and the right to make truthful statements required by law or made in the public interest. If the wording is broad, the carve outs should be made express.
Vordex offers a quick contract scan for £7.99 and a deeper full employment contract review for £17.99. The higher tier is designed for equity, long notice, restrictive covenants, severance mechanics and other executive complexity.