A director is an individual who serves as a member of an issuer’s board of directors, a governing body responsible for oversight and strategic direction under applicable corporate law. In U.S. securities regulation, the term is used descriptively to identify persons who hold board membership, without characterizing their influence, independence, or level of involvement.
Within insider reporting under Section 16 of the Securities Exchange Act of 1934, directors of an issuer with a class of equity securities registered under Section 12 are subject to mandatory reporting obligations with respect to the issuer’s registered equity securities.
Regulatory Context
For Section 16 purposes, a director is any person who serves on the board of directors of the issuer, as referenced in the statutory language of Section 16(a). Unlike the definition of an officer under Exchange Act Rule 16a-1(f), director status is determined by formal board membership, not by functional responsibilities or job titles.
Directors of covered issuers are reporting persons under Section 16(a) by virtue of their board position. Their reporting obligations arise regardless of whether they are involved in day-to-day management or hold any executive role within the issuer.
Reporting Treatment
A director who is subject to Section 16(a) reporting must disclose beneficial ownership of, and changes in ownership of, the issuer’s equity securities on Form 3, Form 4, and Form 5, as applicable.
The reporting obligation attaches to the individual’s status as a director of the issuer. Transactions by directors are reported using the same transaction codes, tables, and timing requirements that apply to other Section 16 reporting persons.
Relationship to Other Roles
A director is distinct from a corporate officer, whose reporting obligation arises from an executive role defined under Rule 16a-1(f). An individual may simultaneously serve as both a director and an officer, in which case Section 16 reporting applies on both bases without altering the reporting framework.
A director is also distinct from a beneficial owner whose reporting obligation arises solely from ownership thresholds rather than from board membership.
The classification of an individual as a director for Section 16 purposes depends on formal board service, not on independence status, committee assignments, compensation, or public visibility.
Sources
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15 U.S.C. § 78p(a) — Section 16(a) reporting obligations for directors
https://www.law.cornell.edu/uscode/text/15/78p -
SEC — Officers, Directors, and Section 16 Reporting
https://www.sec.gov/resources-small-businesses/going-public/officers-directors-10-shareholders -
SEC Form 4 Data Instructions — Applicability of insider reporting to directors
https://www.sec.gov/files/form4data.pdf