Usual the idea is, the Board of Directors is made up of people that don't need a job at the company. Erik touched on it. But the board is to oversee the company, either an advisory or supervisory role, or some mix of both. They don't get involved in day to day operations. Often board members sits on several boards for several different companies, they are experts that are brought in to advise/oversee the company direction and big decisions. They can be a group of accomplished experts and/or people with stake in the company, like majority shareholders (or their representatives), former owners, or the owner/owners that have stepped away from day to day operations. I'm sure there are examples of Boards voting themselves huge compensation packages, or executive leadership doing the same, treating the company as their own personal candy store. But I think you'd find in most cases, a board member makes less than the CEO, and should, cause he works less time and may be on several boards already that he splits his time. The advantages are, owners can still keep some reign and power on the company without having to be the CEO themselves, and protect their investment/assets in the company. You have expert advisers, that can guide the company. You have a group of familiar experts, that are detached enough, they don't get bogged down in the weeds or crisis management, and may have that benefit to think more strategically and see the forest through the trees, to guide the company better than the guy down in the weeds just trying to make ends meet from day to day. That last example may not be a good one for a company like FCA, because if the CEO can't get his head up out of the weeds and see the forest through the trees, FCA is in big trouble, but the board should be able to do that more effectively than the CEO. And usually when you're at that level of a big corporation, the board is made up of stake holders holding the executive team accountable to protect the stake/assets the board members have in the company.