This memorandum includes a sample policy for the review and approval of compensation of nonprofit officers and executives, as well as a discussion of the legal rationale and background for the policy and considerations for implementation. An editable word version of the policy is also available. This policy and memo, designed for legal counsel advising California nonprofit public benefit corporations tax-exempt under section 501(c)(3) of the Internal Revenue Code, are part of the Form 990 Policy Series, which was developed by a group of lawyers practicing nonprofit law in order to assist nonprofits in addressing the Form 990 governance questions.