This may help:

"Of importance for companies with share-based compensation arrangements, in order for securities transactions between issuers and their officers and directors to be exempt from Section 16(b) of the Exchange Act, committee members must satisfy the requirements for “non-employee directors” under Exchange Act Rule 16b-3(b)(3).

Under Rule 16b-3(b)(1), a “non-employee director” is a director who

- is not currently an officer or employee of the issuer or a parent or subsidiary of the issuer;

- does not receive compensation in excess of the amount that would be required to be disclosed under Item 404(a) of SEC Regulation S-K (currently $120,000), either directly or indirectly, from the issuer or a parent or subsidiary of the issuer, for services rendered as a consultant or in any capacity other than as a director; and

- does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of SEC Regulation S-K."

- https://www.cov.com/~/media/files/corporate/publications/2007/07/823.pdf