Home builder Persimmon said chairman Nicholas Wrigley would resign after acknowledging that the company's long-term incentive plan should have been capped.
Another director, Jonathan Davie, resigned from the board yesterday for the same reason, the company said.
Wrigley would remain as chairman until the board can find a successor, the company said.
"The board believes that the introduction of the 2012 long term incentive plan has been a significant factor in the company's outstanding performance over this period, led by a strong and talented executive team," Persimmon said.
"Nevertheless, Nicholas and Jonathan recognise that the 2012 LTIP could have included a cap. In recognition of this omission, they have therefore tendered their resignations."
Nigel Mills has been appointed as a new senior independent director and would lead the process of appointing a new chairman.