Can Director sign resolution adoption plan for himself?

[ERISAatty]

(Only) one of four Directors of a Company will benefit under a top-hat plan being newly adopted. (An additional employee - not a director, will also benefit).

Any problem with having the benefitting director sign the plan adoption resolution (as a director) or should he 'recuse' himself for this particular resolution?

This relates to a privately-held company.

[QDROphile]

State law corporate governance issue.