Episode 25: ISS & “Excessive” Non-Employee Director Pay


This episode of The EC Minute looks at the ISS policy with respect to “excessive” non-employee director pay. Specifically, the episode looks to see where ISS might draw the line on what it considers to be “excessive” pay based on its FAQ on the topic as well as research conducted by Exequity on director compensation.


Click here to download the slides for this episode. 


Click here to gain access to the Exequity Client Briefing, Non-Employee Director Compensation: How Much Is Too Much?

Episode 14: Director Award Limits


This episode of The EC Minute looks at Director Award Limits. The episode looks at three recent key Delaware court cases which have established the current landscape for director compensation for Delaware companies. These cases involved Citrix Systems, Facebook, and Investors Bancorp. The Delaware Supreme Court may have limited the circumstances in which the shareholder ratification defense may be raised, which likely will cause the “entire fairness” standard of review to be applied to decisions involving director compensation. The episode includes things that companies should consider as they grapple with what to do with director compensation and director equity grants in light of these recent Delaware court cases.

Download Slides

Click here to download slides for Episode 14