SUMMARY
This episode of the EC Minute looks at ways to address limits on director compensation, including holding a say-on-director-pay vote.
Related Blog Post
Click HERE to see the related post by Ed Hauder on EdwardHauder.com
Episode 25: ISS & “Excessive” Non-Employee Director Pay
SUMMARY
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.
DOWNLOAD SLIDES
Click here to download the slides for this episode.
EXEQUITY CLIENT BRIEFING
Episode 14: Director Award Limits
Summary
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.