Time to review your director compensation plan?
Abstract: In the last 10 years, shareholder litigation over allegedly excessive executive compensation has become increasingly common. And more recently, some shareholders have set their sights on director compensation. If a company’s compensation plan fails to impose specific limits on director compensation, particularly equity compensation, it may be vulnerable to a shareholder challenge. This article discusses a recent derivative action by the Delaware Chancery Court in Calma v. Templeton. A sidebar discusses why it’s likely that there will be more litigation over director compensation going forward.