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Determining Fair Director Pay

Because board members set their own pay, director compensation is a wide-open opportunity for shareholder litigation. In this BoardVision interview“moderated by NACDs Publisher and Director of Partner Relations Christopher Y. Clark”Marty Coyne, experienced director and chairof NACDs New ...

Blogs | May 19, 2016

The New Norm in Director Pay

Litigation challenging director pay has made headlines over the past 18 months with shareholders alleging that pay is excessive pay or challenging the processes by which pay is set. The reality is, however, that a new norm of modest pay growth has settled in across American boardrooms, according to ...

Blogs | April 6, 2016

Seven Tactics for Minimizing Director Litigation Headaches

Law firms that specialize in suing directors will scrutinize nearly every major transaction, public offering, stock drop, restatement, and press release filed by public companies. For instance, according to Cornerstone Research, stockholders file lawsuits challenging the majority of public company t...

Blogs | July 10, 2017

New Technology and the Director Experience

Over the past decade, Ive found that few factors have influenced the evolution of the boards role more than new technology. From drones to 3-D printing to the latest cybersecurity tools, the transformative force of technological innovation is reshaping the competitive landscape and redefining best p...

Blogs | August 24, 2015

Tools & Insights for Effective Board and Director Evaluations

The practice of conducting full-board, committee, and/or individual-director evaluations has largely become commonplace. Ninety percent of respondents to the 2016”2107 NACD Public Company Governance Survey: Aggregate Results say their companies conduct full-board evaluations. Approximately 78 ...

Blogs | August 17, 2017

Director Pay: Slow Evolution in a Changing Environment

While the essentials of director pay remain steady, interesting changes are happening at the margins. Review the findings of the forthcomingPearl Meyer/NACD 2016–2017 Director Compensation Report in this condensed article from the March/April edition of NACD Directorship magazine. Members may ...

Blogs | April 4, 2017

D&O Liability: A Downside of Being a Corporate Director

One of the few downsides to board service is the exposure to liability that directors of all corporations potentially face, day in and day out, as they perform their fiduciary duties.The chance of being sued for a major merger decision is now 90 percent; but that well known statistic is just the tip...

Blogs | June 4, 2015

Cyber Experts Offer Six Tips for Director Oversight

Putting a Boardroom Lens on Cyber, one of the final panels of the 2015 Global Board Leaders Summit, continued themes heard throughout Summit sessions. The panel focused on how to ask management the right questions about the state of their enterprises cyber security and how to assess the strength of ...

Blogs | October 16, 2015

Raising the Bar on Director Performance New NACD Program Outlines 5 Keys to Success

The bar for director performance has been raised. A volatile economic environment, increased regulatory scrutiny, impending cybersecurity threats, and shareholder activism have all shifted the expectations for what should happen in the boardroom. Responding to those growing expectations for director...

Blogs | July 27, 2015

FAQs on the New SEC Pay-Ratio Rule

On August 5, 2015, the Securities and Exchange Commission released its final pay-ratio rule under the Dodd“Frank Wall Street Reform and Consumer Protection Act (hereafter Dodd“Frank). The announcement comes more than five years after Congress passed Dodd“Frank in July 2010 and near...

Blogs | August 7, 2015


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