Unlike compensation for executives, non-employee director compensation is not subject to independent review. Shareholders are not required to approve the director compensation program as a whole, although they must approve equity plans in which non-employee directors may participate. As a result, non-employee director compensation programs that result in high levels of pay can be a lightning rod for proxy advisory firm criticism, shareholder litigation, negative media attention and more. Learn key considerations for boards in setting and reviewing non-employee director pay.

Source: Wall Street Journal April 25, 2018 17:37 UTC