Bracewell's report on director equity compensation practices reveals that the trend toward imposing director-specific limits on annual equity awards observed since the Investors Bancorp decision continues - with a majority of those companies imposing limits capping directors' compensation from all sources - not just equity compensation. Of the 72 LTIPs (out of 100 total reviewed) that limited the size of annual non-employee director awards, 41 imposed a limit on all director compensation - most commonly expressing the LTIP limits in dollars rather than the number of shares.
See also Stinson's "Delaware Reaffirms Entire Fairness Standard for Review of Director Compensation," Wilson Sonsini's "Delaware Court Provides Further Guidance on Stockholder Challenges to Director Compensation," and The Conference Board Governance Center Senior Fellow Jim Barrall's "More Bad News for Boards from the Director Compensation Litigation Front" summarizing the highly relevant May 31st Stein v. Blankfein decision, and additional information about this decision, the Investors Bancorp case, and other topical resources on our Director Compensation page. This post first appeared in the weekly Society Alert!