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Comp Talks Series
Director Compensation Trends and Litigation Developments

Previously recorded

Pacific Time

Key takeaways

For more information, please email Joey Anderson.

An effective compensation strategy is a critical part of attracting, incentivizing and retaining top talent. When designing, implementing and disclosing executive, director and equity compensation programs that reflect the business strategy and drive long-term value, public companies are subject to an evolving regulatory landscape and must understand investor and proxy advisory firm expectations.

In this webcast series, Cooley practitioners and industry leaders will discuss the latest compensation trends and strategies, as well as the challenges that public companies face when balancing legal, tax and disclosure requirements with practical business needs.

Session three

This session will explore the latest developments surrounding the director compensation-setting process for public companies’ boards, including policy and design considerations, as well as the recent landscape of breach of fiduciary duty claims. Since the 2017 Investors Bancorp decision by the Delaware Supreme Court, which raised questions about the effectiveness of director compensation limits, and subsequent cases such as Stein v. Blankfein in 2019, a number of public companies were sued or received stockholder demands challenging director compensation. As a result, companies have been advised to carefully consider the benefits and pitfalls of adopting formula-driven director compensation programs or continuing to rely on compensation limits (with or without modifications, in light of recent developments). Panelists will discuss various aspects of designing and implementing director compensation, including recent market trends, mitigating litigation risk, scope of policy-setting, practical considerations and building in flexibility for the unexpected.


The anticipated CLE credit for these programs is 1.0 hour.

Cooley LLP is an approved provider and can provide credit in CA, CO, IL, NY and TX.  

Cooley LLP is a sponsor and can apply for credit in OH, VA*, WA. (*Due to the VSB application processing time, a VA CLE certificate will not be available in advance of the 10/31/21 VA compliance deadline.)

Credit in other jurisdictions may be available via reciprocity.

For specific CLE credit questions, please contact our Licensing + Compliance team.

Comp Talks Series Programming

  • July 21, 2021 – Incorporating ESG Metrics Into Compensation Programs
  • August 25, 2021 – Executive "Mega Grants" (Large, One-Time, Multiyear Equity Awards)
  • September 29, 2021 – Director Compensation Trends and Litigation Developments
  • October 20, 2021 – Compensation Issues and Trends Unique to Life Sciences Companies
  • October 21, 2021 – Compensation Issues and Trends Unique to Tech Companies
  • November 17, 2021 – Compensation Cornucopia – A Rapid-Fire Discussion of Hot Topics
  • December 15, 2021 – Post-Acquisition Integration Considerations, Tips and Traps
  • January 19, 2022 – Proxy Advisory Firm and Institutional Investor Policy Updates and Advice for the 2022 Proxy Season

Related Contacts
Amy M. Wood Partner San Diego
Peter Adams Partner San Diego
Alessandra Murata Partner Palo Alto
Related Practices & Industries

Compensation & Benefits