Author Archives for Katherine W. Keally

Determining Fair Director Pay

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Because board members set their own pay, director compensation is a wide-open opportunity for shareholder litigation. In this BoardVision interview–moderated by NACD’s Publisher and Director of Partner Relations Christopher Y. Clark—Marty Coyne, experienced director and chair of NACD’s New Jersey chapter, and Dan Laddin, partner at Compensation Advisory Partners, discuss ways boards can limit exposure to litigation when it comes to director compensation: Both the compensation committee and the governance committee are involved in determining director pay. Director compensation aligns with that of company peers. Director compensation is based on the responsibility of directors—which may see little change from small to... Read More

Understanding the Cyber Dialogue

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Cybersecurity is more than a technological issue—it’s a business issue. In a BoardVision video moderated by Judy Warner—editor-in-chief of NACD Directorship magazine—Mary Ann Cloyd, former leader of PwC’s Center for Board Governance, and Zan M. Vautrinot, former commander of the Air Forces Cyber Command and current director of Symantec, Ecolab, and Parsons Corp., discuss effective cyber-risk oversight, addressing the following questions: How can boards communicate with management about cyber risk? How does cyber risk fit into discussions about risk appetite? Here are some highlights from that conversation. Judy Warner: For directors, I think one of the greatest challenges around the... Read More

Executive Compensation—What Matters Most to Activists?

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Executive compensation is a perpetual hot-button topic and one that activist investors frequently use to court shareholder support for their proposals. In a recent BoardVision video, Semler Brossy managing directors Roger Brossy and Blair Jones talk with Ken Bertsch, partner at CamberView Partners, about the following questions: What compensation practices are red flags for activists? What happens when an activist investor, or their representative, joins a board? What are some practical considerations for boards and compensation committees? Here are some highlights from that conversation. Roger Brossy: [Activists have] $200 billion under management in various funds. We could see, at current... Read More