The Pay & Proxy Podcast: Lessons for Compensation Setting from Tornetta v. Musk

Paul Hodgson is Senior Advisor to ESG data analytics firm ESGAUGE and a freelance writer and researcher for ICCR and Ceres. Paul has more than 35 years of experience as a researcher and writer in the fields of ESG and executive and director compensation.

Topics covered:

1. Overview of the equity award and legal challenges in Tornetta v. Musk
2. How Delaware boards need to be thinking about director independence when setting compensation, especially for potential controlling shareholders and "superstar CEOs"
3. Process takeaways for compensation committees from the Tornetta v. Musk decision
4. The importance of shareholder outreach and necessary disclosures when seeking majority of the minority shareholder approval

For more on the impact of Musk's 2018 compensation package on the market for CEO pay - and the impact of the Tornetta decision - see Paul's further thoughts in this article.

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The views set forth in the podcast are the speaker's personal views and do not necessarily reflect those of the academic institution or other committees & organizations with which he is associated.