March 18, 2024
The Pay & Proxy Podcast: Lessons for Compensation Setting from Tornetta v. Musk
In the latest 20-minute episode of the “Pay & Proxy Podcast,” Meredith interviewed Paul Hodgson of ESGAUGE (Paul is also a freelance writer and researcher for ICCR and Ceres). Meredith and Paul elaborated on themes from Paul’s recent article on impact of Elon Musk’s 2018 compensation package on benchmarking & the market for CEO pay. Specifically, the podcast covers:
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
– Liz Dunshee