The Pay & Proxy Podcast: Equity Award Delegations in Delaware (10/23)


Sheri Adler

Sheri Adler is a partner at Troutman Pepper where she advises boards, compensation committees, and companies on executive and director compensation matters. Sheri recently co-authored a memo on equity award delegations following the 2023 amendments to the Delaware General Corporation Law.

Topics covered:

  1. The differing requirements for option/RSU and restricted stock award delegations in Delaware before the 2022 DGCL amendments
  2. The welcome changes to the DGCL in August 2022
  3. How the further amendments in 2023 addressed interpretive issues
  4. Remaining areas of ambiguity
  5. Best practices for equity award delegations, documentation and recordkeeping
  6. Avoiding the constraints of Sections 152 or 157 by delegating to a one-member board committee

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The views set forth in the podcast are the speaker's personal views and do not necessarily reflect those of their firm, company, institution, other organizations, or any of the clients with which they are associated.