Nearly 18 months ago, I wrote that in addition to incorporating a meaningful limit on the number of shares that may be awarded to non-employee directors under the Equity Incentive Plan, companies also should seriously consider including a limit on total director compensation provided to the non-employee directors, including annual retainers, meeting fees, etc., paid (usually) outside the Equity Incentive Plan (Another Stock Incentive Plan Revision for 2016?).

We now believe that adding a limit on total director compensation, including all other compensation paid to the directors by the company for services as a director, is a best practice.