It will not be “news” to readers that director compensation continues to rise. I thought this article in Agenda (subscription required), provided a good overview, including citations to recent stories in Bloomberg, the New York Times, and on Twitter, as well as a study by Equilar finding that “the median director pay for the S&P 500 was $233,600 in 2014, an increase of 16.8% from 2010.”

Those of us working in the area know that this increase has paralleled the dramatic increase in the duties and potential liabilities of directors since 2010 (actually dating back to the Sarbanes-Oxley Act of 2002), with a small component of normal inflation. However, harkening back to our posts on the recent litigation over director compensation and how to avoid it, this might be a good time to consider meaningful limits on the equity, cash, and total compensation that any director can receive in one year, or even a separate, hard-wired compensation plan for directors, in either case, with disclosure to and approval by shareholders.