Candor for Compensation CommitteesFourth Quarter 2011Corporate Board Member
By Elizabeth Noe and J. Mark Poerio
"This is a failed 'say-on-pay' shareholder derivative action, arising from the Board's unwarranted and excessive spending on executive compensation."
So begins a recent complaint filed on Sept. 1 against directors of the former R.H. Donnelley, now reorganized as Dex One. They are far from alone in being singled out for potential personal liability.
A week earlier, a similar complaint against Johnson & Johnson's directors accused them of failing "to follow J&J's executive compensation philosophy and J&J's guiding principles for executive compensation," and concluded that "defendants have breached their duty of loyalty and candor."