June 19, 2003

Executive compensation is up (what

Executive compensation is up (what else is new) as borne out by in an excellent 24 page report. This report covers the proxy disclosure made by over 1000 companies over the past 2 years – and breaks out data in a variety of categories (but no director comp). The report is at

Compensation committees should heed the warning from Delaware Chancellor Chandler in the recent Disney opinion who indicated that directors might have personal liability for a breach of “good faith” if they approve compensation packages without exercising proper diligence. More to come on the Disney opinion soon…

For subscribers, we have posted an interview with Ken Winer of Foley & Lardner on the Improper Influence of Auditors at