Christine: What I think your post misses is what I referred to in my earlier post, namely the enormous costs to the directors in defending the case, even though they won (so far). OK, I know Disney probably paid for their lawyers, and they’re not out of pocket in dollar terms, but they spent a lot of time in depositions and in Georgetown, Delaware, of all places, and haven’t exactly enjoyed warm publicity. So I disagree with your advice to directors not to do anything differently. This might have been an avoidable mess, had the OEA been developed with better process and greater comp committee study and involvement and documentation.

Sean: I’m sympathetic to your singling out executive comp for special treatment. But how far do boards have to be involved? Was the NFT determination a matter of “executive compensation” that the Disney board should have been involved in? How many officers’ pay packages do boards have to function on? All of them? Just the CEO? Where’s the line? Can’t a board draw the line itself? If not, who draws it for them?

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