She may be book smart. She just has no common sense.
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Here is the portion on director compensation from my largest shareholding from the latest proxy statement I could find. A company solidly withing the Fortune 500.
The annual retainer for non-employee directors is $260,000, $155,000 of which is paid in the form of deferred stock units and $105,000 of which may, at the election of each director, be paid in cash or in deferred stock units. In addition, the chairman of our board of directors receives an incremental retainer of $165,000, $82,500 of which is paid in the form of deferred stock units and $82,500 of which may, at the election of the chairman, be paid in cash or in deferred stock units. This incremental retainer results in a total annual retainer of $425,000 for the chairman of our board of directors. The chair of the audit committee was paid an additional annual retainer of $20,000, the chair of the compensation committee was paid an additional annual retainer of $15,000, and the chair of each of the nominating/corporate governance committee and the corporate development and technology advisory committee was paid an additional annual retainer of $10,000. Meeting fees are not paid in respect of the first seven meetings of the board of directors or of any individual committee. Non-employee directors receive $2,000 for each board of directors meeting attended and $1,500 for each committee meeting attended beginning with the eighth meeting of the board of directors or any individual committee, as applicable. Meeting fees and the additional annual retainer may, at the election of each director, be paid in cash, deferred, or paid in deferred stock units. Directors who are employees of the company or any of our subsidiaries receive no remuneration for services as a director.
Corporate boards are an absolute joke in this country. I oversaw proxy voting for a bit, and can tell you first hand that boards rarely ever add any value or guidance to a company. Especially when the CEO is the chairman and even worse when the CEO is the founder.
That being said they are paid in-line with the market demand for their time. It is pennies compared to their "day job" remuneration and fractions of pennies compared to CEOs. Of course, many spend less than 24 hours a year on board work.
I'm not going to argue whether boards are effective/worthwhile/whatever, but the quoted part is my point. Complain about executive comp if you want. In a lot of cases I won't disagree. But board comp isn't enough to care about (in most cases).
And on executive comp, I'm all for requiring lots of disclosure, but I don't see any reason to otherwise regulate how high it can/should go. I'll leave that to the ISS/CALPERS of the world.