The disclosure must state that such compensation may induce the advisor to assume a greater amount of risk than the advisor might otherwise assume without performance-based compensation.
Stock options with an exercise price of fair market value or higher on the grant date qualified as cap-exempt performance-based compensation, while service-vested restricted stock did not.
Yes, the burdens and risks of directorships are significantly greater than in the past, and they do justify higher equity-based compensation subject to corporate performance.