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Business Associations Keyed to Bainbridge
In re Investors Bancorp, Inc. Stockholder Litig.
Citation:
177 A.3d 1208 (Del. 2017)Facts
The defendants are ten non-employee director defendants and two executive director defendants. The board of Investors Bancorp, Inc., a holding company for Investors Bank, sets director compensation based on recommendations of the Compensation and Benefits Committee. In 2014, the non-employee directors were compensated. At the end of 2014, the Committee met to review 2014 director compensation. The study showed that the companies paid their non-employee directors an average of $157,350 in total compensation. Just a few months after setting the 2015 board compensation, the board proposed the 2015 Employee Incentive Plan (EIP). The board awarded themselves 7.8 million shares. Non-employee directors each received 250,000 stock options – valued at $780,000. Peer companies’ non-employee awards averaged $175,817. Stockholders alleged that the awards were too excessive.
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