In the past several years there has been a marked increase in investor and related court scrutiny of director compensation. This is a substantial change from past practice wherein director pay was seldom, if ever, a point of inquiry or concern for investors or proxy advisors. The overall expectations of shareholders and board compensation best practices have evolved such that boards that fail to evaluate and improve their board compensation programs will find themselves under a new spotlight that includes proxy advisory scrutiny, investor concern, and even litigation. The session will briefly evaluate the recent legal rulings on this topic and then emphasize practical steps every board can and should take to improve the chances of avoiding strife related to director compensation. In this session, we will weigh the pros and cons of grant limitations, formula grant strategies, and related shareholder approval procedures. Then the panel will discuss alternatives such as the adoption and shareholder approval of a standalone director compensation plan. The panel will discuss how to build a record to support the more challenging “total fairness” level of scrutiny and ways to bolster director compensation disclosure in the company’s annual proxy.