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Letter: BRT Backs Disclosure of Third-Party Compensation for Board Directors and Nominees

Mr. Robert Greifeld
Chief Executive Officer
NASDAQ, Inc.
One Liberty Plaza
New York, NY  10006
 
Dear Bob:
 
On behalf of Business Roundtable, an association of chief executive officers of leading American companies operating in every sector of the U.S. economy, I write in support of NASDAQ’s recent efforts to address third-party compensation for directors and director nominees. These types of third-party compensation arrangements raise significant concerns, and Business Roundtable agrees that these concerns warrant serious consideration by companies, investors, and other market participants. Certainly, full disclosure of any such arrangement is a necessary element of understanding and assessing the ability of directors or director nominees to carry forth their fiduciary duties.
 
Generating long-term shareholder value is a top priority and responsibility for corporate management and boards of directors. Compensation arrangements with activist shareholders can pose a threat to this goal and represent a serious potential conflict of interest for directors. 
 
Business Roundtable strongly believes that investors should receive material information to make effective investment and voting decisions to advance a company’s long-term interests. That includes information and disclosure about third-party compensation for directors and director nominees. We share NASDAQ’s concern about the need for transparency in this area and appreciate the NASDAQ board and leadership for acting decisively. We look forward to providing feedback and support for the NASDAQ proposal with the regulators at the Securities and Exchange Commission. 
 
Sincerely,
 
John Engler
President, Business Roundtable

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