EXECUTIVE COMPENSATION—Del. Ch.: Amended DGCL provision factored into split decision on founder’s, directors’ pay packages

The court interpreted what it means to rebut a presumption of director independence with “substantial,” not just particularized, facts under amended DGCL Section 144(d)(2).

The Delaware Chancery Court delivered a split decision regarding a company pay package that awarded its founder/nonexecutive chair a one-time equity grant and provided for the company’s directors to award themselves compensation. The court concluded that recently amended DGCL Section 144 saved the founder/nonexecutive chair from liability in combination with the plaintiff’s failure to allege particularized facts that may have excused demand. But directors who approved the board’s pay package could be liable, at least at the pleading stage of the case, because the complaint sufficiently alleged that the approving directors’ actions fell short of entire fairness (the plaintiff’s unjust enrichment claim also can proceed against all directors who retained their compensation) (Ayers v. Foley, No. 2025-0650-LWW (Del. Ch. June 15, 2026)). READ MORE