Matt Vnuk, a compensation advisor, is right, of course, that "given their role as the face of the board in front of shareholders and others, there is reputational risk." And, as hazard duty typically requires a greater incentive, it makes sense "that companies should consider paying extra to compensate for (it)."
There's more. The costs of reputation harm for a board member are personal and impact their future earning potential. The loss of a median pay of $325,000 per board per year is hardly offset by a $75,000 retainer (at the high end).
Contingent loss is best offset by insurance, and a $5-$10m parametric reputation value loss insurance policy is a far more effective (and therefore compelling), cost-effective, and efficient form of protection for lead directors...and the board as a whole.
Almost no public company would have a board member would serve today without Sides A, B, and C D&O Liability Insurance. Nor would directors likely serve. Yet their reputations are fully exposed and they personally have to bear the costs. Should they not also demand "Side R" - Reputation Insurance?
Agenda Lindsay Frost John Rodi KPMG US Compensation Advisory Partners Tom Johansmeyer Peter Gerken Denise M. Williamee, LSSWB Duncan Ashurst