Disclosure of Third-Party Director Compensation

Undisclosed third-party compensation arrangements raise several concerns. First, “they may lead to conflicts of interest among directors and call into question their ability to satisfy their fiduciary duties.” Additionally, such arrangements “tend to promote a focus on short-term results at the expense of long-term value creation.” NASDAQ believes that “enhancing transparency around third-party board compensation would help address these concerns and would benefit investors by making available information potentially relevant to investment and voting decisions.”