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According to Pearl Meyer's Margaret Black, “Without it [change-in-control agreement], executives might resist a valid offer out of fear of losing their jobs.”
“Executives who end up running substantially larger companies after a merger typically see their pay grow over a number of years to motivate them to stick around,” said Aalap Shah, managing director
"The simpler the director compensation package is, the easier it is to understand for shareholders and there is more of a clear line of sight of what board members are getting paid for,” said Tim Dupuis, vice president in the Chicago office of Pearl Meyer.
Amazon.com Inc., Alphabet Inc., and Facebook Inc. have upended the establishments in retailing, advertising, and media—so it may not come as a surprise that their pay plans are unusual too.