Charter Township of Clinton Police & Fire Retirement System v. Martin

Opinion

KRIEGLER, J.

Three plaintiffs1 filed the operative consolidated amended shareholder derivative complaint on behalf of nominal party Jacobs Engineering Group, Inc., against multiple defendants, including the individual members of Jacobs’s board of directors (the Board),2 senior Jacobs executives3 covered by a May 2010 executive compensation plan adopted by the Board, and Frederic W. Cook & Co., Inc., a consultant to Jacobs on the creation of the compensation plan. The consolidated complaint alleged the Board members violated fiduciary duties by adopting the compensation plan in the face…