### COURT OF CHANCERY OF THE STATE OF DELAWARE L ORI W. W ILL V ICE C HANCELLOR L EONARD L. W ILLIAMS J USTICE C ENTER 500 N. K ING S TREET , S UITE 11400 W ILMINGTON , D ELAWARE 19801

- 3734 

### July 2 8 , 2023 Blake A. Bennett, Esquire Cooch and Taylor, P.A. 100 0 N. West Street, Suite 1 500 Wilmington, Delaware 19801 Seth D. Rigrodsky, Esquire Gina M. Serra, Esquire Herbert W. Mondros, Esquire Rigrodsky Law, P.A. 300 Delaware Avenue, Suite 210 Wilmington, Delaware 19801 D. McKinley Measley , Esquire Sebastian Van Oudenallen, Esquire Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market Street Wilmington, Delaware 19801

RE: Schumacher v. Loscalzo, et al. , C.A. No. 2022

- 0059

- LWW; Cohen v. Loscalzo, et al. , C.A. No. 2022

- 0453

- LWW Dear Counsel : The plaintiffs in the above

- referenced actions alleged that non

- employee directors of nominal defendant Ionis Pharmaceuticals, Inc. overcompensated themselves relative to the company’s peers. The Schumacher action was brought
first and quickly settled. The Cohen action, which followed a books and records demand, commenced after the stipulation of settlement in the Schumacher action was filed. Because Cohen was cut out of the Schumacher settlement , acrimonious
motion s practice between the plaintiffs’ counsel resulted.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 2 of 1 9 

### I initially rejected the settlement of the Schumacher action because it provided for the release of a claim that only Cohen advanced. The parties recut the settlement and included C ohen. I then approved the revised stipulation of settlement and took the plaintiffs’ respective fee applications under advisement. This letter opinion resolves them. Schumacher’s counsel is entitled to a fee and expense award of $2 82,50 0. Cohen’s counse l is entitled to a fee and expense award of $50,000 , but Cohen is
not granted an incentive award.
I. BACKGROUND On January 19, 2022, plaintiff Leo Schumacher filed a Verified Stockholder Derivative Complaint (the “ Schumacher Complaint”) in a matter captioned Schumacher v. Loscalzo, et al. (the “ Schumacher Action”). 1 

### The Schumacher Complaint brought claims against certain officers and directors of nominal defendant Ionis Pharmaceuticals, Inc. for purportedly excessive director compensation. Schumacher alleged that the members of Ionis’s Board of Directors “c hose to grossly overcompensate themselves in relation to peer companies of

1 C.A. No. 2022

- 0059

- LWW (Del. Ch.) (“ Schumacher Action”) Dkt. 1 (“ Schumacher Compl.”)

.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 3 of 1 9 

### comparable size and market capitalization .” 2 

### He a sserted that Ionis’s compensation plan “ not only awarded dir ectors well above

- market compensation,
but

. . . also fail [ed] to consider relevant performance metrics that typically influence director compensation, such as the Company’s revenue and net income (or, in this case, negative net income) .” 3 

### He sought to “ recoup the excessive compensation” and “to force meaningful corporate governance reforms” that would “restrict the [n]on

- [e]mployee [d]irector [d]efendants’ ability to award themselves egregious compensation and align the factors driving compensation . . . with the Company’s performance and long

- term objectives.” 4


### T he defendants filed a motion to dismiss the Schumacher Complaint on March 18

. 5 

### The motion was never briefed. On April 21, purported Ionis stockholder Robert S. Cohen filed a letter informing the court that he was pursuing a related books and records demand and

2 Id. ¶ 1. 3 Id. ¶ 2.
4 Id. ¶ 5. 5 Schumacher Action Dkt. 9.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 4 of 1 9 

### asked the court to stay further proceedings in the Schumacher action

. 6 

### Cohen moved to intervene and stay on April 29, which Schumacher opposed on May 3

. 7


### On Ma y 24, the parties to the Schumacher Action filed a Stipulation and Agreement of Compromise, Settlement and Release (the “Settlement Stipulation”). 8 

### Cohen was not a party to the Settlement Stipulation. Heated litigation between Schumacher and Cohen ensued

. On May 25, 2022, Cohen filed a separate Verified Stockholder Derivative Complaint (the “ Cohen Complaint”) in an action captioned Cohen v. Loscalzo, et
al. (the “ Cohen Action”). 9 

### The Cohen Complaint advanced claims substantially
like those in the Schumacher Complaint , with the addition of a claim that Ionis’s directors breached their fiduciary duties by failing to disclose material compensat ion

- related information. 10 

### Those claims were asserted against the same
defendants as those in the Schumacher Complaint.

6 Schumacher Action Dkt. 10.
7 Schumacher Action Dkt s . 12 , 15

. 8 Schumacher Action Dkt. 17 (“Settlement Stip.”)

. 9 C.A. No. 2022

- 0453

- LWW (Del. Ch.) (“ Cohen Action”) Dkt. 1 (“ Cohen Compl.”)

. 10 Id. ¶¶ 51

- 55, 129

- 32.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 5 of 1 9 

### Cohen subsequently moved to consolidate the Schumacher Action and the Cohen Action. 11 

### Because the Settlement Stipulation had been filed, I gave Cohen the option of withdrawing his motion to consolidate (understanding that he reserved the right to object to the settlement) or having it held in abeyance pending the settlement hearing

. 12 

### Cohen moved for reargument on June 24. 13 

### The motion for reargument was denied on July 5. 14


### Also on July 5, I entered a scheduling order setting a settlement hearing in
the Schumacher Action and providing for not ice of that hearing. 15 

### The next month, Schumacher filed a brief in support of the Settlement Stipulation and reques ted a $475,000 award of attorneys’ fees and expenses. 16 

### On August 16, Cohen served interrogatories on Schumacher and the
defendants

. 17 

### A week later, the parties to the Schumacher Action moved to enforce the court’s July 5 scheduling order and to stay the Cohen Action. 18 

### Cohen opposed

11 Schumacher Action Dkt. 18; Cohen Action Dkt. 3.
12 Schumacher Action Dkt. 21.
13 Schumacher Action Dkt. 24; Cohen Action Dkts. 10, 12.
14 Schumacher Action Dkt. 32; Cohen Action Dkt. 17.
15 Schumacher Action Dkt. 33. 16 Schumacher Action Dkt. 3 5 (“Schumacher Br.”) at 3

. 17 Schumacher Action Dkt. 38. 18 Schumacher Action Dkt. 40; Cohen Action Dkt. 23.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 6 of 1 9 

### the motion. He also moved to compel responses to his interrogatories and to adjourn the s ettlement hearing in the Schumacher Action

. 19 

### The parties to the Schumacher Action opposed Cohen’s motion. 20 

### On September 1, Cohen filed an objection to the proposed settlement of the Schumacher Action

. 21 

### He argued that the settlement should be rejected because, among other things, the release was overbroad and Schumacher’s counsel displayed a “lack of vigor” in prosecuting the claims. 22 

### Alternatively, Cohen requested an award of attorneys’ fees and expenses for “caus[ing] the production”
of Sec tion 220 documents to Schumacher

. 23 

### Schumacher opposed Cohen’s objection. 24 

### On September 12, I granted the motion to enforce the scheduling order in the Schumacher Action and stayed the Cohen Action

. 25 

### I also denied Cohen’s motion

19 Schumacher Action Dkt. 42; Cohen Action Dkt. 25.
20 Schumacher Action Dkt. 48; Cohen Action Dkt. 31 ; see also Schumacher Action Dkt. 52; Cohen Action Dkt. 32.
21 Schumacher Action Dkt. 49.
22 Id. at 25

- 26 , 2 8

- 34

. 23 Id. at 39

- 40

. 24 Schumacher Action Dkt. 63. 25 Schumacher Action Dkt. 54; Cohen Action Dkt. 33.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 7 of 1 9 

### to compel , except that Cohen was given the opportunity to present argument on his need for objector discovery at the settlement hearing. 26


### The Schumacher Action settlement hearing was held on September 21,
2022. I declined to approve the settlement due to the ove rbreadth of the release, which explicitly included disclosure claims. 27 

### The Schumacher Complaint did not challenge Ionis’s disclosures or advance a disclosure claim . But the definition of “Released Claims” in the Settlement Stipulation included claims concerning “any
disclosures to stockholders in connection [] with” the “compensation Ionis paid to
its non

- employee directors.” 28 

### I explained that the Delaware Supreme Court had admonished the Court of Chancery to “ scrutinize releases to ‘ ensure that the fiduciary nature of [representative litigation] is respected ’ ” and that the approval of
class

- based (or derivative) settlements do not “offend due process. ” 29 

### The rele ase in the Settlement Stipulation contravened these principles. On February 7, 2023, the parties to the Schumacher and Cohen Action s filed

a joint Amended Stipulation and Agreement of Compromise, Settlement, and

26 Schumacher Action Dkt. 55; Cohen Action Dkt. 34.
27 Schumacher Action Dkt. 70 (“Hr’g Tr.”) at 61

- 63

. 28 Settlement Stip. ¶ 1.6. 29 Griffith v. Stein , 283 A.3d 1124 , 1134 (Del. 2022) (quoting In re Celera Corp. S’holders Litig. , 59 A.3d 418, 434 (Del. 2012))

.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 8 of 1 9 

### Release (the “Amended Settlement Stipulation”). 30 

### The Amended Settlement Stipulation included additional terms related to Ionis’s disclosures. It also resolved my prior concerns about the release. On February 14, Cohen filed a brief in support of the revised settlement and

a n application for a $75,000 fee award. 31 

### On April 24, I entered an Order and Final Judgment approving the settlement and closing the Schumacher Action and the Cohen Ac tion . Cohen and Schumacher’s fee applications were taken under advisement at that time

. 32


### II. ANALYSIS The Court of Chancery recognizes “the corporate benefit doctrine by which ‘the Court may order the payment of counsel fees and related expenses to a plaintiff whose efforts result in

. . . the conferring of a corporate benefit.’ Such results need not be pecuniary, so long as the litigation produces a substantial benefit to the corporation or its stockholders.” 33 

### Delaware courts look to the Sugarland factors when assessing a fee request. These factors include “the benefit

30 Schumacher Action Dkt. 72; Cohen Action Dkt. 35. 31 Schumacher Action Dkt. 74 (“Cohen Br.”) ; Cohen Action Dkt. 37.
32 Schumacher Action Dkt. 77; Cohen Action Dkt. 40. 33 San Antonio Fire & Police Pension Fund v. Bradbury , 2010 WL 4273171, at *7 (Del. Ch. Oct. 28, 2010) ( quoting Tandycrafts, Inc. v. Initio P ’ rs , 562 A.2d 1162, 1164 (Del. 1989)).C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 9 of 1 9 

### achieved, the difficulty and complexity of the litigation, the effort expended, the
risk

- taking, [and] the standing and ability of counsel.” 34


### Of the Sugarland factors, t he benefit achieved is generally given the most weight

. 35 

### It is the plaintiffs’ burden to establish the value of the claimed benefit s and to demonstrate the reasonableness of the amount sought for achieving such
benefit s . 36 

### “The determination of any award i s a matter within the sound judicial discretion of the Court of Chancery.” 37


### A. Schumacher’s Application Schumacher’s counsel seeks a fee and expense award of $475,000 for the therapeutic benefits provided to Ionis through the Settlement Stipulation. The primary benefit is a change to Ionis’s Non

- Employee Director Compensation Policy:

34 Ams. Mining Corp. v. Theriault , 51 A. 3d 1213, 1255 (Del. 2012). 35 See, e.g. , In re Nat’l City Corp. S’holders Litig ., 2009 WL 2425389, at *5 (Del. Ch. July 31, 2009) (“This Court has consistently noted that the most important factor in determining a fee award is the size of the benefit achieved.”), aff’d , 998 A.2d 851 (Del. 2010) (TABLE) ; In re Cox Radio, Inc

. S’holder s Litig. , 2010 WL 1806616, at *20 (Del. Ch. May 6, 2010) ( stating that the size of the benefit is of “paramount importance” to the Sugarland analysis) , aff’d , 9 A.3d 475 (2010) (TABLE)

. 36 See Korn v. New Castle Cnty. , 2007 WL 2981939, at *2, *5 (Del. Ch. Oct. 3, 2007). 37 In re Abercrombie & Fitch Co. S’holders Deriv. Litig. , 886 A.2d 1271, 1273 (Del. 2005) (quoting In re Infinity Broad. Corp. S’holders Litig. , 802 A.2d 285, 293 (Del. 2002)).C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 10 of 1 9 

### No incumbent non

- empl oyee director shall receive more than $450,000 in annual equity compensation per year (based on the aggregate grant date fair value), and no newly appointed non

employee director shall receive more than $675,000 in initial equity compensation (based on the aggregate grant date fair value)

. 38 

### Three other changes are contemplated to the policy:
1. “ The initial equity grant to a new Board member will vest over three (3) years (instead of the current 1

- year vest );” 2. “ Within two (2) years of adoption of the amended Policy, and through his/her tenure, each non

- employee director agrees to hold Ionis equity in an amount no less than five times (5x) the annual base cash retainer; ” and 3. “ The Compensation Committee will annually review the set of peer companies, with input from the Company’s independent compensation consultant .” 39 

### The se terms are to remain in place for three years. Schumacher assert s that the se benefits are worth approximately $4.93 million to $9.29 million to the Company, relying on a report prepared by Cynthia L. Jones, CFA. 40 

### Jones opines that but for the settlement, Ionis would have paid its ten incumbent directors $500,000 in total equity compensation and “two new directors” $1,000,000 in total equity compensation, resulting in total equi ty

38 Schumacher Action Dkt. 76 (“Governance Enhancements”) ¶ 1(a ). 39 Id. ¶¶ 1(b)

- (d). 40 Schumacher Br. 24 n.4; Schumacher Action Dkt. 3 6 (“Norton Aff.”) Ex

. E (“Jones Rep

. ”).C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 11 of 1 9 

### compensation of $7,000,000 per year. 41 

### Jones compares that figure to the $450,000 limit on equity compensation set by the settlement multiplied by ten
directors , since “ the Company agree [d] to maintain the size of the Ionis Board at no more than ten (1 0) members.” 42 

### Jones’s analysis suffers from numerous problems

. 43 

### For one , Jones assumes that Ionis will pay each director equity compensation equivalent to the preexisting caps. But Ionis has previously paid less. In fiscal 2021, for example, the “grant date fair value of annual awards” to directors “did not exceed $500,000.” 44 

### For another , Jones’s assumption that Ionis would have paid its two new directors $1,000,000 each is unsupported. 45 

### Initial equity awards were already limited to 1.5x the a mount of annual equity awards, which were capped at $500,000. Th us, th e maximum initial equity award could not exceed $750,000. 46

41 Jones Rep

. ¶ 6.
42 Governance Enhancements ¶ 2; see Jones Rep

. ¶ 7. 43 Cf. Solak v. Sato , C.A. No. 2020

- 0775

- JTL, at 45 (Del. Ch. Apr. 21, 2021) (TRANSCRIPT) (rejecting an analysis by Cynthia Jones as “pie

- in

- the

- sky” and not “convincing”); Alvarado v. Lynch , C.A. No. 2020

- 0237

- LWW, at 27 (Del. Ch. June 21, 2021) (TRANSCRIPT) (attributing lit tle weight to an analysis by Cynthia Jones, which used the highest median compensation in the relevant time period yielding an “inflated” calculation of the benefit achieved by a settlement).
44 Ionis Pharmaceuticals, Inc., Schedule 14A, at 67 (Apr. 20, 202 2)

. 45 Jones Rep

. ¶ 6. 46 Ionis Pharmaceuticals, Inc., Schedule 14A, at 67 (Apr. 20, 2022)

.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 12 of 1 9 

### If Ionis were to award the maximum amount of equity compensation in the first year the settlement was in place, the two new directors would receive $75,000 less each and the eight other directors would receive $50,000 less each. This totals to a maximum savings of $550,000 in year one. 47 

### After that, the maximum savings would be $500,000 for each of year two and year three. 48 

### Across the three years
the settlement terms will be in effect , this equates

— at most

— to a reduction of $1, 550 ,000 in director equity compensation. Schumacher’s assertion that the settlement supplies a concrete monetary benefit to Ionis is also flawed. The Schumacher Complaint alleged that the total

non - employee director compensation was excessive

— not just equity compensation. Yet t he settlement onl y addresses equity compensation ; it does not
cap other forms of compensation. It is un clear whether the settlement will meaningfully reduce non

- employee director compensation overal l. 49


### Even generously accepting th is $1,5 5 0,000 value , the award sought is

extreme. Schumacher’s c ounsel seeks a fee award of $475,000

— or 30.6 % of the

47 ($500,000 * 8)

– ($450,000 * 8) = $400,000 for existing directors. ($750,000 * 2)

– ($675,000 * 2) = $150,000 for new directors

. 48 ($500,000 * 10)

– ($ 450,000 * 10) = $500,000 per year.
49 Cf. Steinberg v. Casey , C.A. No. 10190

- CB at 35

- 36 (Del. Ch. Dec. 9 , 2015) (TRANSCRIPT) (questioning whether a cap on equity compensation was beneficial where there was no cap on cash compensation, which could allow “leakage” whereby the company could pay additional compensation in cash or another form in the future ).C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 13 of 1 9 

### quantifiable benefit

. This well exceeds the range supportable for a case that was swiftly resolved

. 50 

### A percentage of the benefit approach (to the extent one is appropriate here) suggests that a fee in the range of $15 5 ,000 to $ 232,5 00 would
be supportable

. 51 

### The other purported governance enhancements are less significant . Some provide modest improve ments aimed at the harms alleged in the Schumacher Complaint. Specifically, initial equity awards vesting over three years rather than one and requiring each non

- employee director to hold Ionis equity in an amount no less than five times the annual base c ash retainer provide only modest reforms. 52


### Other purported enhancements concern actions the Board was already taking. For example, the Board had ten members and the Compensation Committee annually review s Ionis’s peer companies with input from a compensation consultant. 53 

### The final term is for Ionis to disclose “any ‘Golden Leash’ arrangements,” 54 

### but it is not

50 See Ams. Mining Corp. , 51 A.3d at 1260 (explaining, in the context of co mmon fund settlements, that percentages above 25% are “warranted when cases progress to a post

trial adjudication”).
51 Id. at 1259 (“When a case settles early, the Court of Chancery tends to award 10

- 15% of the monetary benefit conferred.”).
52 Governance Enhancements ¶¶ 1(b), (c). The latter term need s only be adopted within two years, meaning that it might be in place for just one year. 53 Id. ¶ ¶ 1(d), 2 ; see Ionis Pharmaceuticals, Inc. , Form 10

- K , at 89 (Feb. 22, 2023) ( listing ten board members)

. 54 Governance Enhancements ¶ 3.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 14 of 1 9 

### apparent how this is different from the Company’s current disclosure obligations and policies. These mild therapeutic benefits support a $50,000 fee , bringing the total range to $ 20 5 ,000 to $2 82,50 0. A reduction of the $475,000 sought is also supported by the remaining Sugarland factors. The case was low risk, settled early, and was neither difficult nor complicated. It “‘offered a ready

- made settlement opportunity’ and was filed ‘with an obvious and well

- marked exit in sight.’” 55


### T he lodestar of Schumacher’s counsel serves as a useful c ross - check. 56


### Schumacher’s counsel at Newman Ferrera LLP incurred 289.7 hours of time on the matter. Although t he total does not exclude hours incurred after the Settlement Stipulation was filed, counsel estimates that approximately 90% was pre

- signing ( or about 260.7 hours). 57 

### T his equates to a lodestar of approximately $200,000. Delaware counsel incurred 16.4 hours of time on the matter, which also does not

55 Sciabacucchi v. Howley , 2023 WL 4345406, at * 5 (Del. Ch. July 3, 2023) (quoting In re Emerson Radio S’holder Deriv. Litig. , 2011 WL 1135006, at *6 (Del. Ch. Mar. 28, 2011 ) ) ; see Knight v. Miller , 2023 WL 3750376, at *7 (Del. Ch. June 1, 2023) (“Since [ Investors Bancorp ], the Court of Chancery has had a steady diet of breach of fiduciary duty suits regarding allegedly excessive director compensation.” )

. 56 See Brinckerhoff v. Texas E. Prods. Pipeline Co., LLC , 986 A.2d 370, 396

- 97 (Del. Ch. 2010). 57 Norton Aff. ¶ 74; see Hr’g Tr. 39.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 15 of 1 9 

### segregate time after the Settlement Stipulation was filed. 58 

### Assuming the same 90% breakdown ( or 14.76 hours) , Delaware counsel’s lodestar is approximately $11,808

— for a total lodestar of $211,808. A fee at the high end of the range calculated above indicates a multiplier of 1. 3 x and an hourly rate of $ 1025.56 , which exceeds the highest partner rate billed on the matter. 59 

### Expenses total $ 6,387.78

. 60 

### For these reasons, Schumacher’s counsel is awarded an all

- in fee and expense award of $2 82 , 5 00, which is at the top of the calculated rang e . Considering the lodestar as a cross

- check, this fee provides counsel with a premium for their efforts and is generous considering the procedural history and “squishi[ness]” of the settlement benefits

. 61 

### It is also in line with precedent resolving claims for non

- employee director compensation for modest therapeutic benefits. 62

58 Schumacher Action Dkt. 37 (“Bennett Aff.”) ¶ 5. 59 Norton Aff . ¶ 74 (listing the highest partner rate at $950 per hour); see Howley , 2023 WL 4345406 , at * 6 (concluding that an award for the early settlement of an action for therapeutic benefits was appropriate where it “exceed[ed] the billing rate of every attorney representing the plaintiff in th[e] action”).
60 Bennett Aff. ¶ 7; Norton Aff. ¶ 79. 61 See Steinberg , C.A. No. 10190

- CB at 36 (describing the settlement as “squishier” than what counsel quantified given the potential for leakage). 62 E.g. , Sato , C.A. No. 2020

- 0775

- JTL , at 42

- 44, 51(awarding $300,000 for “mild” benefits in exchange for the release of claims based on the allegation that non

- employeeC.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 16 of 1 9 

### B. Cohen’s Application Cohen’s counsel seeks a separate fee award for the benefits he asserts were achieved through the Amended Settlement Stipulation. These benefits concern the following “disclosure enhancements” that will be addressed in Ionis’s annual proxy statements:
1. “ The proxy statements shall disclose (1) if a compensation consultant was retained; (2) the identity of the compensation consultant; (3) any compensation paid to the compensation consultant; and (4) any final written recommendation made by the compensation consultant regarding the amounts of nonemploy ee director compensation ; ” 2. “[T] he proxy statements shall disclose a detailed description of the material terms of the Director Compensation Policy, and the methodology for formulating the new director compensation plan and determining the peer group ; ” 3. “ The proxy statements shall identify the co nstituents of the [Company’s] [p] eer [g] roup ; ” and

director compensation exceeded the average of the company’s peers); Solak v. Huff , C.A. No. 2022

- 0400

- LWW , at 38 (Del. Ch. Jan. 11, 2023) (TRANSCRIPT) (awarding $160,000 for reduction in non

- employee director compensation). Higher fee awards were granted in certain lawsuits that came earlier in the wave of cases challenging non

employee director compensation and procured meaningful benefits for the nominal defendants

. E.g. , In re Salesforce.com, Inc. Deriv. Litig. , C.A. No. 2018

- 0922

- ABG (Del. Ch. Dec. 17, 2019) (TRANSCRIPT). Such fee awards have trended downward

. Cf. supra note 55.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 17 of 1 9 

### 4. “ The proxy statements shall disclose and explain any compensation paid to non

- emp loyee directors outside of the Director Compensation Policy.” 63 

### These disclosure

- related benefits do not “seem to add meanin gfully to what the company is already disclosing or needs to disclose.” 64 

### Only two seem to require additional, potentially useful information: the requirements to disclos e “any final written recommendation made by the compensation consultant regarding the
amounts of non

- employee director compensation ” and the specifics of how the plan and peer group were formulated. Cohen requests $75,000 for these benefits (along with a fixed implementation deadline for the settlement benefits ). 65 

### Since

— at most

— two

thirds of the “disclosure enhancements” seem to modestly improve on what the company was already doing , Cohen’s counsel will be awarded a corresponding

amount of the fee sought: $ 50,000

. The other Sugarland factors support this downwar d departure for the same reasons addressed regarding Schumacher. 66

63 Governan ce Enhancements ¶ 1(e)

. 64 Huff , C.A. 2022

- 0400

- LWW, at 28. 65 The original Settlement Stipulation required implementation “as soon as practicable.” The Amended Settlement Stipulation requires implementation within 10 business days of the court entering an o rder & f inal j udgment. It is not apparent whether the two timeframes would have been meaningfully different , and I attribute no weight to this purported benefit.
66 See supra note 55 and accompanying text

.C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 18 of 1 9 

### I t is not useful to use the lodestar as a cross

- check here . Cohen’s counsel
avers that they spent 450.25 hours litigating the claims. 67 

### This is undue for a lawsuit brought after th e Settlement Stipulation was filed in the Schumacher
Action and surely includes time that Cohen’s counsel spent unnecessarily obfuscating and complicating proceedings

. 68 

### For similar reasons, I decline Cohen’s request for a $1,500 incentive award. Based on my observations, r epresentative plaintiffs have regularly been request ing incentive awards in settlements

— despite the “presumption” against such
bonuses

. 69 

### Sometimes, a n award is appropriate because the plaintiff imparted time and expertise “beyond that provided by a typical plaintiff.” 70 

### Here, Cohen did not undertake efforts above the baseline expected of litigants in this court. He is not

67 Cohen Br. 26. 68 See supra notes 11

- 20 and accompanying text.
69 Raider v. Sunderland , 2006 WL 75310, at *2 (Del. Ch. Jan. 4, 2006) ; Oliver v. Boston Univ

. , 2009 WL 1515607, at *1 (Del. Ch. May 29, 2009) (stating that incentive awards “should be rare” and only granted “in the exceptional case”)

. 70 Raider , 2006 WL 75310, at *2 (awarding a “bonus payment” to a lead plaintiff who “spent over 200 hours of his time on th[e] matter over a period of five years continually communicating with class counsel, investigating independently, providing analysis and expertise, reviewing documents, being deposed, negotiating th e class settlement (including active direction and instruction to class counsel) and negotiating class counsel ’ s fees”).C.A. No. 2022

- 0059

- LWW

C.A. No. 2022

- 0453

- LWW July 28, 2023 Page 19 of 1 9 

### entitled to a bonus for “rev iew[ing] all of the pleadings and motions,” “sp[eaking] with counsel,” and “agree[ing] to the [s]ettlement.” 71


### III. CONCLUSION Schumacher’s counsel is awarded $2 82 , 5 00. Cohen’s counsel is awarded $50,000. Cohen’s request for an incentive award is denied

. To the extent necessary for this decision to take effect, IT IS SO
ORDERED. Sincerely yours, /s/ Lori W. Will Lori W. Will Vice Chancellor

71 Cohen Br. 28.