In his opinion in Amalgamated Bank v. Yahoo!, Inc., Vice Chancellor Laster discusses practices that should be routine in a board’s review of executive compensation proposals and highlights certain procedural pitfalls to avoid when evaluating and approving such proposals. His advice echoes that given by Chief Justice Strine of the Delaware Supreme Court in a recent article in The Business Lawyer. This memorandum discusses that guidance, and also offers practical tips to compensation committee members and internal counsel and HR professionals that will help to ensure a disciplined focus on good process in this context.