The Oregon Proposal to Approve Nonemployee Directors' Retainer Fee Plan aims to establish a comprehensive structure for compensating nonemployee directors serving on corporate boards in the state of Oregon. This proposal encompasses various types of plans, each designed to provide fair and reasonable compensation to directors for their time, expertise, and responsibilities. One type of plan included in the Oregon Proposal is the Fixed Retainer Fee Plan. Under this plan, nonemployee directors would receive a predefined fixed amount, typically on an annual or quarterly basis, for their board service. This plan ensures a consistent level of compensation regardless of the amount of time or effort required from the directors in any given period. Another type of plan included in the Oregon Proposal is the Performance-Based Retainer Fee Plan. This plan's structure links the directors' compensation to the company's overall performance, financial success, or achievement of specific objectives. This type of plan incentivizes directors to actively contribute to the growth and success of the organization, aligning their interests with those of the shareholders. The Oregon Proposal also suggests the implementation of an Equity-Based Retainer Fee Plan. Under this plan, nonemployee directors would receive equity or stock-based compensation in addition to their retainer fee. This approach ensures that directors have a vested interest in the company's long-term success, fostering a stronger alignment between the board and shareholders' objectives. Additionally, the Oregon Proposal emphasizes the need for a transparent reporting and approval process for establishing the retainer fee plans. It highlights the importance of disclosing these plans to the public and providing shareholders with the opportunity to review and approve them. This transparency reinforces corporate governance standards and promotes the fair treatment of nonemployee directors in terms of compensation. By approving the Oregon Proposal to Approve Nonemployee Directors' Retainer Fee Plan, the state aims to establish a framework that promotes fair and reasonable compensation for nonemployee directors, taking into account their time, expertise, and the responsibilities they undertake. This comprehensive approach ensures that directors are adequately incentivized to fulfill their fiduciary duties, while also aligning their interests with those of shareholders for the long-term success of the company.