Fair point re the lien but as I said before nothing prevents the...

Fair point re the lien but as I said before nothing prevents the sale of those shares. If he was to sell the shares and resign immediately the company would have to sue which I still think would be difficult as it's a non recourse loan. In fact how do you have "security" on one hand and a non recourse loan on the other?

As I agreed incentive share plans are common, this structure is not - I will say again I have not seen it and I certainly haven't seen a situation where very board member is a beneficiary of it. Happy to be shown examples as I'm guessing it is not common because there are absolutely no performance hurdles that relate to those shares. That is the problem here, the board is being incentivised when they don't need to do anything for the incentive.

Why not have performance milestones in place or options issued where the directors have to write a cheque with their own money, none of this non recourse nonsense. That is what you will find commonly in place with regard to most incentive schemes.