Why grant free performance shares to Chairman and new NED?

Today's announcement of new directors includes the below:

" The Company proposes toseek shareholder approval in due course for an issue of up to 4.55 millionPerformance Rights to each of Non-executive Chairman John Toll andNon-executive Director Kristie Young, subject to performance milestones to bedetermined in due course. The Performance Rights will be issued pursuant to theCompany’s Incentive Option and Performance Rights Plan, approved byshareholders on 7 November 2019. Any required regulatory and shareholderapproval for the proposed issues will be sought in due course. "

Why is the company issuing free shares to Non Executive Directors. They are paid board fees for their guidance (acknowledge chairman's annual rem of $50k is modest but this is a $60m mkt cap company), why also gift them free performance shares as well? At least give the performance rights to executive management, the ones who are actually driving and creating shareholder value.... This is poor governance 101 from TSO and pure greed from the NEDs. If the NEDs want share ownership and exposure, they are more than welcome to buy some on market.....

What is everyone else's thoughts on this?