Mark Zuckerberg and other members of Facebook Inc's board have been sued by a shareholder who claimed a policy letting them annually award directors more than $150 million of stock each if they choose is unreasonably generous. In a complaint filed on Friday night in Delaware Chancery Court, Ernesto Espinoza said the board was "essentially free to grant itself whatever amount of compensation it chooses" under the social media company's 2012 equity incentive plan, which also covers employees, officers and consultants. Espinoza also said last year's average $461,000 payout to non-employee directors was too high, being 43 percent larger than typical payouts at "peer" companies such as Amazon.com Inc and Walt Disney Co that on average generated twice as much revenue and three times more profit. Facebook spokeswoman Genevieve Grdina said in an email: "The lawsuit is without merit and we will defend ourselves vigorously." A spokeswoman for Robbins Arroyo, a law firm representing the plaintiff, had no immediate comment.
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