It may not all fit in one sentence

Before

“Excess meetings” are those meetings attended, during the year following each annual meeting of shareholders, after the director has attended a number of meetings equal to the number of regular quarterly board meetings and regular committee meetings associated with regular quarterly board meetings plus two, and excludes meetings attended by a non-committee member and written actions. Excess meeting fees will not exceed $25,000 in any year. Prior to payment, excess meeting fees must be approved by the Compensation Committee.

Before, with commentary

“Excess meetings” are those meetings attended, during the year following each annual meeting of shareholders, after the director has attended a number of meetings equal to the number of regular quarterly board meetings and regular committee meetings associated with regular quarterly board meetings plus two, and excludes meetings attended by a non-committee member and written actions. [Could this be any more awkward? My version breaks this long concept into three pieces: what is required, what is “excess,” and what is excluded.] Excess meeting fees will not exceed $25,000 in any year. Prior to payment, excess meeting fees must be approved by the Compensation Committee.

After

Every year, each director is required to attend regular quarterly board meetings and regular committee meetings associated with quarterly board meetings, plus two additional meetings. “Excess meetings” are those meetings attended above and beyond the required number. Meetings attended by a non-committee member and written actions are not considered excess meetings. Excess meeting fees must be approved by the Compensation Committee and may not exceed $25,000 in any year.