Diligent Board Member Services chief executive Alessandro Sodi will be compensated in cash and shares for stock options that the company was forced to cancel after it broke listing rules.
Mr Sodi will receive the new incentive awards subject to shareholder approval in June.
Last year, Diligent, which helps company boards keep track of their papers online, admitted lax in-house controls had contributed to two top executives receiving too many stock options.
The inquiry cost the company, which is based in New York, more than $250,000.
The compensation to Mr Sodi covers options granted in 2009 and 2011.
Mr Sodi currently holds an option granted in 2009 of buying 2.4 million shares of Diligent stock for 14 cents per share.
The company will cancel 1.6 million of the shares and instead grant Mr Sodi the option to buy the stock at the market price, currently $6.36 per share.
The difference will be made up in cash which Mr Sodi will be awarded if the company achieves revenue growth of at least 7% in the 12 months to June, 2014.
On the 2011 option to buy 3 million shares for 82 cents per share, 2.5 million shares will be cancelled and replaced with performance-based shares.