It's his relationship with KM. He would feel he let KM down.
From his perspective he is doing "the right thing" by approving these gargantuan grants to KM, as compensation for the horrible wrong of having shareholders think they own the company.
Directors like PWO, who live on Mt Olympus and have no sensibility about the rights of average Joes, simply never consider the impact of their actions on shareholders. They live in a different world and have considerations exclusive to themselves.
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