By: Hugessen  09-12-2011
Keywords: Shareholder, Executive Compensation, Compensation Policy

Our services support good governance in executive compensation by bringing unconflicted, independent expertise directly to the compensation committee and the board. We advise our clients on compensation policy, appropriate levels and forms of compensation, related performance conditions and requirements, and on associated governance and shareholder issues:

Executive compensation governance

  • Compensation Committee best practices
  • Compensation Committee mandate or charter
  • Compensation Committee agenda-setting
  • Regulatory and shareholder issues
  • Executive compensation disclosure
  • Response to current trends (e.g. Say on Pay)

Executive compensation policy development

  • Compensation trend reporting
  • Selection of comparator group
  • Pay and performance benchmarking and positioning
  • Performance analysis and pay-for-performance policy development

Compensation plan review & design

  • Base salaries
  • Annual incentives
  • Stock Options
  • Restricted and Performance Share Units
  • Executive contracts
  • Employment agreements
  • Retention agreements
  • Change of control agreements
  • Share ownership guidelines
  • Recoupment provisions
  • Supplemental retirement plan designs

Performance measurement and goal-setting

  • Selection and weighting of relevant performance measures
  • Determination of specific performance levels (e.g. threshold, target, max)
  • Interpretation of company-specific and market results

Advice on CEO and NEO compensation and performance

  • Application of policies in context of performance
  • Annual reviews

Director Compensation

  • Board and Committee retainers

Special Situations

  • Advisor in M&A transactions
  • Advisor in Special Purposes Committees

Keywords: Compensation Policy, Executive Compensation, Shareholder, Shareholder Issues,