Compensation Advisory

Clermont Partners supports executive compensation disclosure with a comprehensive review of the CD&A to ensure current practices align with investor expectations and pay-for-performance evaluations. Clermont Partners will provide an in-depth review of executive compensation disclosure in the proxy including executive compensation tables, incentive plan design, peer benchmarking, metric selection rationale, and executive employment agreements.  Clermont Partners provides compensation advisory clients with targeted research, investor expertise, proxy advisor insight, and benchmarking data to support the final proxy disclosure and strategic shareholder engagement moving forward. Strategic compensation advisory services include:

  • Recovering from low shareholder support or a failed Say-on-Pay outcome
  • Intervening with dissident stakeholders, shareholder proponents, and activist investors after a negative Say-on-Pay vote recommendation
  • Compensation research, data, and proxy disclosures for CEO transitions, M&A, and post-IPO program development
  • Developing an in-depth annual shareholder engagement program including shareholder base analysis, investor perception studies on critical areas in the compensation outreach strategy and proxy disclosure
  • Reviewing stock ownership guidelines, clawback policy, and anti-hedging policy, CEO pay ratio disclosure, and proposal language
  • Board compensation benchmarking, peer selection, and compensation oversight disclosure

 

Strategic Shareholder Advisory

Clermont Partners leverages strategic shareholder relations data and insight to provide research-based strategic shareholder advisory services. Through Shareholder Base Analyses and N-PX data, Clermont will provide a comprehensive overview of how your investors vote on specific ballot items,  and identify shareholder activism vulnerabilities. Beyond quarterly to annual meeting preparation, Clermont helps clients build constructive relationships with investors through an initial thorough shareholder engagement program review, followed by custom program development. We help clients build a targeted shareholder engagement strategy that attracts new investors and builds relations with existing holders.  Strategic shareholder advisory services include:

  • Shareholder activism vulnerability assessment, defense, strategic communications, and mitigation
  • Crisis management
  • Build shareholder engagement policies and protocols for the board
  • Expanding investor engagement to proxy committees and voting groups from largest holders
  • Building outreach program outside of quarterly earnings calls and annual shareholder meetings
  • Review proxy disclosure on board philosophy/approach to shareholder engagement, board values, and the board’s role in the engagement process

 

Governance Advisory

Investors are increasingly scrutinizing board accountability, responsiveness, oversight, shareholder engagement, and transparency. Clermont Partners works with clients to support boards and management throughout the annual shareholder engagement process, board and committee meetings, investor presentations, to ensure the company has a robust and strategic narrative to communicate to investors at the end of the fiscal year. Governance advisory services support a range of issues including:

  • Board composition and structure
  • Director elections in contested elections, vote-no campaigns
  • Board evaluations and disclosure
  • Proxy contests/proxy access
  • Anti-hedging/pledging policies
  • Charter and bylaw amendments
  • Shareholder proposals and activism

 

ESG Proxy Advisory

Investors are now expecting that all companies disclose E&S program and strategy in the proxy. Clermont Partners works with clients to develop and implement a program, write policy, and update the proxy with critical E&S information that is easily digestible for all stakeholders.

Contact us to learn more about Proxy Advisory

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