We offer counsel on executive compensation disclosure with a comprehensive review of the Compensation Discussion and Analysis (CD&A) to ensure current practices align with investor expectations and pay-for-performance evaluations. Our team conducts 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. We provide 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.
- Providing 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.