Compensation Philosophy
- Compensation guiding principles/philosophy and alignment of principles with business objectives
- Desired mix of fixed vs. variable (at-risk) compensation
- Form, structure and positioning of equity awards
- Define market for executive talent and peer group development
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Competitive Pay Benchmarking
- Executive pay benchmarking for private and public companies
- Board of Directors’ pay benchmarking
- Broad-based equity program benchmarking
Short-Term Incentive Program Design/Review/Audit
- Award opportunities
- Metrics, targets, weighting
- Performance period and payout leverage
- Section 162(m) considerations
Long-Term Incentive Design/Review/Audit
- Equity burn rate, overhang and other dilution analyses
- Broad-based equity guidelines development/review
- Equity vehicle alternatives (options, restricted stock/units, performance shares) and considerations
- Annual equity usage modeling and impact of internal/external program changes
- Share pool funding review, including post-IPO equity funding strategies
Board of Directors Compensation
- Competitive benchmarking for individual Board/committee roles and in the aggregate
- Program design review
- Post-IPO compensation program development for late-stage private companies
Compensation Committee Advisors
- Continuing education/updates on compensation trends, best practices, legislative and regulatory developments
- Attendance at compensation committee meetings
- Development of Compensation Committee annual calendar, formal meeting processes, and responsibilities lists, consistent with best practices
Shareholder Advisory Vote on Executive Compensation
- Company proposal design and implementation
- Shareholder vote strategy and execution
- Proxy advisory firm review analysis and strategy
- Ongoing updates on current developments
Contractual Arrangements
- Change-of-control agreements
- Employee agreements
- Retention/transactions/incentives
Stock Ownership Guidelines
- Competitive market and best practices for executives and directors
- Formal policy statement review, development and adoption
- Ongoing updates on current developments
Legal, Regulatory and Accounting Compliance
- Accounting
- Securities
- Tax
- Congress
- Litigation support
- Shareholder activism
Compensation Disclosure
- Compensation Discussion and Analysis - drafting and review
- CEO pay ratio disclosure
- Compensation-related risk assessment