Compensation is the lifeblood of public companies, the equity components of which require shareholder approval. Over the past several years, executive compensation has increasingly come under scrutiny from investors, their advisors, regulators, media and the public. In the current environment, "getting pay right" is critical.
Our Equity Plan Evaluation service cross-references your proposed equity plans and related proxy proposals against the policies, guidelines and hot button issues of your top institutional investors as well as the leading proxy advisors many of them rely on (e.g. ISS and Glass Lewis).
This review includes consideration of annual burn rates, option over-hang, overall plan dilution, and the presence of particular plan features which your investors or their proxy advisors may find objectionable. With respect to proxy advisors, before dismissing out of hand any pay feature that may not meet their requirements, we first assess what the actual impact of a negative vote recommendation will be on your unique institutional ownership base.
Frequently this process will identify one or two potential "swing" institutional investors that practice flexible, company-specific voting, and where direct dialogue between them and the company can help ensure their support. In these cases, we advise our clients on the likely questions and issues the investor will focus on, and assist in compiling relevant and targeted "talking-points" with which to engage investors.