Investor and regulatory pressures have had a dramatic impact on boards of directors’ (BOD) oversight role, especially regarding corporate governance, strategic planning, executive compensation, and succession planning.
BRG professionals are highly experienced in working with company boards of directors, as well as private equity firms and law firms, to improve corporate governance and related policies and practices. They conduct individual and group assessments to enhance BOD oversight, and also work closely with senior leadership teams to strengthen their roles and relationships with their BODs.
Our approach to BOD oversight is holistic and encompasses the following areas:
- Executive pay alignment
- Total compensation reviews
- Incentive compensation design
- BOD/compensation committee advisory services
Executive Pay Alignment
An effective executive compensation program relies on sound governance and compensation practices closely aligned with an organization’s short- and long-term strategic plans and objectives. We provide expert independent analytical reviews and assessments of executive compensation programs and work collaboratively with the BOD, compensation committee, CEO, and other C-suite members to align executive compensation plans with business strategy and objectives.
Total Compensation Reviews
Our total compensation reviews include extensive analysis of competitive data and client program features using published surveys and customized studies. Our reviews typically cover the following areas:
- Base salary
- Bonus opportunities
- Long-term incentives
- Benefits and perquisites, including nonqualified retirement plans
- Severance benefits, including excise tax gross-ups
- Internal equity analysis
- Aggregate equity grant utilization and dilution
- Stock ownership guidelines
- Grant types and mix
- Development of pay philosophy and guiding principles
- Identification and selection of peer groups and data sources
- BOD and executive wealth creation analyses
- Employment and severance agreements
Incentive Compensation Design
We work jointly with clients to custom-design annual bonus plans, profit-sharing plans, long-term performance plans, and transaction-related incentives. This process involves in-depth assessment of corporate, business, and functional-level strategies and performance metrics, and typically includes the following components:
- Benchmarking of competitive incentive design
- Performance metric selection, design, and goal-setting
- Modeling of payout and performance scenarios under alternative business scenarios
- Accounting and economic cost analysis
- Comprehensive industry and comparable industry and business situation analysis
- Detailed absolute and relative performance assessments against business performance
- Customized business performance measure modeling
- Assessment of future expected growth value
- Probability analysis for target setting and calibration
- Strategic plan and execution alignment
BOD/Compensation Committee Advisory Services
We offer a suite of services for compensation committees seeking to retain an independent advisor, including:
- Planning process assistance
- Management proposal reviews
- Program audits
- Compensation risk assessments
- In-depth review of technical issues associated with accounting, tax and securities regulation
- Review of Compensation Discussion and Analysis (CD&A) and other US Securities and Exchange Commission disclosure filings
- Guidance on institutional investor policies and inquiries
