Advisory Board Services BOARDADVISORY SPECIALSITUATIONS DIRECTORS’ COMPENSATION EXECUTIVE PAY PHILOSOPHY & POLICY INCENTIVE PLAN DESIGN PERFORMANCEMEASUREMENT, GOAL SETTING, & ASSESSMENT EXECUTIVE PAY OPPORTUNITY DISCLOSURE & SHAREHOLDER ENGAGEMENT EXECUTIVE CONTRACTS & RELATED PROVISIONS CORPORATEGOVERNANCE
Executive Pay Philosophy & Policy
  • Align compensation plans and objectives with corporate strategy
  • Select comparator groups
  • Determine pay positioning versus peers
  • Ensure pay-for-performance alignment
Incentive Plan Design
  • Select incentive vehicles e.g., annual bonus, stock options, performance share units, restricted (and/or deferred) share units, share purchase programs
  • Select and determine weighting of performance measures
  • Determine cash / treasury settlement, vesting conditions, length of term
  • Consider dilution, tax, and accounting implications
Executive Pay Opportunity
  • Analyze public filings and proxy statements
  • Select and interpret appropriate survey data
  • Determine mix of salary and short-term and long-term incentives
  • Determine appropriate pay opportunity within context of comparator pay levels and internal equity
Performance Measurement, Goal Setting, & Assessment
  • Help determine appropriate performance metrics, and related targets and calibration
  • Provide independent view on financial and business performance
  • Interpret company-specific and market results
  • Facilitate CEO and senior officer performance assessments
Executive Contracts & Related Provisions
  • Support hiring / termination of executives
  • Develop employment agreements
  • Assess change-of-control and general severance arrangements
  • Develop recoupment / clawback policies
  • Advise on use of supplemental retirement plans
Corporate Governance
  • Support drafting of CD&A in proxy circulars and compensation committee mandates
  • Inform Board / committee / management about upcoming regulatory, legislative changes
  • Conduct committee assessments
  • Advise on CEO and senior officer succession planning process
Disclosure and Shareholder Engagement
  • Advise on disclosure of pay practices
  • Assist the committee in communicating the link between corporate results and bonus and long-term incentives awards and payouts
  • Support the Board and management in engagement with shareholders and their representatives (e.g. Institutional Shareholder Services and Glass Lewis) and advisors (e.g. Canadian Coalition for Good Governance)
Special Situations

Advise on executive compensation and related corporate governance in special situations:

  • IPOs / going-private transactions
  • M&A / divestitures
  • Protection / bankruptcy
  • Restructuring
  • Internalization
Directors’ Compensation
  • Determine Board and committee fee levels and structures for non-executive directors
  • Recommend proportion of stock-based compensation
  • Determine appropriate share ownership guidelines
  • Develop fee structure for special-purpose committees