Context

  • Private company with shareholders including the CEO/Founder, as well as institutional ownership
  • Company planned to IPO to reaffirm its position as a leading player in its industry, and reduce the constant need for liquidity
  • Compensation programs at the time included salaries, cash bonuses, and stock options for management, and both a cash and equity retainer for directors

The Issues

  • Client wanted to ensure that executive and director compensation practice were competitive and in line with good governance practice
  • Client also required support in drafting prospectus materials

Our Mandate

Governance Related Support

  • Hired by the Board to support the company through IPO, including prospectus drafting, regulatory compliance, executive and director equity plan transition, and developing governance practices
  • Conducted stakeholder interviews and background research to understand goals for IPO, compensation plans, and governance structure
  • Developed modelling on equity plan transition for executives and directors, and proposed compensation models suitable for a newly public company
  • Recommended governance compliance appropriate for the client’s size and stage
Back to Issue & Context

Outcome

  • Drafted and issued prospectus in a timely manner
  • Balanced providing information to shareholders while allowing the company flexibility to make changes going forward in Compensation Discussion & Analysis (CD&A)
  • Developed shareholder engagement strategy, including suggested timeline and topics for discussion
  • Provided market context for shareholder expectations in the Canadian marketplace, which guided decision making
  • Developed go-forward equity plan reserve structure; successful equity plan roll-over for executives and directors
  • Implemented governance practices including share ownership guidelines, anti-hedging policy, and clawback policy