Compensation Oversight

We are often appointed as the independent compensation consultants to the human resources and compensation committee. We support the entirety of the committee’s mandate including: compensation strategy, compensation levels, compensation and incentive design, pay-for-performance modeling, shareholder and investor engagement, governance programs, etc. We ensure that the compensation programs support the business strategy and are integrated throughout the organization. We provide independent and objective advice to the committee while working collaboratively with management to build a deep understanding of the business.

We have extensive market insights on the design of share ownership guidelines along with an understanding of governance preferences. Our tools allow us to model an executive’s ability to comply with various guidelines under different performance scenarios and plan design features.

We support the development and review of clawback policies based on the latest market insights and our experience as compensation consultants. We help you navigate these complex and nuanced provisions for alignment with business needs, market practices, governance preferences and regulatory requirements (e.g., CSA, SEC, etc.).

Leveraging our standard methodology, we assess your programs from a risk perspective including compensation governance, incentive plan designs, pay-for-performance, etc. We believe it is important to consider the risk mitigating features of the compensation program and ensure that the programs support sufficient risk-taking aligned with the business strategy.

Our governance team brings a unique combination of deep understanding of executive compensation design, disclosure best practices, investor perspectives, and communication skills to help review, refine and draft CD&A disclosures. The range of our services can vary from an over-the-shoulder review to complete outsourcing of the CD&A, including all tabular components.

Our governance team regularly monitors and tracks the policies of the major proxy advisors (including Institutional Shareholder Services – ISS – and Glass Lewis) and key institutional shareholders across Canada, including say on pay. We provide insights on potential risk factors within your executive compensation and governance programs. We also simulate the various evaluations conducted by proxy advisors and/or assist in using their tools (e.g., pay-for-performance, equity plans, etc.).

As companies increasingly reach-out and engage with key investors / shareholders, our governance team helps you prepare for these discussions by reviewing and summarizing your plans relative to market practices and investor policies. We create summary talking points / messaging to help facilitate meaningful dialogue on the rationale and design of your executive compensation programs in support of say-on-pay or direct investor outreach.

We support your compensation programs from end-to-end including implementation. With a deep understanding of your compensation plans, we can help you build an implementation and communication strategy that addresses stakeholder needs and key messages. Based on this, we support the development of specific communication materials (e.g., compensation statements, FAQs, presentations, guidebooks, plan documentation) and other implementation support (e.g., train the trainer presentations, tools and templates, modeling, etc.).

We regularly monitor market, governance and regulatory trends to be highly informed of the ever-changing compensation and governance landscape. We present customized trends presentations to human resources committees and address questions to ensure that all committee members are well educated to address upcoming executive compensation decisions.

As human resources committee mandates expand, we help committee’s address their new oversight responsibilities. We review talent strategies, identify key questions and develop talent dashboards to monitor and track progress overtime. We conduct HR metrics surveys for clients to help benchmark and understand their HR outcomes (e.g., turnover, time to hire, promotions, diversity, etc.).

We start with an understanding of the current state of your HR committee and work with them to understand potential gaps in the committee’s charter relative to talent strategies, market practices and governance trends. We support the revision of the committee charter, development of a responsibility matrix and provide tools / templates for meeting agendas and meeting materials.