Executive Compensation & Corporate Governance | FTI Consulting
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Executive Compensation & Corporate Governance

Executive compensation continues to be a hot button issue that is highly scrutinized and increasingly complex. Today’s executive compensation programs must address a company’s specific needs while balancing regulatory requirements (Dodd-Frank Act and SEC requirements), shareholder concerns and corporate governance standards. The Executive Compensation and Corporate Governance Solutions team at FTI Consulting provides objective and strong advice to design and implement a comprehensive executive compensation program that attracts and retains top talent that effectively rewards and motivates management and employees for the right kind of performance, while closely aligning the interests of employees with those of the company’s shareholders and investors.

Our team of trusted advisors has served more than 100 public and private companies, developing custom-tailored compensation programs around the key drivers and unique dynamics associated with each client and their industry. We have worked across a variety of industries, including asset management, banking, financial services, distribution, industrial, manufacturing, healthcare, retail, real estate and technology.


Our Service Offerings

Competitive Compensation Review

Our team partners with Compensation Committees and management teams to perform a comprehensive review of competitive data and recommended changes, including:

  • Base salary
  • Annual cash incentives
  • Long-term incentives
  • Benefits and perquisites
  • Pay mix
  • Employment and severance agreements
  • Pay philosophy and objectives
  • Equity dilution
  • Grant types
  • Board of directors compensation

Incentive Plan Design

We prepare an in depth analysis and recommendations for cash incentives and long-term incentives that consider:

  • Performance metric and goal setting to drive real performance
  • Balance of objective financial goals and subjective corporate and individual goals
  • Plan leverage
  • Accounting and tax implications
  • Plan vehicle selection

Proxy Related Services

Provide guidance and best practice for information included in the proxy statement and other materials relating to say-on-pay proposals:

  • Draft the Compensation Discussion and Analysis, including content and enhanced graphics
  • Calculation of potential severance payments
  • CEO pay ratio calculations
  • Equity incentive plan design
  • Audit of compensation tables

Corporate Governance Services

We support the Board of Directors for key governance areas, including:

  • Compensation Risk Assessments
  • Guidance on institutional investor policies and proxy advisor policies
  • Board and executive evaluations
  • Succession planning
  • Stock ownership requirements
  • Shareholder engagement and outreach

Litigation Support

Drawing upon our extensive compensation knowledge base and technical expertise, we provide professional litigation support services and expert testimony for compensation-related litigation.

Our seasoned compensation, tax and accounting professionals are a valuable asset amidst the complex legal issues and challenges of compensation-related matters. We provide the following compensation-related litigation support services:

  • Expert Witness Testimony
  • Expert Witness Reports
  • Arbitration/Mediation 

Corporate Transaction Services

IPO Compensation Services: We have served as compensation advisors on IPO and 144A offerings, which include the structuring of pre- and post-IPO cash and equity compensation that balances executive liquidity and shareholder dilution concerns.

Mergers and Acquisition Services: When serving as advisors on transactions, our services have included the computation of 280G excise tax gross-up payments, negotiation of employment, non-compete and retention agreements and analysis and computation for all compensation-related costs of the transactions. In addition, we advise companies on the post-acquisition integration of employees into the new corporate structure.

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