Executive Compensation & Corporate Governance
In today’s competitive real estate market, it is critical that your compensation consultant not only understands compensation and governance practices but is also an expert in real estate and the capital markets that serve it. The Executive Compensation and Corporate Governance practice at FTI Consulting has served as the trusted advisor to over 100 public and private real estate companies. We are uniquely qualified to advise clients on complex and routine compensation and other strategic matters by leveraging our in-depth knowledge of the real estate industry and the issues directly impacting REITs, privately owned real estate companies and real estate private equity.
Our extensive institutional knowledge allows us to develop compensation programs that are built around a client’s business plan, which is only possible by engaging in relationship-driven consulting that focuses on the client’s underlying culture and strategy.
Our Service Offerings
Competitive Compensation Review
Our team partners with client Compensation Committees and management teams to perform a comprehensive review of competitive data and recommended changes, including:
- Pay magnitude
- Program structure
- Benefits and perquisites
- Employment and severance agreements
- Pay philosophy and objectives
- Board of directors compensation
Incentive Plan Design
We prepare an in-depth analysis and recommendations for short- 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
- Payout calculations
Proxy Related Services
We provide guidance and best practice related to proxy statement disclosure and other materials relating to say-on-pay proposals:
- Draft content and enhanced graphics for the proxy statement
- Termination table calculations
- 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
- Board and executive evaluations
- Governance diagnostics
- Shareholder engagement and outreach
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
Corporate Transaction Services
IPO Compensation Services: We have served as compensation advisors on IPO and 144A offerings, including the structuring of pre- and post-IPO cash and equity compensation that balances executive liquidity and shareholder dilution concerns.
Mergers and Acquisition Services: Our transaction-related services include 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.
Management Internalizations: We are uniquely suited to advise companies through the complex process of converting from an externally-managed to a self-managed real estate company. Our services include valuing the external manager, structuring the compensation program for the management team upon becoming employees of the REIT, assisting with tax and accounting matters, preparing strategic communications to effectively explain the internalization process to investors and analysts and issuing fairness opinions.
Senior Managing Director
- Webinar: 2018-2019 REIT Executive Compensation & Governance Trends
- Article: 2019 REIT Say-on-Pay Recap: Shareholders Find Their Own Voice
- Video: Podcast: What’s Changing in Executive Compensation Trends
- Newsletter: REIT Executive Compensation and Corporate Governance Insights
- Newsletter: 2019 Proxy Season Best Practices and Trends