Executive Compensation and Corporate Governance Solutions Service Sheet – Executive Compensation

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FTI Consulting’s executive compensation and corporate governance experts provide objective, independent advice and counsel to ensure that a company’s compensation program is competitive, balanced and well aligned with its business model and its strategy. We believe that designing effective and appropriate compensation programs for executives and board members cannot be approached in a transactional manner, but rather requires a proactive, relationship-driven approach that includes review and understanding an organization’s compensation culture, strategy, and philosophy, interviewing and building relationships with the organization’s board and leadership team, and fostering a lifelong relationship year with customers.

our expertise

Over the past 15 years, FTI Consulting’s executive compensation and corporate governance solutions team has served as a trusted advisor to more than 200 public and private companies. Our expertise covers complex and routine compensation and governance issues. We pride ourselves on our relationship-based approach, which allows our experienced professionals to leverage our in-depth knowledge of the dynamics and key factors that directly impact our clients to design compensation programs that support organizational goals. This approach is only possible by engaging in relationship-focused consulting that focuses on each company’s underlying culture and strategy.

FTI Consulting works closely with public and private companies to create personalized and balanced compensation programs designed to reward and motivate management for long-term performance. We provide strategic advice based on a range of compensation factors, including economic, tax, accounting, institutional investor policies and governance standards.

FTI Consulting helps clients develop strong governance policies and procedures. Our senior consultants’ experience in various industries allows us to understand key governance issues and assess the strengths and weaknesses of the company’s governance structure.

We work with our clients to design shareholder outreach programs for building long-term relationships with investors to build and foster credibility, solicit feedback and gain support on Say-On-Pay .

Abilities

Competitive Compensation Review

Work with compensation committees and leadership teams to conduct a comprehensive review of competitive market data and provide thoughtful recommendations for the following:

  • Peer group development and executive compensation benchmarking

  • Compensation philosophy and objectives

  • Compensation Amount and Program Structure

  • Benefits and Perquisites

  • Work and dismissal agreements

  • Large-scale employee compensation benchmarking

  • Remuneration of the board of directors

Design of incentive plans

Prepare in-depth analyzes and recommendations for short-term and long-term incentives that consider the following:

  • Performance metrics and goal setting to drive real performance

  • Balance between objective financial goals and subjective corporate and individual goals

  • Analysis of the composition of compensation

  • Plan leverage and calibration

  • Accounting and tax implications

  • Plan vehicle selection

  • Payment calculations

Proxy related services

Provide guidance and best practices regarding the disclosure of proxy statements and other materials related to say-on-pay proposals:

  • Write proxy content and design graphics

  • Termination Table Calculations

  • CEO Pay Ratio Calculations

  • Design of a stock incentive plan

  • Forecast pay-for-performance results using the ISS model

Corporate Governance Services

Provide support to the Board of Directors in key areas of governance, including:

  • Compensation risk assessments

  • Board and management assessments

  • Corporate governance diagnosis

  • Shareholder engagement and awareness

  • Institutional Investor and Proxy Advisor Policy Guidance

Litigation Support Services

Leveraging our extensive compensation knowledge base and technical expertise, we provide professional litigation support services and expert testimony for compensation-related disputes. Our seasoned compensation, tax and accounting professionals can be invaluable assets amid the complex legal issues and challenges of compensation-related matters. We provide the following compensation litigation support services:

  • Testimony and expert witness reports

  • Arbitration/mediation

Corporate transaction services

IPO/Public Company Readiness Services
We serve as compensation advisors for IPO and 144A offerings, which includes structuring pre- and post-IPO cash and equity compensation programs that balance executive liquidity and dilution concerns shareholders.

Mergers and Acquisitions Services
Our transaction-related services include calculating G280 excise tax gross-up payments, negotiating employment, non-competition and retention agreements, and analyzing and calculating all costs related to the remuneration of transactions. We also advise companies on the post-acquisition integration of employees into the new corporate structure.

Management internalizations
We are uniquely placed to advise companies throughout the complex process of converting an externally managed business into a self-managed business. Our services include the evaluation of the external manager, the structuring of the compensation program for the management team when they enter the company, assistance in tax and accounting matters, the preparation of strategic communications to effectively explain the process internalisation to investors and analysts and the issuance of fairness opinions.

Human Capital Management Services

  • Organizational structure and operational efficiency

  • Organizational benchmark (staff, mix, workloads, etc.)

  • Mapping of jobs, salary brackets and ranking

  • Governance and Compliance of Compensation and Benefits Plans

  • Succession planning

The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.

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Helen D. Jessen