ClearBridge Compensation Group

Compensation
As specialists in executive compensation, we work with our clients to develop comprehensive compensation programs. Our most requested services include total compensation review, annual incentive design, long-term incentive design, performance measurement, and board compensation. We also advise on a range of special situations, such as M&A activity, IPOs/de-SPACs, and turnarounds.

Total Compensation Review & Design
-Develop compensation philosophy to support business strategy
-Identify the market against which to assess client compensation practices, including developing a peer group of relevant companies, as applicable
-Assess current pay levels and total compensation program design against the compensation philosophy, internal compensation objectives, and market practices
-Analyze relationship between pay and performance

Annual Incentive Design
-Develop annual incentive plans designed to support business strategy
-Determine design features including participation, vehicle(s), target opportunities, pay for performance leverage, metrics, and goal setting
-Consider regulatory and technical requirements
-Consider implications of design, including external perceptions/risks, proxy disclosure and Say on Pay vote, and shareholder and shareholder advisory group perspectives
-Review plan documents

Long-Term Incentive / Equity Compensation Design
-Develop long-term incentive plans designed to support business strategy and shareholder value creation
-Determine design features including participation, vehicle(s), target opportunities, time horizon, and performance aspects, as applicable (for example, pay for performance leverage, metrics, and goal setting)
-Consider regulatory and technical requirements
-Consider implications of design, including external perceptions/risks, proxy disclosure and Say on Pay vote, and shareholder and shareholder advisory group perspectives
-Analyze share usage (run rate/burn rate and dilution/overhang) vs. market practices
-Review Stock Plan proposals and assist with determining share request terms
-Review plan and award documents

Board of Directors Compensation
-Assess Board compensation against market practices
-Determine Board compensation structure, including compensation levels by element for Board members and Committee Chairs/members (e.g., cash retainer, meeting fees, equity grants), as well as compensation design (e.g., cash/equity mix, equity vehicles/vesting)
-Determine equity ownership and holding requirements

Pay-for-Performance Assessment & Performance Measurement
-Identify key strategic objectives for success
-Define performance metrics and targets for those objectives to ensure goals meet or exceed shareholder expectations
-Calibrate pay for performance relationship
-Run simulations to test plan results under different scenarios to avoid surprises
-Assess historical pay-for-performance alignment

Compensation for Special Situations & Other Services
-Transactional compensation design, including M&A, spin-offs, IPOs, de-SPACs, and joint ventures
-Other special situations, including turnarounds and bankruptcies
-Contractual arrangements, including employment agreements and severance and change-in-control arrangements
-Compensation governance policies, including stock ownership guidelines, clawback policies, anti-hedging/anti-pledging policies

Shareholder Communication
-Draft and/or review compensation disclosure (e.g., proxy, 8-Ks) to ensure disclosure effectively communicates compensation program
-Assist with shareholder engagement process