Case Studies

A client was facing a “no vote” recommendation and high concern levels for pay for performance alignment from ISS and Glass Lewis. They asked us to revise the CD&A to focus on pay for performance and to prepare talking points and coach outside directors for a shareholder outreach campaign we managed with the proxy solicitor. They handily won say-on-pay. Equally important, we worked with the client to modify its pay program so that the next year’s say on pay vote was predictable and even better.

One of our clients with a busy legal department decided to outsource their proxy production to specialists. We were hired to quarterback each phase of proxy preparation ranging from concept design and peer benchmarking, to drafting content, coordinating outside corporate counsel and internal teams, graphics, presenting disclosure to the board for approval, and printing, mailing and solicitation. We crafted a proxy that told the unique story about the company’s business, strategy and operations. The client was free to focus on running the business.

A compensation committee was looking for more predictable outcomes from their compensation governance and investor relations strategy. We identified gaps in the committee’s materials regarding IR and disclosure concerns on an imminent incentive payout determination, produced draft disclosure to bolster committee deliberations, and coordinated all parties to produce actionable recommendations for the committee aimed to produce the desired say-on-pay result . The committee was impressed with the result these materials produced. The company hired us to improve their meeting calendars, agendas and materials, and to partner with their compensation consultant.

We have deep experience representing management teams of executives and in one case had a tricky executive chair transition. Our job was to make sure the CEO could run the business without fear of encroachment by the executive chair, so we constructed board approved responsibilities and compensation for the CEO and executive chair, and guardrails for “good reason” severance packages. We also negotiated go forward offer letters for the executive team with meaningful stay bonuses.