Equity Plan Drafting

Most equity plans are designed to last ten years. When you're looking that far ahead, you can't afford to overlook the details. With a diverse team of governance, rewards and valuation experts, we help clients consider every angle—allowing them to create plans that meet current and future needs. 

Holistic Support for New Share Requests

Constructing a great equity plan means considering every variable— from current and future business needs to proxy advisor guidelines and investor preferences to legal and technical requirements. Our consultants bring all of these variables into balance and work with clients to manage the entire process of drafting and approving a new equity plan, including:

  • Modeling and optimizing plan size;
  • Selecting and prioritizing key plan features, including award vehicles, performance features, share recycling and evergreen features, among others;
  • Preparing Board of Director materials to ensure strong internal alignment and efficient approval processes;
  • Providing guidance on proxy drafting and disclosure; and
  • Managing investor communication and engagement ahead of shareholder votes.

Director Pay Limit Considerations

Shareholder litigation aimed at director compensation is on the rise, especially with respect to the size of initial and ongoing equity grants. We assist clients in benchmarking and setting director compensation limits that minimize the risk of litigation while giving companies long-term flexibility to pay directors competitively over the lifetime of equity incentive plans.

Underwater Stock Option Exchange Modeling and Repricing

Pursing an underwater stock option exchange is no easy task, and few advisors offer the full complement of skills needed to build a rock-solid plan. We have the actuarial expertise, governance insights, and shareholder engagement experience you need to move through every phase of the design process with confidence, including:

  • Building models to scenario test employee outcomes at multiple exchange ratios;
  • Aligning proposed exchange features with proxy advisor expectations and policies;
  • Crafting an effective story to gain shareholder support for your exchange program; and
  • Communicating with your employees from start to finish so they make informed decisions and understand the process.