What is the optimal engagement strategy, objectives, and timing? How well does the company’s strategic messaging take into account the objectives, time horizons, and policies of asset managers, pension & index funds, activists, proxy advisory firms, and other constituencies?
What are the risks the company can address to preclude an activist campaign? Are there strategic implications of activism elsewhere in the sector, particularly among competitors? Does the M&A environment introduce additional risks or opportunities the company should be preparing for? Does the company have the shareholder base it needs to support the strategic plan, or planned strategic transactions? Are there ways to improve on that?
Are shareholders aligned – long before they vote on a pay package – with the board’s strategy to incent sustainable long-term value creation? Are elements of the compensation plan, or its communication, inadvertently triggering shareholder friction? Are there more elemental points of conflict the board must address, particularly after the proxy statement is filed? What are the right discussions to be having, and with which shareholders?
What are the optimal structures to balance accountability and oversight with the flexibility required to manage the business effectively? What new opportunities, and what risks, are emerging as investor expectations continue to reshape the dynamic between shareholders and boards?
