Executive Compensation

In our experience, focusing on the structure and language of key sections of the proxy statement that voting decision makers will scrutinize can have a positive impact on investor perception and their willingness to support the Board and its voting recommendations. 

This is particularly necessary for 2023 proxies as they will be the first to come out in the era of Universal Proxy, which will effectively reduce the cost of running a dissident campaign for Board seats. Against this backdrop, directors will be at much greater risk, particularly at name-brand companies.

SGA can help by:

• Reviewing and updating the Company’s Compensation Discussion & Analysis (CD&A), sometimes resulting in a complete rewrite.
• Coordinating the proxy development process with your internal team to ensure delivery of a robust proxy statement, incorporating reviews from management and directors, in line with the legal timeline for the next AGM;
• Working with the Company to develop key themes for the proxy statement, and focus the language in key sections to spotlight what the compensation and governance analysts need to see;
• Conducting an analysis of the Company’s corporate governance structure from an institutional investor perspective; and
• Undertaking other responsibilities, as mutually agreed, to ensure timely delivery of a robust proxy statement for the next AGM.