Executive Compensation Consulting

It's not just your executives who are looking closely at your pay practices. Increasingly regulators, shareholders and the public will scrutinize executive compensation to understand to what degree that compensation is fair, reasonable and compliant.

Gallagher offers deep expertise in advising public companies on how to structure compensation and incentive programs to meet corporate governance guidelines and shareholder expectations. We help navigate voting campaigns, proxy advisor guidelines and other factors when designing incentive plans and overall compensation programs for public companies.

Services for publicly traded companies include:

• Compensation committee advisory
• Executive and director compensation review
• Cash and equity incentive plan design
• Equity program analysis: Burn rate, share dilution, and shareholder value transfer (SVT) analysis
• Special services: Institutional shareholder services (ISS) reviews, mergers and acquisitions, expert witness, initial public offering (IPO), Internal Revenue Code (IRC) 280G, and others

Privately held companies face the challenge of maintaining leadership incentive programs without the ability to leverage company stock, particularly for long-term incentives. Gallagher brings extensive experience developing creative solutions to include equity, pseudo equity or transaction-based vehicles to help attract and retain key employees.

Gallagher offers extensive experience focusing on:

• Compensation committee advisory
• Appropriate compensation for family and non-family executives
• Succession planning and generational wealth transfer
• Compensation mix — salary and incentives
• Short- and long-term incentive plan design

We help emerging companies prepare for an exit, potentially through one of the following paths:

• Business combination/sale, including mergers and acquisitions
• Private equity investment often leading to a further exit
• Becoming publicly traded through an initial public offering (IPO) or special purpose acquisition company (SPAC)

Gallagher works to ensure that executive compensation programs are:

• Structured to reward key players in the transaction process
• Market-competitive to attract, motivate, and retain
• Reasonable and appropriate
• Aligned with best practices

Gallagher advisors collaborate closely with boards and executives to analyze industry best practices, develop custom strategies and implement programs tailored for the nonprofit organization.

Services for nonprofit organizations include:

• Executive compensation strategy development
• Executive total compensation benchmarking review
• Annual incentive plan design
• Long-term incentive and retention options, such as 457 plans
• Employment agreement review and development
• Intermediate sanctions review and reasonableness opinion letters
• Compliance with federal and state regulations
• Compensation committee advisory