Executive Pay Overview
NEO-level rollup across P4P alignment, ownership status, severance posture, and proxy disclosure readiness.
Single-page roll-up of every executive-comp signal the comp committee asks about: pay-for-performance alignment, ownership status, severance / CIC packages, and the proxy-disclosure pipeline.
Peer Group + Peer Percentiles, Realized vs Realizable Pay, ownership records, severance contracts, proxy CD&A draft.
Per-NEO alignment scoring, ownership progress, contract exposure (280G gross-ups, double-trigger), and disclosure status.
Realized-pay TSR comparison is 3-year. Comp committee may prefer 1-year or 5-year framing — confirm in the next pre-read.
Three Strong, three Moderate alignment scores; no Weak. One ISS-flagged 280G gross-up (legacy GC contract) is the highest-priority cleanup before next proxy season.
Drive the 280G gross-up to remediation and stand up the Pay-vs-Performance disclosure draft.
Realized-pay vs peer median, with 3-year TSR alignment scoring.
NEO ownership multiple, holding requirement, and progress to target.
Qualifying-termination and CIC packages with double-trigger detail.
Board retainers, committee fees, and equity grants.
CDA + table-by-table proxy disclosure checklist.
Comp-committee-ready summary with all sections.
The 280G excise-tax gross-up in the GC contract is the only ISS flag in the population. P4P is broadly aligned (no Weak ratings), but the CHRO is the weakest P4P link and the only NEO with ownership status Below.
The 280G gross-up is a one-issue veto in ISS Quality Compensation analysis. Even with otherwise-aligned pay, a single legacy gross-up can drive a 'Against' Say-on-Pay recommendation.
(1) Negotiate gross-up removal in next GC contract renewal (or as a side-letter amendment). (2) Communicate ownership-building plan for CHRO to the comp committee.
If the GC contract requires consideration to amend, the cost of removing the gross-up may exceed its expected payout — model the tradeoff.
- Is the GC contract within an amendment window this year, or do we wait to next renewal?
- Does the comp committee want to expand ownership requirements to non-NEO senior leadership?
Walk-away values assume severance triggers at year-end share price + last completed AIP cycle.
Open Pay-for-Performance to step through the alignment scoring methodology.