Compensation Committee Advisory Services
Veritas' consulting experience includes a wide range of assignments linking organizational strategy and compensation programs to business strategies.
We specialize in:
• Executive Compensation;
• Board of Directors Compensation and Governance;
• Incentive Compensation and Performance Management;
• Bankruptcy and Reorganization Compensation and Incentive Plans;
• Litigation Support and Expert Witness Services;
• Tax-Deferred Compensation Arrangements; and
• Surveys on Executive Compensation and Organizational Practices within Specialized Industries.
Additionally we provide counsel on performance measurement selection and calibration; executive benefits and perquisites, including non-qualified deferred compensation arrangements, senior executive employment contracts, severance agreements, and change-in-control arrangements.
Our consultants design client-specific annual bonus plans, long-term performance plans and transaction-related incentives. The process generally involves an in-depth assessment of business strategies and performance, identification of optimal performance metrics that drive sustainable performance, and setting goals that are fair to executives and key stakeholders, as well as calibrating pay with sustained performance. This process typically includes:
• Benchmarking of Competitive Incentive Design;
• Performance Metric Selection and Goal-Setting;
• Modeling of Payout and Performance Scenarios;
• Reward Vehicle Selection;
• Accounting and Economic Cost Analysis;
• Comprehensive Industry Analysis; and
• Detailed Absolute and Relative Performance Assessments.
Companies often require technical assistance when interpreting changes in tax law, accounting, securities law and their impact on executive compensation program design. We advise companies on plan documents, change-in-control arrangements and award agreements, and provide counsel, where appropriate, on:
• Tax Analysis (IRC 162(m), 409A, etc.);
• Accounting Analysis (FAS 123r,etc.);
• Securities Law Analysis (SEC, NYSE, NASDAQ, etc.);
• Incentive Plan Approval; and
• Change-in-Control Planning.
Veritas offers a comprehensive suite of services for Compensation Committees seeking to retain an independent advisor including:
• Committee Planning and Process Assistance;
• Management Compensation Program Proposal Analysis;
• Executive Compensation Program Audits;
• Compensation Risk Assessment;
• Ongoing Updates on Significant Trends, Developments and Best Practices;
• In-Depth Review of Technical Issues Associated with Accounting, Tax, SEC, etc.;
• Drafting and Review of CD&A and Compensation-Related SEC Disclosure Filings; and
• Guidance on Institutional Investor Policies and Inquiries (ISS, Glass-Lewis, FMR, etc.).
Companies undergoing corporate restructurings require specialized technical and process knowledge. Veritas has a long history of working on corporate transactions and provides a full range of services in this area:
• Initial Public Offerings;
• Mergers and Acquisitions;
• Bankruptcy and Related Restructuring;
• Subsidiary Redeployment (Spin-off, Spin-out, Split-Off, etc.); and
• Private Equity and Going Private Transactions.
Veritas provides broad support for Boards of Directors in a number of key governance areas. Our services typically cover the following topics:
• Board of Directors Compensation;
• Compensation Committee Process;
• Board, Committee, and CEO Performance Evaluations;
• Executive Succession Planning;
• New Director Orientation; and
• Training Sessions on Broad Market Developments.