We understand how important it is to attract and retain the best independent directors for your company. With increased regulations, shareholder activism, and other external factors, the independent directors of the boards of private, public, and not-for-profit organizations are faced with increased scrutiny surrounding director compensation. With the recent increase in litigation regarding director compensation, we recognize that it is more important than ever to have the right director compensation plans in place. We provide support for the compensation and governance committees, and serves as an advisor to help directors make fiscally responsible compensation decisions.

We conduct market competitive analyses of director compensation levels, including the individual components that make up director compensation such as retainer fees, meeting fees, and equity awards. We will work with the board to determine weaknesses and risk in the compensation structure, as well as to provide guidance on board governance best practices.

Our services include:

• Annual retainer benchmarking
• Committee and meeting compensation benchmarking
• Equity and/or long-term awards
• Share ownership guidelines
• Board composition prevalence
• Committee charters and governance review