Latest posts
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What 275 executive-appointment filings actually contain
Original research from SEC filings, built for small-cap compensation committees.
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Say-on-pay came in under 70%. Here’s what your board does next.
Say-on-pay is advisory. The board is not bound by the result, no one is removed, and nothing about the compensation you already paid changes. Companies sometimes take this to mean a weak vote is survivable in the ordinary sense — an unpleasant data point, then back to work. It is survivable. It is not quiet.…
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You just hired a new CFO. Now you have to defend the package.
When you hire a new CFO, the compensation package gets read twice by two different audiences with two different questions. The first reading happens within four business days, when you file the Item 5.02 8-K. The audience is the market, and the question is what did they agree to pay. The second reading happens the…
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How to build a defensible executive compensation peer group (and the five mistakes that draw an ‘against’ vote)
The peer group is the load-bearing wall of executive compensation disclosure. Every percentile you cite, every “competitive positioning” claim, every defense of a large grant rests on it. Get it right and the rest of the conversation is arithmetic. Get it wrong and nothing downstream can be salvaged, because every number you publish is measured…
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What ISS and Glass Lewis actually check in a small-cap proxy: a CFO’s checklist
Most small-cap boards prepare for proxy season by worrying about the wrong things. They rehearse the story behind a single large grant, then get flagged for something structural they never looked at — a peer group nobody documented, an equity plan running hotter than they realized, a committee section that reads like a template. Proxy…
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The $25,000 comp study vs. the $1,500 benchmark: what you’re actually paying for
Every compensation committee eventually asks the same question: is this package reasonable against our peers? There are two ways to buy the answer. One costs about $25,000 and takes six to eight weeks. The other costs $1,500 and arrives the next business day. I have sat on the buying side of both — I am…