Navigating the Complexities of Executive Compensation: Tips for Negotiating a Competitive and Fair Package

Jan 13, 2023

Negotiating an executive compensation plan can be a complex and challenging process, but with the right approach and preparation, executives can increase their chances of securing a fair and competitive compensation package. There are several key elements of an executive compensation plan, including base salary, bonus, stock options, restricted stock units, performance-based cash incentives, long-term incentive plans, benefits, change of control provisions, clawback provisions, tax implications, and governance and disclosure requirements. These elements can be calculated using various formulas such as base salary formula, bonus formula, stock options formula (Black-Scholes option pricing model), restricted stock units formula, performance-based cash incentives formula, long-term incentive plan formula, benefits formula, change of control provisions formula, clawback provisions formula and executive perquisites formula. Understanding the market conditions, company’s overall goals and objectives and being prepared to discuss the details of these elements is crucial when negotiating executive compensation package. It is important for executives to conduct research, understand the company’s overall goals and objectives, be prepared to discuss the details of various elements of the executive compensation plan, and consult with a tax professional to understand the potential tax implications of the plan. By being well-informed and prepared, executives can negotiate effectively and secure a compensation package that meets their needs and aligns with the company’s goals.

Important Elements of Executive Compensation:

  1. Base salary: A fixed amount of money paid to an executive on a regular basis, such as annually or monthly. Example One: an executive’s base salary is $250,000 per year. Example Two: Executive’s base salary is $350,000 per year.
  2. Bonus: A variable amount of money paid to an executive based on the company’s performance or the executive’s individual performance. Example One: an executive’s bonus is 10% of their base salary, and it will be paid out if the company reaches its revenue target for the year. Example Two: executive’s bonus is 15% of their base salary, and it will be paid out if the company reaches its earnings per share target for the year.
  3. Stock options: The formula for stock options can be the Black-Scholes option pricing model, which calculates the value of an option based on the stock price, exercise price, time to expiration, volatility, and interest rate. Example One: using the Black-Scholes model, an executive is granted stock options with a strike price of $50, a current stock price of $60, an expiration date of 2 years, a volatility of 30% and an interest rate of 2%. Example Two: an executive is granted stock options with a strike price of $30, a current stock price of $40, an expiration date of 3 years, a volatility of 25% and an interest rate of 1%.
  4. Restricted stock units: The formula for restricted stock units can be a calculation of the fair market value of the stock on the date of grant, multiplied by the number of units granted, with adjustments for vesting or performance conditions. Example One: an executive is granted 1,000 shares of restricted stock units with a fair market value of $50 per share on the date of grant, and it will vest 25% per year over four years, with a performance-based acceleration clause. Example Two: an executive is granted 2,500 shares of restricted stock units with a fair market value of $40 per share on the date of grant, and it will vest 20% per year over five years, with a performance-based acceleration clause.
  5. Performance-based cash incentives: A formula that calculates the amount of cash incentives based on the company’s performance or the executive’s individual performance, usually tied to specific performance metrics such as revenue, profit or return on equity. Example One: an executive is eligible for a $50,000 cash incentive if the company reaches its revenue target of $10 million for the year. Example Two: an executive is eligible for a $30,000 cash incentive if the company reaches its profit margin target of 15% for the year.
  6. Long-term incentive plan: A formula that calculates the amount of equity awards to be granted to executives based on specific performance targets or milestones, such as total shareholder return or return on equity over a period of several years. Example One: an executive will receive 100 shares of company stock if the company achieves a total shareholder return of 15% or more over a three-year period. Example Two: an executive will receive 200 shares of company stock if the company achieves a return on equity of 20% or more over a five-year period.
  7. Benefits: A formula that calculates the value of benefits offered to executives, such as health insurance, retirement plans, and other perks. Example One: an executive is eligible for a company car allowance of $800 per month, a housing allowance of $1,500 per month. Example Two: an executive is eligible for a company car allowance of $1,000 per month, a housing allowance of $2,000 per month, and a membership to a gym.
  8. Change of control provisions: A formula that calculates the amount of compensation that would be paid to an executive in the event of a merger or acquisition, such as accelerated vesting of equity awards or cash payments. Example One: an executive will receive a lump sum payment of $1 million if their employment is terminated as a result of a change in control of the company. Example Two: executive will receive a lump sum payment of $1.5 million and accelerated vesting of their equity awards if their employment is terminated as a result of a change in control of the company.
  9. Clawback provisions: A formula that calculates the amount of compensation to be recovered by the company in certain circumstances, such as if the company’s financial results are restated or if the executive is found to have engaged in misconduct. Example One: the company will recover 100% of the executive’s bonus and long-term incentives if the company’s financial results are restated due to fraud or misconduct by the executive. Example Two: the company will recover 50% of the executive’s bonus and long-term incentives if the company’s financial results are restated due to an error that was not caused by the executive.

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About

David McInnis

President & Founding Partner

David has two decades of global recruitment experience and is Founding Partner of Willard Powell. Prior to founding Willard Powell, David worked with Leathwaite International, a global executive search firm. Before his employment with Leathwaite, David worked for Wachovia Securities (now Wells Fargo Securities) supporting the firm’s Investment Banking & Capital Markets Technology group. David is a graduate of Lasell College in Newton, MA, where he received a Bachelor of Science in Business Management with a concentration in Management Information Systems. David also serves as a Trustee on Lasell’s Board.