The Advisors' Blog

As you’re making and executing on your summer vacation plans and fun beach reading lists, this Cooley alert suggests, if you’re an executive compensation professional, you don’t forget about what you might wish you had been doing or reading from a professional perspective to feel well prepared for compensation season once the fall arrives. What might that look like? The alert suggests starting with your comp committee meeting checklist and figuring out where you might be better off if you gave yourself the gift of a head start. That might mean you start to:

– Evaluate how in-flight 2026 compensation programs are faring, and, as a result, whether there may be reason to give early thought to changes for the 2027 programs.

– Evaluate whether the existing programs are resulting in any unanticipated risks due to changes in economic and geopolitical circumstances since grant.

– Evaluate whether new-hire practices remain generally appropriate to avoid undue scrambling at the time of hire.

– Evaluate the adequacy of share reserves given dilution projections so that you can start marshaling support for an increase.

– Consider whether any additional clawback protections may be appropriate considering your circumstances.

– Evaluate the adequacy of compensation governance procedures generally and whether changes should be put in place for the coming compensation season.

– Give thought to whether the annual proxy disclosure could benefit from a fundamental refresh, which is a notoriously time-consuming exercise and ill-fitted to a pivot late in the year.

– Make sure any annual stockholder outreach is on track and preferably ahead of pace, whether driven by reason of say-on-pay results or otherwise.

If you don’t yet have such a checklist, the alert also suggests how to start developing one.

– Meredith Ervine