ClearBridge Compensation Group

ClearBridge Compensation Group An independent consulting firm providing advice to boards of directors and senior management on the design of effective executive compensation programs.

ClearBridge Compensation Group is an independent consulting firm providing advice to boards of directors and senior management on the design of effective executive compensation programs with a focus on shareholder alignment, linkage with business strategy, and adherence to strong governance standards. Our consultants have extensive experience and expertise in executive compensation program design. Our work spans across industries for both publicly-traded and privately-held companies.

08/05/2025

Proxy Advisory Firm Updates: Glass Lewis Overhauls Pay-for-Performance Test; ISS Opens 2025 Benchmark Survey Policy

Glass Lewis recently announced a methodology update to its Pay-for-Performance model which will apply to shareholder meetings beginning in 2026, and ISS has launched its 2025 Benchmark Policy Survey, to help shape its future proxy voting guidelines.

Please see our MARKETupdate for details.

http://bit.ly/4fkp3ZM

04/30/2025

CLEARthinking: Industry Matters: Comparison of CFO Pay

CFOs play a critical role in managing risk and the financial health of their company. As companies navigate technological advancements, globalization, increased competition, and evolving macroeconomic conditions, the CFO role has expanded to take on broader strategic responsibilities.

With the increase in the scope and complexity of the CFO role, pay practices have also evolved. Differences in CFO pay practices are often shaped by sector-specific factors, such as the complexity of financial operations, exposure to regulatory scrutiny, pace of innovation, and capital intensity. The competitive landscape for finance talent also varies by industry, further influencing pay levels/design.

In this CLEARthinking, we examine how CFO compensation compares across sectors, analyzing target CFO pay levels, pay mix, and recent growth trends among 600+ mid-cap companies across 10 sectors.

bit.ly/3GKdMom

04/07/2025

As the market remains in flux following recent tariff-related announcements and broader macroeconomic headwinds, companies are navigating a new wave of uncertainty, one that poses real challenges to executive compensation strategy.

Compensation committees and HR leaders are asking, “What should we be doing?” Our guidance is simple: plan now, act later.

As discussed in our CLEARthinking, decisions companies make around executive compensation should reflect discipline and foresight – not short-term reactions to market noise. By being proactive and modeling potential scenarios, companies can position themselves to make fully informed decisions as the economic picture becomes clearer.

https://bit.ly/3R9lria

03/25/2025

As scrutiny on executive compensation continues to intensify, companies must proactively engage with shareholders to build trust and secure support. Our latest CLEARthinking article explores effective strategies for companies to communicate pay decisions, align compensation with performance, and navigate shareholder expectations.

bit.ly/4c7ZJEX

03/10/2025

IRS Issues Proposed Regulations to Section 162(m)

The IRS recently proposed an expansion to the definition of a “Covered Employee” under Section 162(m) to take effect for taxable years beginning after December 31, 2026. As a reminder, public comments on the proposed updates are due by March 17, 2025.

Please see our MARKETupdate for a summary of the released updates.

https://bit.ly/3QWLXLu

03/04/2025

Following the Dodd-Frank Act, the SEC implemented a requirement for companies to disclose any compensation policies and practices that create risks reasonably likely to have a material adverse effect on the company. In order to comply with this SEC disclosure requirement and as good governance, best practice is to annually evaluate compensation programs from a risk perspective.

Provided in this CLEARthinking article is an approach companies can use for implementing an annual compensation risk assessment, as well as examples of compensation principles that companies should look at for evaluating potential risk.

https://bit.ly/4btn7MD

02/25/2025

In today's business and governance environment, aligning executive compensation with company performance is essential. Shareholders, proxy advisors, and boards expect increased transparency and a clear connection between pay and long-term value creation. See our recent CLEARthinking article for more detail on the best practices for creating effective incentive plans.

https://bit.ly/4bcyQPP

02/12/2025

As companies are discussing their annual and long-term incentive plan goals for 2025, we at ClearBridge looked at how companies set goals across 100 small-cap, 100 mid-cap, and 100 large-cap companies. This report, the latest installment in our ClearBridge 300 series, summarizes our findings.

http://bit.ly/42SB44x

01/30/2025

With the recent increased optimism of a resurgent IPO market in 2025, companies preparing to go public face many compensation-related decisions as they shift from a privately-held to a publicly-traded company. In this CLEARthinking article, we discuss the key equity compensation-related decisions upon going public, including establishing a stock plan, determining potential IPO-related grants, and structuring the go-forward long-term incentive program.

https://tinyurl.com/yc6w9wa7

01/28/2025

As companies are discussing their annual incentive plans for 2025, we at ClearBridge looked back over the past few years and reviewed annual incentive plan practices and trends from 2022 to 2024 among 100 small-cap, 100 mid-cap, and 100 large-cap companies. This report, the latest installment of our ClearBridge 300 series, summarizes our findings.
https://tinyurl.com/52mjzwpf

01/16/2025

As the new year begins, Compensation Committees are preparing for another year of challenges in today’s business landscape. ClearBridge Compensation Group outlines five key priorities for 2025 to help Committees navigate these challenges and support them in their pivotal role in shaping executive pay and adhering to strong governance standards.

Please see our latest CLEARthinking article for more detail or visit us on our website.

https://tinyurl.com/p4b8kpkt

01/10/2025

Incentive Design Learnings from NFL Player Incentives

With the NFL playoffs about to kickoff, we’re looking back to a different kind of drama: Week 18 of the NFL. It turns out, the real action wasn’t just on the field—it was in the contract incentives that drove player performance and behavior. In this CLEARthinking article, we dive into how the contract incentives of three NFL players influenced their on-field actions, offering a real-life look at how incentives impact performance.

https://tinyurl.com/ybs4x2ft

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