INDEPENDENCE
Why we sell nothing to your management team​
Compensation committees do not retain advisers only for the analysis. They retain them to create a record that the pay-setting process was independent of the people being paid. That is a difficult record to build with a firm that is also selling to those people.
​
Judicial scrutiny of executive pay has swung back and forth for nearly a century, from intrusive to relaxed. Through all of it, the cases almost never turn on the dollar amounts but on process: who decided, what that person stood to gain, and whether a record exists showing the decision was informed.
​
Under the NYSE and Nasdaq listing standards implementing SEC Rule 10C-1(b)(4), a compensation committee must consider six specific factors about an adviser's independence before selecting one. Smaller reporting companies are exempt from having to run that analysis — but directors, counsel, and proxy advisers have absorbed the norm regardless, and the exemption is not a defense anyone wants to rely on.
​
Here is how each factor applies to us, in plain terms.
​
Our relationship with Cannae HR Solutions
Cannae Compensation Advisory shares a name and a founder with Cannae HR Solutions, an HR outsourcing firm. The two are deliberately separate, and we do not accept compensation committee engagements from companies that receive outsourcing services from Cannae HR Solutions and vice versa. We would rather decline the work than have your committee explain the overlap.
What you get in writing
​
-
A conflicts disclosure before you engage us
-
Our written conflict-of-interest policy
-
Confirmation that we hold no company securities
-
Fee disclosure suitable for your committee minutes