Executive-Compensation IPO Readiness Director

The mandate

A digital bank preparing for a public listing has executive equity spread across founder shares, option grants, retention awards and informal performance promises. Historic board minutes do not consistently match plan administration, and proposed public-company measures overlap with annual bonus outcomes. The remuneration committee designate needs an executable first-cycle framework and complete decision evidence, not a benchmark presentation detached from existing rights.

The ten-week deliverable comprises an executive-reward rights inventory, governance calendar, performance architecture and disclosure-ready evidence pack. Milestone one reconciles participants, instruments and authorities in week two; milestone two sets reward principles and role comparisons in week four; milestone three develops measures and testing in week six; milestone four rehearses committee decisions in week eight; milestone five supplies accepted controls, papers and implementation priorities.

The client will provide appointment letters, plan rules, cap tables, grant records, vesting and exercise data, board minutes, performance scorecards, payroll files, benchmark sources, listing-timetable assumptions and adviser guidance. Acceptance requires every executive award to reconcile across legal, administrative and payroll records, measure definitions to reproduce from named sources and committee members to complete a simulated grant, outcome and disclosure review.

The consultancy will not issue legal, tax, accounting or listing opinions; value the bank; set individual remuneration; amend equity rights; select executives; draft formal disclosures; or administer awards. Counsel and appointed advisers retain professional conclusions. The project will expose inconsistencies and choices, but authorised directors decide policy and management remains responsible for source accuracy.

Outputs must distinguish legacy entitlement, prospective design, retention intervention and shareholder-facing performance logic. All discretion, malus, clawback, leaver, change-of-control and disclosure dependencies will have explicit owners. Award implementation, prospectus drafting and committee support beyond the ten weeks remain outside scope unless contracted as a separate deliverable.

Why this is external work

Private-company practices accumulated through fundraising and retention decisions, while internal reward capacity is absorbed by listing preparation. Independence is necessary because senior participants influence both records and future design. External executive-reward specialists can reconcile inherited rights and build committee routines without setting pay or issuing listing advice.

What you will own

• Reconcile executive population, instrument, grant, vesting, exercise, leaver and approval evidence across all source records.
• Compare role scope and reward positioning using transparent peer selection, scale, accountability and listing-stage context.
• Design annual and long-term measures with clear definition, weighting, threshold, maximum, attribution and verification ownership.
• Test overlap, leverage, windfall, retention, dilution, malus, clawback and discretion under base and downside scenarios.
• Build committee calendars, delegated authorities, paper standards, conflict safeguards, minutes and independent-adviser interfaces.
• Rehearse award, performance-outcome and disclosure decisions using realistic executive cases and deliberately incomplete evidence.
• Deliver the rights inventory, performance architecture, governance handbook, control matrix and accepted readiness roadmap.

Candidate qualifications

• Led executive-compensation readiness for a regulated financial-services IPO or first public-company reward cycle.
• Reconciled founder equity, options, retention grants, board minutes, payroll and administrator records before listing.
• Designed annual and long-term performance measures without double rewarding outcomes or relying on unverifiable discretion.
• Established remuneration-committee authorities, paper standards, conflict management, malus, clawback and decision evidence.
• Worked with counsel, tax, listing and accounting specialists without issuing their professional conclusions.
• Left directors and internal reward teams able to rehearse and operate the first cycle independently.

Non-negotiables

• Can complete five Vienna-led committee and executive-equity workshops within the ten-week timetable.
• Will disclose executive, investor, bank, reward-adviser, administrator, audit and listing-firm relationships.
• Brings executive-reward readiness through an actual IPO; private-company benchmarking alone is insufficient.
• Accepts no authority over individual pay, legal rights, formal disclosure, equity administration or listing decisions.

1. 49 words maximum. Describe an IPO reward record where board approval, plan terms and administration did not reconcile.
2. 49 words maximum. Which test prevents annual and long-term incentives from rewarding the same outcome twice?
3. 49 words maximum. What evidence should a new remuneration committee rehearse before its first grant decision?