Executive Equity-Compensation Board Examiner — Venture Software

The mandate

Executive packages combine options, restricted stock, performance units, refresh grants and change-of-control terms across financing vintages. Committee papers show grant-date value, while leaders and investors discuss ownership percentage, expected dilution and uncertain exit outcomes. A proposed retention award exposed inconsistent treatment of performance conditions, leaver status and secondary liquidity before the next financing and annual grant cycle.

Three days monthly will cover award-file review, private challenge with Rewards and Finance, and chair preparation; six San Francisco committee sessions and four detailed examinations are included. The examiner will focus on material, exceptional and precedent-setting awards. A proposed off-cycle grant receives an evidence and conflict request within two United States business days, not a recommendation.

The ten-month appointment ends after annual grants and the next financing dilution review. A maximum two-month extension requires a named financing or executive transition, refreshed conflicts and committee approval. Unused days lapse, and the mandate cannot become benchmarking production, cap-table administration, grant design, valuation, negotiation with executives or personal tax advice.

The examiner has no line authority, executive responsibility, remuneration decision, grant-design mandate, valuation role, cap-table control, accounting-signing right, legal or tax opinion, audit function or committee vote. The committee owns awards; management supplies evidence; specialists retain their conclusions. The examiner may expose inconsistency and frame alternatives but approves nothing.

Interests involving executives, employees, investors, board members, valuation firms, recruiters, law firms, tax advisers, auditors or competing companies require disclosure. Prior advice to an affected individual creates recusal. Compensation cannot depend on award value, dilution, financing, retention, exit, accounting result or extension, and personal compensation data stays restricted.

Why the board wants this voice

Founders, executives and investors all have economic stakes in equity decisions, while Rewards, Finance, Legal and Tax describe different measures of value and risk. Independent challenge can help the committee compare evidence and precedent without designing a package, valuing securities, advising an individual or displacing formal decision rights.

What you will own

• Challenge option, restricted-stock, performance-unit, refresh, retention and change-of-control evidence by executive.
• Reconcile authorised pool, cap table, grant terms, vesting, performance, forfeiture, exercise and settlement records.
• Compare grant-date value, ownership, dilution, scenario value, accounting cost and employee communication without conflating them.
• Test performance measures, modification, leaver, acceleration, secondary liquidity and financing-event treatment against precedent.
• Frame scenarios for down round, delayed exit, executive departure, missed milestone, tender offer and acquisition.
• Examine committee authority, conflicts, recusal, specialist reliance, minutes, communication and post-award outcome review.
• Give directors an award dossier, precedent map, dilution questions, conflict record and follow-up agenda.

Candidate qualifications

• Held senior executive-rewards or equity-governance authority in venture-backed and scaling software businesses.
• Governed options, restricted stock, performance awards, refresh grants, tenders and change-of-control terms.
• Reconciled cap table, dilution, valuation, accounting and participant records without administering production grants.
• Challenged founder, investor and executive proposals while preserving committee, Legal, Tax and valuation boundaries.
• Presented several measures of equity value without implying guaranteed personal or exit outcomes.
• Managed strict conflicts involving executives, investors, directors, recruiters, valuers, advisers, auditors and direct competitors during financing events.

Non-negotiables

• Can attend all six San Francisco sessions and complete four controlled award-file examinations.
• Will disclose executive, investor, board, recruiter, valuation, legal, tax, audit and competitor relationships.
• Brings venture-scale executive equity governance; public-company cash remuneration alone is insufficient.
• Accepts no grant design, award, valuation, cap-table, legal, tax, accounting, audit, executive or voting authority.

1. 49 words maximum. Describe an executive equity proposal you challenged after dilution or precedent was rebuilt.
2. 49 words maximum. Which current executive, investor, valuer or adviser relationship could require your recusal?
3. 49 words maximum. What down-round or departure scenario would you put before the committee?