Edward Hauder

Background

About Edward Hauder

Helping companies stay out of the penalty box with shareholders, proxy advisors, and the media. Finds practical solutions for technical matters impacting executive and director compensation. Independent board and management advisor on matters concerning executive and director compensation, corporate governance and mergers & acquisitions, and shareholder engagement. Executive compensation - technical issues including financial accounting, securities, tax, corporate governance, proxy disclosure, and securing shareholder approval of cash and equity compensation plans, including Institutional Shareholder Services (ISS) modeling - developed the Flexible Share Authorization; also assist companies understand the alignment of their pay with performance and have developed ways for companies to effectively communicate this to their shareholders to assist with their Say on Pay votes. Serve as the compensation consultant for compensation committees and management at companies of all sizes - from pre-IPO companies to FORTUNE 500 and S&P 500 companies. Corporate Governance - consult on best practices and investor points of view on corporate governance, including consideration of ISS (Institutional Shareholder Services), Glass Lewis, Council of Institutional Investors, and significant institutional investors such as pension funds, mutual funds, hedge funds and activist investors (Icahn, Ackman, Cerberus, etc.). Mergers & Acquisitions - assist companies with due diligence around HR and executive compensation, including 280G modeling, restructuring of compensation to minimize impact of excise tax, retention award designs, equity award treatment upon deal close, HR integration strategies and designs, and spin-offs.