Executive compensation review

Counteroffer · Answers · offer Source: https://trycounteroffer.com/answers/executive-compensation-review

Short answer: Executive compensation review evaluates senior leader offers and existing comp arrangements against peer practice and identifies negotiable items in cash, equity, severance, indemnification, and tax treatment. For C-suite and other senior officer roles, the review covers 25+ specific items typically not addressed in ordinary offer reviews. Counteroffer delivers exec comp reviews in 24 hours for $199, with referrals to specialized counsel for 280G, M&A-related offers, or large equity packages where complexity warrants.

What an exec comp review covers

Executive comp is more complex than ordinary offer review. The full review covers:

Cash compensation:

Base salary against peer practice for role, industry, and company size
Annual bonus target with measurable criteria analysis
Long-term incentive plan structure
Sign-on bonus with proper clawback protection

Equity:

Equity grant size against peer benchmarks
Vesting structure and acceleration provisions
Annual refresh expectations
Performance share treatment
Stock option exercise window
280G interaction for executives at corporations facing acquisition

Termination protection:

Severance benefit (6-24 months base depending on role)
Cause definition narrowness
Good Reason termination scope
Change-of-control protections
Non-CoC acceleration

Restrictive covenants:

Non-compete duration, scope, and consideration
Customer non-solicit
Employee non-solicit
Confidentiality scope

Officer-specific:

Indemnification to fullest extent of law
Advancement of expenses
D&O insurance tail coverage commitment
Section 16 reporting obligations
10b5-1 plan continuation

Tax-related:

280G best-of-both clause
409A compliance review
Deferred compensation timing
Multi-state tax allocation

Other executive items:

Reporting line documentation
Direct reports specification
Board observer or director rights
Executive perks (car, club, financial planning)
Outside boards and advisory work permission
Travel expectations
Title and responsibility scope

What we deliver

The exec comp review includes:

Detailed analysis of every item above with verbatim clause excerpts, applicable benchmark, and recommended counter language
Peer practice citations from public proxy statements, executive comp surveys (e.g., Equilar), and equity plan templates
280G analysis flag if applicable
D&O insurance and indemnification scope analysis
Recommended sequencing for multi-round negotiation
Action plan including counsel referral criteria

When you need attorney engagement beyond review

Several exec comp situations warrant licensed employment counsel beyond what a review service provides:

280G exposure requiring tax modeling
M&A-related offers with deal-close compensation
Equity packages exceeding $1M expected value
Multi-jurisdiction or international components
Disputes with current or prior employer
SEC Section 16 reporting complexity
Unusual structures (profits interests, SARs, phantom equity)

For these, we refer to vetted employment and executive comp attorneys. Many of our exec comp customers use both: the Counteroffer review provides structured analysis at speed; the attorney addresses specific complexity items.

Who uses exec comp reviews

C-suite candidates evaluating offers
VPs being promoted to officer roles
Senior leaders evaluating retention packages
Boards seeking benchmark perspective on exec packages
Recruiters benchmarking offers before extending

Pricing

$199 flat fee, delivered in 24 hours
$498 for review + 30-minute prep call
Full refund if we miss a material issue
Referral to specialized counsel for situations exceeding review scope (no additional charge for referral)

What to do next

If you want a delivered executive comp review of your specific offer or arrangement, see Offer Review.

For senior executives at corporations facing acquisition, with significant equity grants, or with multi-jurisdiction complexity, we'll flag in the review and refer to specialized counsel.

Get your contract reviewed

If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/offer.

Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time)

Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice.