# 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](https://trycounteroffer.com/offer).

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.

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## Related answers
- [Executive offer letter - what to negotiate](https://trycounteroffer.com/answers/executive-offer-letter-negotiate)
- [What is 280G and when does it matter?](https://trycounteroffer.com/answers/what-is-280g)
- [Employment contract review service](https://trycounteroffer.com/answers/employment-contract-review-service)

## 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._