When Incentives Attract Activists | Farient Briefings
March 12, 2026
When Incentives Attract Activists
Proxy season is underway—and investors aren’t just voting on compensation. They’re judging whether your board can explain it. During a recent BDO-hosted webinar on shareholder engagement, Farient Advisors COO R.J. Bannister made the case that credibility is built before a proxy fight begins—and that the board’s best defense is often hiding in plain sight: the CD&A.
Bannister argues the CD&A shouldn’t read like compliance—it should read like a strategy narrative that shows why metrics were chosen, how they connect to value creation, and how investor feedback is reflected year to year.
He also lays out a blunt stress test for “strategic” incentive metrics (including AI and human capital goals): if the metric can’t be tied to core shareholder drivers—growth, efficiency, asset use, risk, or productivity—it may be hard to defend to investors and proxy advisors.
To explore why the CD&A may be your board’s most underused tool in proxy season—and how to make it work harder—read more.
In the News
Boards May Cut Exec Pay to Make Nice with SEC—Agenda
Farient Partner and COO R.J. Bannister told Agenda that a more measured regulatory approach may increase expectations for boards to proactively address issues before the Securities and Exchange Commission. One example: Archer-Daniels-Midland’s recent voluntary cuts to executive incentive pay as part of a broader settlement with the SEC over accounting issues.
Read moreWhere to Find Us
GECN Group Convenes Partners in Sydney
Global insight starts with local perspectives—and that tenet continues to power the Global Governance and Executive Compensation (GECN) Group‘s growth. With the recent addition of partner firms in Brazil and Hong Kong, GECN now supports clients across six continents.
GECN Group, founded more than a decade ago, brings its global community together next month in Sydney, Australia, for its annual summit of partner firms, led by CEO Steve Brink.
As a founding partner of GECN, Farient Advisors plays a central role in the organization’s mission to deliver strategic compensation, talent, and corporate governance advisory services that build stakeholder confidence and drive long-term value creation for global companies.
Sydney, Australia
March 20-23, 2026
For more information about this event, please contact info@farient.com.
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About Farient Advisors
Farient Advisors LLC, a GECN Group company, is an independent premier executive compensation, performance, and corporate governance consultancy. Farient provides a full array of services linking business and talent strategy to compensation through a tailored, analytically rigorous, and collaborative approach. Farient has locations in Los Angeles, Newport Beach, New York, Louisville, and London and works with clients globally through its partnership in the Global Governance and Executive Compensation (GECN) Group. Farient is a certified diverse company and is recognized by the Women’s Business Enterprise National Council.
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