Emily Magisano, Principal

emagisano@hugessen.com

Preparing to Go Public: A Compensation and Governance Checklist for the IPO Window

After several quiet years, Canada's IPO market is showing real signs of life. Bankers and exchange officials are calling 2026 a potential turning point, and the first half of the year was the busiest stretch since the post‑pandemic boom, spanning technology, resources, and financial issuers.

In our experience, the compensation and governance preparation as part of the public offering is largely the same regardless of the path (e.g., a traditional listing, a spin‑out, or a de‑SPAC), even if the specific securities requirements differ. Whatever the route, going public is the moment to get pay and governance right, because programs that were private and flexible are about to be disclosed and scrutinized.

A few questions are worth thinking through early:

• What legacy compensation programs are in place, and do they meet the expectations of public investors? This includes how existing equity awards are treated upon IPO. Putting an omnibus plan in place before listing is usually worthwhile; it is easier to establish at that time, and it preserves flexibility later.
• Have LTIP awards been granted before, and what does management hold today? Where the team already holds meaningful equity, the listing may crystallize significant value; where they have waited to participate, it could be their entry point. Understanding these dynamics help inform timing and quantum of grants at and post-IPO.
• How will ownership be built after the IPO? Share ownership guidelines, matching programs, or an ownership incentive at listing can help seed and grow management ownership from day one.
• What's the plan if the company stays private? Not every process ends in a listing. It is worth knowing whether the new plans work in a private setting too, and how any IPO‑contingent awards or ownership arrangements would be treated if the company remains private for longer than expected.

An IPO process rarely runs in a straight line: timing can shift, the listing can be delayed or shelved, and the post‑IPO reality can look different than planned. The companies that fare best treat this preparation not as a box‑ticking exercise but as a chance to build pay and governance programs that are simple, defensible, and flexible enough to hold up whatever the outcome.

If going public is on your horizon, we'd welcome the conversation.