Executive Pay and Board Governance

Trends and Issues

The Insight Brief

Each month, a Partner or Principal offers a focused perspective on market developments, client trends, and emerging issues shaping the landscape.

David Crawford, Partner

dcrawford@hugessen.com


Private Equity: Falling Short, but Looming Large



As we look back on 2025 and ahead to 2026, private markets sit at a crossroads: private equity may be facing more performance and structural scrutiny than at any point in the last decade, yet its continued influence on capital and talent markets has arguably never been greater.


In theory, private equity should deliver a return premium over public equities across cycles. But over the last several years, public markets, especially large-cap U.S. equities, have been difficult to beat; while many private equity portfolios have had to contend with a combination of slower exits, higher financing costs, and the practical realities of valuing illiquid assets. The result is a growing gap between what many investors expect from private equity and what many funds have recently been able to deliver.


And yet, the influence of private equity (and credit) is larger than ever. If we look at publicly traded company CEO pay, the high-water mark pay levels among the major US banks (e.g., Goldman, Morgan Stanley, JPMorgan, Bank of America) have been dwarfed by that of private equity CEOs (e.g., Blackstone, KKR, Apollo). It is also notable that BlackRock CEO Larry Fink has received a carried‑interest allocation tied to BlackRock’s flagship private markets funds - a leverage incentive on a small piece of what the CEO oversees. The influence can also be observed in law firms and banks, as those servicing private equity (and credit) rise in prominence.


The traditional approach - raising a fund, investing, harvesting returns, and giving capital back- is facing competition from evergreen structures and continuation vehicles. These alternatives offer more flexible portfolio management options, letting investors redeem or increase their investments as needed. This flexibility frequently depends on net asset values, with a significant portion of returns derived from the private valuation of assets rather than from realised transactions.  In other words, “realized” and “realizable” economics can begin to carry similar weight. It is noteworthy that many Pension funds and co-investment approaches have had a net asset value approach for some time.


We are seeing incentive structures adapt accordingly, with carry-like economics tied more explicitly to valuation high-water marks. In some cases, fees and incentive sharing ratios are consistent with the standard “2 and 20”; in other cases, they are much lower with less drawdowns and capital raise cycles and competition from passive investments. There can be challenges to linking pay to high‑water marks set over short periods (e.g., quarterly or annual), where the return may be unrealized and valuation‑dependent. The key question for boards, investors and management teams: What performance are we paying for, and how do we want to measure it when liquidity is less frequent?

Hugessen Briefings

ISS and Glass Lewis Update Guidelines for 2026 (Canada)


ISS and Glass Lewis have released their updated 2026 proxy voting guidelines for Canada, effective for meetings beginning in early 2026. The updates include refinements to governance and executive compensation policies that may influence how institutional investors assess director elections, pay practices, and equity plans...Read more

Research Spotlight

Evergreens: The Tree that Never Sheds - A Closer Look at Performance, Risk and Valuation Practices in Private Equity Evergreens


This research explores the rise of evergreen private equity funds as a structural alternative to traditional closed-end vehicles. Evergreen structures offer permanent capital, flexible investment pacing, and periodic liquidity, appealing to long-term investors seeking reduced vintage risk. The paper also outlines key governance, valuation, and liquidity considerations that boards and investment committees should carefully evaluate...Read more

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Executive and Director Compensation Guidebook Launch in Calgary


CCGG and Hugessen Consulting invite you to an in-person event on Wednesday, February 11, marking the release of CCGG’s new Executive and Director Compensation Guidebook. CCGG will share an investor perspective on key executive and director compensation practices shaping the Canadian market.

The event will feature a panel discussion, audience Q&A, and an opportunity to network with peers.


Panelists: Stephen Larke, Bryan Pilsworth, Judith Athaide, Ali Abid

Moderator: Reanna Dorscher



Panel Presentation: 4–5pm MT | Networking Reception: 5–6pm MT

 

Please click here to register.

A Montreal date on March 11th will also be offered.

Major News and Other Insights

JPMorgan Chase Cuts Ties with Proxy-Advisory Firms, Turns to AI

(The Wall Street Journal)

JPMorgan’s $7 trillion asset-management unit will stop using proxy-advisory firms like ISS and Glass Lewis, shifting all voting decisions internally through its AI platform, Proxy IQ. The system will analyze thousands of shareholder meetings and provide recommendations to portfolio managers, marking a significant move away from external advisers...Read more

When Pay Goes Unheard: Why Compensation Communication Strategy Belongs on the Board Agenda

(Semler Brossy)

Even well-structured compensation programs can fall short without effective communication. Boards should consider communication strategy alongside pay design to ensure alignment with business priorities. Whether compensation is positioned as a steady confirmation or a driver of change, clarity is essential. Poor alignment between design and messaging can lead to misunderstanding and reduced impact...Read more

Staying True to Your "True North" in an Era of Volatility

(Semler Brossy)

Macroeconomic volatility challenges pay programs tied to fixed goals, risking morale and retention. The article emphasizes assessing whether disruptions are temporary or structural, benchmarking competitiveness, and prioritizing critical talent. Short-term actions include one-time incentives or retention bonuses, while long-term strategies involve revisiting pay mix, adding equity or deferred compensation, and aligning decisions with shareholder expectations...Read more

Succession Planning: Leading After the Founder

(Harvard Business Review)

Founder transitions are among the most complex leadership shifts, carrying two to three times the failure risk of nonfounder CEO changes. Successful handovers require early planning, clear role definitions, and cultural continuity. Boards and investors should treat succession as a strategic priority, balancing founder influence with organizational needs to ensure stability and long-term growth...Read more

Key Shareholder Activism Trends to Watch in 2026

(Fried Frank)

Shareholder activism surged nearly 20% in 2025, driven by “withhold” campaigns, CEO turnover, and board seat gains through settlements. Looking ahead, expect heightened M&A-focused activism, emerging players targeting smaller companies, and private resolutions over proxy fights. Boards should prioritize proactive engagement, governance reviews, and continuous readiness to navigate evolving activist strategies...Read more

President Trump Issues Executive Order Targeting Proxy Advisors

(Latham & Watkins LLP)

President Trump signed an executive order directing the SEC, FTC, and DOL to review proxy advisory practices, focusing on DEI and ESG considerations. The Order calls for enhanced transparency, potential fiduciary standards, and antitrust assessments. While immediate impact is limited, ISS and Glass Lewis have begun adjusting guidelines ahead of the 2026 proxy season...Read more

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