Riders on the Storm: Riding Out Executive Pay in These Wild and Crazy Days
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April 30, 2025
Written by Frank Glassner:
CEO, Veritas Executive Compensation Consultants
Let’s get one thing straight: the world has gone completely batsh*t.
Markets are convulsing like a caffeinated goat on a pogo stick. CEOs are doing their best Shakespeare impressions — full of sound and fury, signifying bonuses. And boards? Boards are white-knuckling it like it's mile 22 of the Sydney to Hobart race, with a busted spinnaker, a cracked rudder, and the tactician’s left arm in a sling.
I should know. I’ve raced across oceans in blue-water screamers like the Transpac, the Fastnet, and the Melbourne to Osaka Race. I’ve blown out sails at midnight in 40-knot gusts while bailing with coffee mugs because the bilge pump fried itself out of spite. I’ve learned that in chaos, you don’t scream. You get creative. You stay calm. You clip in your D ring. You fix the damn halyard with fishing line and a prayer, then steer your way out of it with your gut and a little too much adrenaline.
Kind of like surviving a proxy season during a hostile takeover.
Same goes for flying. I’ve piloted everything from Cessnas to twin-engine taildraggers. I’ve walked away from two plane crashes — one because I had great training, and the other because I had really great luck. I remember my instructor's voice like gospel: “Fly the plane.” No matter what’s on fire, who’s screaming in your headset, or whether you’re upside down over Fresno - Fly the damn plane. I bring all that to the boardroom. Because if you’ve ever had to explain to a compensation committee why their CEO’s pay quadrupled during a stock plunge, you know what turbulence really is.
I. The Storm We’re In
Welcome to 2025, where reality keeps flipping the script like a disgruntled screenwriter hopped up on Red Bull and revenge. One moment it’s AI writing your earnings calls; the next, it’s AI running your company. Inflation is easing—but only if you don't count food, fuel, housing, labor, talent, capital, or the will to live.
Boards are fried. CEOs are spooked. Proxy advisors have gone full Oracle of Delphi, muttering about burn rates and dilution thresholds like it’s sacred text. And in the background? A chorus of shareholders chanting “ALIGNMENT!” louder than a yoga retreat in Big Sur.
Meanwhile, activist investors are circling like hungry seagulls at a boat launch, ready to crap on your comp plan and fly away with your board seats.
Regulators are arming up with subpoenas, algorithms, and enough red tape to rig a Macy’s parade balloon. Social media mobs are ready to screenshot your Form 4 filings before you can say “modified EBITDA.”
The capital markets? Oh, they’re dancing alright—like a cat in a thunderstorm. IPOs are down, SPACs are toast, M&A is in witness protection, and private equity has taken to moodboarding exits like it’s a therapy session.
In short, it's absolute chaos.
And yet, amidst all this insanity, one question haunts the executive compensation world like a ghost with a Black-Scholes calculator:
“How the hell do we pay our CEO?”
Stay tuned, because the answer, my friends, is not blowing in the wind — it’s buried in a sea of data, experience, and, occasionally, sarcasm-fueled clarity.
II. Lessons from the Sea
The ocean doesn’t care who you are. Not your title. Not your net worth. Not your polished press kit or freshly dry-cleaned Patagonia vest. When you’re 300 miles offshore in 30-foot waves and your mainsail just blew out like confetti at a WeWork IPO party, you learn real fast what matters: calm heads, quick thinking, and knowing when duct tape is a strategy.
In one offshore race, we lost steering 200 miles from land. The quadrant sheared off like it was made of cheddar. So what did we do? We MacGyvered a rudder out of a carbon bunk lid, two paddles, and the aluminum frame from a folding chair — lashed together with jib sheets and the pure will of a crew that had no intention of being a tragic footnote in Latitude 38.
Another time? Our mast cracked — not snapped, cracked. It held just enough tension to keep sailing if, and only if, we took turns lying underneath it and whispering encouraging things to the rigging. That's executive pay in a crisis, right there: performance barely held aloft by tension, faith, and someone constantly massaging the language in the CD&A.
What boards can learn from this is simple: don’t panic, because panic kills.
When incentive plans start to collapse under the pressure of economic chop, you don’t jettison the whole structure. You reinforce it. You improvise. You communicate. You rally your crew — your CHROs, comp consultants, legal advisors — and you start lashing together a new tiller from whatever’s left in the locker.
The best comp committees I’ve worked with understand this deeply. They don’t overreact. They don’t flail. They ask questions like “What are we optimizing for now?” “What does success actually look like in this market?” “And who’s whispering to the mast?”
Because in a storm, elegance is overrated.
What matters is progress. Staying afloat. Staying pointed in roughly the right direction, even if the wind shifts. You don’t need a perfect forecast — you need a compass, some courage, and a hell of a lot of trust in the people on deck.
III. Lessons from the Cockpit
The first time I crashed a plane as a result of an onboard fire caused by a faulty fuel line coupling, I walked away from the wreckage cool as a cucumber (the aircraft was destroyed – and so was my back). The second time, I laughed. Why? Because I could. There’s something about watching your starboard engine literally tear itself apart, sending shrapnel through the hydraulic lines and fuel tanks and then limp to the nearest airport that had a mile-long runway that could be foamed, then having what was left of the starboard landing gear collapse like a Vegas house of cards while still sticking to your guns and following though with the landing - that teaches you about resilience. And humility. And also which insurance carriers are truly your ride-or-die.
Flying, like pay strategy, is about judgment. You're constantly reassessing: fuel, airspeed, wind, weight, weather, mission. Sound familiar? It’s the same juggling act in the boardroom — except the altimeter is stock price, the tailwind is EBITDA growth, and turbulence comes in the form of shareholder revolts and tweetstorms.
One thing you learn early in-flight training is: trust your instruments, but also trust your gut.
You can have the best data — the cleanest comps, the most precise Monte Carlo simulations, the tightest percentile bands — and still end up spiraling because you forgot to look out the window.
And when all hell breaks loose? You don’t freak out. You fly the damn plane.
I once had to glide a crippled twin across two mountain ranges after an electrical failure knocked out everything but my wits and one working gauge.
What got me through wasn’t the checklist — it was the mindset. The refusal to panic. The ability to compartmentalize fear and focus on what matters most.
That’s the mindset that truly great boards need. If the winds howl or the seas rise? All the better. We were built for the storm.
When your executive compensation plans stall, you don’t punch out. You trim. You scan. You identify, You verify - You fly through it. Maybe you adjust course, maybe you descend a little, maybe you throttle back — but you fly the plane.
The most dangerous thing a board can do when the market goes sideways is overcorrect. That’s how you stall. That’s how you spin. That’s how you end up with a comp plan that looks good on paper and flies like a grand piano.
So, remember this: your job is to stay airborne.
IV. The Executive Pay Riptide
There’s a certain elegance to drowning slowly in saltwater. Ask any compensation committee that’s ever tried to defend a misaligned pay plan during a down market. It begins with denial (“It’ll turn around!”), moves swiftly to anger (“Why is ISS doing this to us?”), and ends somewhere between bargaining and a frantic 3 a.m. call to their external comp advisor asking, “Can we just restate the targets retroactively?”
The executive pay riptide pulls hardest when the optics are worst: think of a stock price down 60%, employees laid off in the thousands, and a CEO whose LTI payout still clocks in at 180% of target. CEOs clinging to golden parachutes while thousands got pink slips. You know the names. So do I. You know what that is? It’s a headline waiting to happen — and it always happens right before the annual meeting.
I’ve watched boards twist themselves into origami trying to explain away generous equity grants with the phrase “retention imperative.” Spoiler alert: it doesn’t work when you’re simultaneously cutting healthcare benefits for rank-and-file staff. Shareholders have spreadsheets, but the press has pitchforks.
The secret to escaping the riptide isn’t to swim harder — it’s to shift direction. You swim parallel to the shore. You reframe the conversation. You lean into transparency, own the optics, and — for the love of fiduciary duty — don’t award a performance modifier above 1.0x when your TSR is in the bottom quartile.,/
Boards that survive the riptide are the ones that act early, communicate often, and stay humble. They don’t double down on defensiveness. They build comp programs that say, “We get it. We know this hurts. And here’s how we’re fixing it.”
Because in this business, perception is performance.
V. Behind the Closed Hatch: 40 Years Inside the Room
Let me take you behind the curtain. Not the one on stage — the one behind the mahogany door with the frosted glass that says “Executive Session.” The room where it all goes down: the pay plans, the parachutes, the performance targets, and yes — the meltdowns.
Forty years in this business and I’ve seen it all. I’ve watched CEOs cry. I’ve watched board members threaten to resign over a severance clause. I’ve had audit chairs quote Sun Tzu, and HR leads quote Oprah — sometimes in the same meeting. I’ve watched one director fall asleep during a say-on-pay debrief and wake up to vote yes. He thought he was approving dessert.
I’ve been in rooms where consultants were eviscerated by board chairs for proposing equity grants that “felt wrong,” even if they benchmarked right.
I’ve seen general counsel slide under the table when I uttered four infamous simple words: “Help me to understand.” That phrase has sent more lawyers into witness protection than a federal indictment.
But in all that time, what’s amazed me most is the sheer humanity of it all. Because beneath the charts and the peer groups and the spreadsheet voodoo, these are real people making real decisions that affect real lives. That weight? It’s not theoretical. It’s heavier than a broken keel.
I once sat through a six-hour debate about whether a CEO deserved his bonus after a year of catastrophic losses. The facts were ugly. The optics were worse. But one director — a former pilot, as it turns out — looked around the room and said, “He brought the plane down in one piece. We lived. That counts.”
And it did. Because sometimes, what looks like failure from the outside is survival from within.
The best boards know when to reward, when to restrain, and when to rewrite the rules entirely. They understand that pay isn’t just about numbers — it’s a signal, a story, a steering wheel. And if you're not gripping it with both hands, you're going to skid off the runway.
In a world where perception moves faster than performance, where headlines trump headwinds, and where a CEO can be crucified for owning a second house while closing a regional office, the only thing more important than what you pay is why you pay it.
And that’s the work. That’s the art. That’s the storm we ride.
VI. The Calm in the Chaos: What Still Works
After forty years of market freakouts, media flamethrowers, hostile takeovers, rogue CEOs, and rogue board members, I can tell you this: some things still work. Not because they’re shiny. But because they’re true.
Start with clarity. If your pay philosophy is longer than a flight safety briefing, you’re already in trouble. Say what you believe. Say it out loud.
And then design around it. Clarity gives you ballast. Without it, you drift — and I’ve never seen a board make a good decision while adrift.
Next, constraint. Yes, constraint. The C-word no one wants to put in a pay plan. But the smartest compensation structures I’ve ever seen were built on limits. Caps on payouts. Cliffs on thresholds. Rules that say: if it’s not earned, it’s not paid. The courage to say no — especially when you could say yes — is what separates a good board from a great one.
Then, creativity. Not gimmickry. Not shell games. I’m talking about using your tools like a craftsperson. Customizing equity structures. Rethinking performance periods. Finding ways to incentivize transformation, not just transactions. When you know the rules, you can stretch them — ethically, intelligently, and always in plain sight.
And finally: character. The one thing you can’t outsource. You can have the best advisors, the best benchmarking, the best 162(m)-compliant, tax-deferred, performance-conditioned waterfall matrix imaginable. But if your board lacks character — the backbone to make the hard call, the humility to listen, the spine to push back — you’re building a castle on sand.
The best compensation decisions I’ve seen weren’t about comp at all. They were about leadership. About what kind of company you want to be. About what kind of people you want to lead it. And about whether you're brave enough to tie the money to that vision.
In the eye of every storm, there’s a moment of calm — not because the danger is gone, but because you’ve found your center. Your values. Your signal. Your why.
VII. The Veritas Way: Final Approach
This is the part where most articles wrap up neatly — a bow on top, a buttoned blazer, maybe a Harvard Business Review citation for good measure. But you and I both know better.
This isn't a bow. It’s a landing gear deployment in a crosswind at dusk — and I wouldn’t have it any other way.
Because the Veritas way isn’t just a method. It’s muscle memory. It’s what happens when you’ve been in the cockpit long enough to know that sometimes you don't get a clean runway. Sometimes the tower goes silent. Sometimes your fuel gauge reads zero and your co-pilot just threw up. And still…… you fly the plane.
The Veritas way is what you do when your CEO’s incentive targets just got demolished by a supply chain implosion and a tweet from a 23-year-old crypto bro. It’s the instinct to pause, assess, breathe — and then recommend a plan that’s bold, grounded, and built to hold under pressure.
It’s knowing the difference between performance and theatrics. Between urgency and panic. Between governance and govern-meh-nce.
It’s how we navigate the chaos — with pristine data, yes, but also with guts, grace, and the unapologetic belief that integrity still matters.
We don’t chase shiny things. We chase outcomes. Alignment. Authenticity. The stuff you feel when you’re sitting in that boardroom chair at 11:57 p.m., staring at a proxy draft and wondering if the headline tomorrow will read “Bold” or “Boneheaded.”
The Veritas way says: Let it read “Brave.”
And when all else fails? We bring humor. Humanity. A touch of the absurd. Because if you can’t laugh at a severance plan that includes lifetime access to a corporate jet, then my friend — you’re not paying attention.
So here we are. Final approach. Flaps down. Winds gusty. Visibility low. And a committee full of directors holding their breath.
What do you do?
You trust your flight plan. You trust your team. You trust that you’ve built a compensation philosophy that can fly in clear skies and in chaos.
And then — you land the damn plane.
VIII. Closing Thoughts:
You know, folks, after 40 years in the compensation trenches, two plane crashes, more than a few mutinous board meetings, and at least one CFO who once tried to pay a retention bonus in Bitcoin, I can say this with absolute certainty:
Executive compensation is not for the faint of heart — or the humorless.
It’s a world where one typo in a grant agreement can wipe out half your proxy alignment score. Where “double trigger” sounds less like a pay provision and more like a Clint Eastwood sequel. Where the phrase “underwater options” could mean equity grants or an actual offshore drilling crisis, and sometimes both.
You want drama? I've seen CEOs do less acting on earnings calls than they did trying to justify their personal use of the corporate jet during a hurricane evacuation. I’ve seen bonus plans so complex they required a PhD in both finance and ancient Sanskrit to decode. One plan literally triggered if the company achieved “above median peer-relative return on modified adjusted pre-tax net core operating income, excluding items.”
(What items? - All of them.)
And through it all, we press on. Because somewhere between the proxy advisors’ 97-page scorecards and the CEO’s request to expense his wine cellar, there’s a real mission: to pay people fairly, wisely, transparently — and yes, with just enough flair that they stay motivated but not so much that they buy a superyacht and rename it “Golden Parachute.”
So here’s to the brave souls who keep the ship afloat: the CHROs holding the line, the comp consultants clinging to their spreadsheets, the general counsels who remind us what not to say in the CD&A, and the audit chairs quietly weeping in the corner while muttering “SEC risk factor exposure.”
And here’s to the boards who get it — who understand that good pay is part science, part sorcery, and all about signal. Who know that the how matters as much as the how much. Who aren't afraid to say, “Let’s do the right thing,” even if that means fewer headlines and more substance.
Because that’s where it all begins. That’s where integrity lives. And if you can get through proxy season with your ethics intact, your humor sharpened, and your coffee still warm by the time the def 14A hits EDGAR — then my friend, you have landed the plane.
And if you're ever unsure, just channel your inner Yoda and ask:
“What would Veritas do?”
Cue the smile. Cue the sarcasm. Cue the truth.
Frank is watching.
Now go fly the damn plane.
FBG (and yes, Whitney, I’m still thinking of you…)
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Frank Glassner is the CEO of Veritas Executive Compensation Consultants and a widely respected authority on executive pay and strategic compensation design. Known for his discerning judgment, consummate diplomacy, incisive insights, and unwavering discretion, he is a trusted advisor and confidant to boards, CEOs, and institutional investors worldwide.
