Remuneration, Benefits & Incentives
Strategic advice to align reward with performance, market and long-term value creation
Need help designing an incentive package and would like to learn more about our expertise?
The problem we solve
Remuneration that incorporates performance-based incentives is more than pay packaging; it is a strategic lever that influences leadership behaviour, drives performance, and supports talent attraction, retention, and alignment with shareholder outcomes. Poorly designed remuneration and incentive frameworks can erode trust, expose boards to shareholder scrutiny and fail to motivate the very behaviours required to deliver strategy.
Auscorporate helps boards and leadership teams design and implement REM (Reward, Executive & Management) benefits and incentive frameworks that align behaviour with organisational strategy, protect governance integrity and support long-term value creation. Importantly, our advice is grounded in commercial and financial reality, as we link affordability to financial performance through our CFO Advisory services.
Executive and management rewards are inherently complex in growing businesses. Common challenges we see include:
Compensation that is not aligned with strategic goals, leading to divergent priorities
Incentive structures that reward short-term outcomes at the expense of sustainable value
Incentive structures that are complex to measure or open to subjective assessment, leading to disputes and increased costs of administration
Non-compliant equity-based incentive schemes that risk regulatory action
Pay-for-performance frameworks that fail to differentiate between individual and team performance contributions
Governance and risk exposure arising from poorly documented incentive plans
Difficulty attracting and retaining high-calibre leaders in competitive markets
Inadequate alignment between executive reward and stakeholder expectations, including investors
Executive and incentive frameworks are especially critical where governance, capital markets scrutiny or future capital events are anticipated; misalignment at this level can materially impact performance and stakeholder confidence.
Our approach - The Auscorporate REM Framework
Our approach to executive compensation and incentive design is strategic, structured and execution-focused. We recognise that remuneration frameworks must balance commercial incentives with governance obligations, stakeholder expectations, and financial reality. We deliver tailored frameworks that are fit-for-purpose, defensible and aligned to your organisational context.
We start by understanding your strategic objectives, risk appetite, shareholder expectations and competitive environment. From there, we work with boards and leadership to:
Clarify the role of compensation in driving strategic outcomes
We understand the financial position, outlook, and assumptions
Identify and balance base salary, STIs and LTIs in a way that reinforces priorities
Ensure that equity-based incentives are compliant
Establish measurable and meaningful performance criteria across short and long horizons
Ensure governance structures are in place to oversee and approve REM policies
Align frameworks with regulatory and compliance expectations, including tax and disclosure implications in Australia and other relevant jurisdictions
Our frameworks are designed to be simple to communicate yet robust in governance, ensuring executives and senior managers understand what is expected and how their rewards link to performance, while boards and stakeholders have confidence in the objectivity and defensibility of the incentives.
Who we work with
Our clients come from diverse backgrounds and industries, seeking our support to solve unfamiliar challenges or to augment their experience during critical periods of growth or transformation. We advise boards, executive teams, business owners and entrepreneurs as they scale their businesses, navigate major transactions or pursue significant strategic objectives.
We predominantly work with mid-market companies, high-growth scale-ups, and founder-led organisations generating annual revenue of $2 million to $200 million. Our clients operate across sectors such as technology, defence and national security, advanced manufacturing, digital services, medical and health, resources, and professional services, among others.
We partner with leadership teams, boards, founders and investors who require external strategic clarity, independent thinking and structured planning to guide their next phase of growth or prepare for a major capital event.
What we deliver
Remuneration, Benefits and Incentives engagements typically include:
Strategic Design
Organisation-wide reviews to ensure strategic goals map to responsibilities
Competitive benchmarking and market review
Identification of relevant regulatory obligations
Executive and Senior Manager compensation design
Base remuneration frameworks, appropriate to role, market and organisation size, complexity, stage of growth and financial position
Equity and non-equity-based Short Term Incentive (STI) structures tied to measurable operational and financial goals
Equity and non-equity based Long-term Incentives (LTI) frameworks designed to support sustainability and value creation
Startup Specific Advice
Startup specific advice on sweat equity, including implementation, modelling and disclosure
Employee Share Schemes including ESS, ESOP, RSU and Performance Rights
Documentation
Drafting of policies and procedures relevant to the operation of Remuneration, Benefits and Incentives schemes
Drafting STI and LTI scheme documentation
Drafting of equity invitations, including Performance Rights-based arrangements
Drafting of measurement models, including KPI
Alignment with regulatory requirements, including employment, tax and other legal obligations
Implementation and communication
Executive briefings and performance framework rollout
Ongoing evaluation mechanism and annual review design
Remuneration reporting, disclosure and communications, including board
Why engage us?
Clients engage Auscorporate because we bring a board-level perspective to executive remuneration. We understand how remuneration and incentive structures intersect with director duties, shareholder expectations, capital structures and future transaction pathways. Our advice is shaped by how boards are required to govern, approve and defend remuneration decisions, not just how they are designed.
We apply commercial pragmatism to every framework we develop. Our work is grounded in real operating environments, recognising the constraints, trade-offs and behaviours present in founder-led and growing organisations. We design incentive structures that are clear, measurable and executable — frameworks that leaders actually understand and respond to, rather than theoretical models that look good in presentations but fail in practice.
Strong governance discipline underpins our approach. We help organisations establish reward structures that are transparent, well-documented and capable of withstanding internal, investor and regulatory scrutiny. This includes clear performance measures, robust approval processes and alignment with broader governance and risk frameworks.
We also bring deep experience in the mid-market and scale-up environment, where executive incentives often have an outsized impact on performance, retention and value creation. Organisations operating in the mid-market face unique challenges; balancing growth ambition, cost discipline, founder influence and emerging governance expectations. Our advice is specifically shaped for this context, ensuring remuneration frameworks evolve as the business scales rather than becoming a constraint on growth.
Case Studies
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Case 1 | Executive Incentive Framework - Technology Startup
Auscorporate was engaged by a growing technology startup to design a short-term executive incentive framework that aligned leadership performance with financial outcomes, cultural priorities and long-term sustainability. The business had reached a stage where informal bonus arrangements were no longer appropriate, creating uncertainty for executives and governance risk for the board.
Working closely with the Managing Director and senior leadership, Auscorporate designed a Short-Term Executive Incentive Plan that balanced individual accountability with company-wide performance. The framework clearly defined eligibility, performance periods and outcomes, while introducing a transparent methodology linking incentive payments to Total Fixed Remuneration, individual objectives and corporate results.
A key focus of the design was governance and defensibility. The incentive plan incorporated threshold gates on financial performance, balanced qualitative and quantitative KPIs, and established clear discretion and approval mechanisms to ensure outcomes remained aligned with company performance and risk. Pro-rata treatment, redundancy scenarios and in-year performance considerations were explicitly addressed to avoid unintended outcomes.
The resulting framework provided executives with clarity on how performance would be assessed and rewarded, while giving the board confidence that incentive outcomes were structured, fair and aligned with shareholder interests. The business achieved stronger alignment between strategy, leadership behaviour and reward — supporting retention, performance discipline and governance maturity as the organisation continued to scale.
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Case 2 | Structuring performance-based incentives - Construction Services Client
Auscorporate was engaged by a construction sector services client to develop a performance-based incentive framework for a senior executive, as the company transitioned from early-stage growth to a more structured, investment-ready operating model. The board required an incentive structure that would motivate long-term performance while managing governance, dilution and tax considerations.
Working with the CEO and shareholders, Auscorporate assessed multiple incentive structures, including equity participation, performance-based options, redeemable preference shares and profit-share arrangements. Each option was evaluated against the company’s growth strategy, capital structure, governance requirements and the executive’s role in driving future value.
Auscorporate developed a clear, comparative framework that enabled the board to understand the practical trade-offs between different incentive mechanisms, including the timing of value realisation, performance conditions, rights attached to securities and the implications for control and future transactions. Importantly, the design emphasised alignment between measurable performance outcomes and long-term enterprise value, rather than short-term remuneration outcomes.
The resulting advice provided the board with a defensible basis for decision-making and a structured pathway to implement performance incentives that supported retention, accountability and growth. The company was able to proceed with confidence that executive incentives were aligned with strategy, governance expectations and shareholder interests, while retaining flexibility as the business continued to scale.
FAQs
What is the difference between short and long-term incentives?
Short-term incentives (STIs) reward performance in the current financial year and are typically linked to operational goals and financial targets, including revenue growth and profitability. Long-term incentives (LTIs) align executive interests with long-term shareholder value, often through equity-based arrangements or multi-year performance hurdles. Both incentives are used together to drive sustainable, long-term results.
How do you ensure incentive plans are compliant?
Context is everything, and there is no one-size-fits-all. A startup will have different compliance obligations compared to a listed public company. We embed governance controls into REM frameworks, including clear performance metrics, documentation standards, board oversight mechanisms and compliance with relevant disclosure and employment law requirements.
Can incentives be tailored for private companies?
Yes. Overwhelmingly, private companies benefit from being able to roll out more dynamic incentive schemes than larger or listed companies, as they are not required to comply with complex regulations, including listing rules. Private companies can leverage cash-based incentive plans, phantom equity, and other tailored frameworks, including bonuses that align with strategy.
Can incentives encourage excessive risk-taking?
Yes, if designed poorly. ASIC closely scrutinises the granting and vesting of at-risk variable remuneration, including bonuses and equity, to ensure it does not incentivise excessive risk-taking. We advise boards on the need for meaningful oversight of risk to align executive performance with a company’s long-term interests and acceptable risk appetite.
Are there regulations that govern incentives?
Yes. By way of example, Employee incentive schemes involve an employer offering financial products to its employees. Such offers will trigger a range of obligations under the Corporations Act 2001 (Cth) in relation to disclosure, financial services licensing, advertising, hawking, incidental operation of a managed investment scheme and the on-sale of financial products are regulated. We can advise you about the regulations you may need to consider when designing an incentive scheme.
How do you avoid unintended variable pay outcomes when circumstances change during the performance year?
Variable pay frameworks can produce unintended outcomes if performance targets set at the start of a year do not account for material events that arise during the period, such as market disruption, acquisitions, regulatory change or shifts in strategic priorities.
Auscorporate helps organisations design incentive frameworks with appropriate discretion, adjustment mechanisms and governance controls, allowing boards to respond to significant developments without undermining the integrity of the incentive plan. This ensures rewards remain aligned to performance, risk and shareholder outcomes, even when circumstances change.
How can boards ensure independent and balanced input when assessing executive performance?
While management, particularly the CEO, is often a primary source of performance information, boards should ensure their assessment of executive performance is informed, balanced and independent.
This is especially important when evaluating the CEO or their direct reports. Auscorporate supports boards to supplement management input with insights from internal control functions such as finance, risk, compliance, internal audit and human resources, as well as independent third-party advisers where appropriate. This approach strengthens objectivity, reduces bias and supports defensible, well-governed remuneration and incentive decisions.
Do you work with Start-ups?
Yes. We regularly work with founders and early-stage teams to help them design incentives that are clear to employees, investors, and other key stakeholders.
What we bring to a startup is deep experience in investor expectations, capital markets, commercial modelling and financial pragmatism.
We help founders strike the right balance between ambition and execution, ensuring their ideas are supported by credible plans, clear milestones and realistic resource requirements, all while maintaining the optimism and drive that makes start-ups successful.
Do you offer a fractional advisory model for Remuneration and Benefits, and what does it cost?
Our retained model provides ongoing, on-demand access to advisory support at a fixed monthly fee, scaled to the organisation’s size and complexity. This approach delivers cost certainty, continuity of insight and faster decision-making, without the overhead of a full-time role or ad hoc professional fees. Scope and cadence are tailored to the client’s needs and growth stage.