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Executive Compensation Committee Consultant




Richard V. Smith (Rick) is a Managing Partner at Equity Compensation Strategies, LLC and a member of the leadership team. Rick has 31 years of experience serving clients throughout the United States and Europe and is based in their Scottsdale, Arizona office. Rick is an independent advisor to compensation committees and management of public and private companies as well as not-for-profit organizations and family owned businesses. The Equity Comp. team has extensive experience providing competitive market analysis for senior level executives and independent directors designing and implementing performance based reward strategies that define the proper mix of annual cash and long-term equity incentives as appropriate to the organization and its culture. Rick and his team works closely with boards of trustees of colleges and universities as well as national and global charitable organizations, health care systems, assisted living facilities, performing arts and other 501(C)(3) and (C)(4) organizations. Our team of consultants all with more than 15 years of experience determining reasonable compensation in line with IRS section 4958 and establishing a “rebuttable  presumption of reasonableness” according to the IRS safe harbor guidelines related to executive compensation.

Rick has been providing expert witness litigation support for more than twelve years. His clients include assisting legal counsel in the areas of family law, shareholder disputes both in public and private companies as well as family owned businesses, IRS disputes and companies entering or emerging from chapter eleven reorganization. Ricks contributions include executive and employee total direct compensation reports, analysis of opposing experts reports including the IRS, depositions, and analysis of opposing experts depositions, strategy and court testimony.

The Equity Comp. team also structures executive employment agreements/contracts in light of current practices and individual situations.

Rick and his team also provide services to Boards and Compensation Committees assisting with strengthening corporate Governance including: Independent director compensation, board composition, committee charters, proxy preparation and guidance with modeling proxy advisor testing in advance of filings and succession planning at all levels. Rick and his team also structures equity and cash compensation strategies for companies in pre and post IPO and M & A positions both domestic and internationally.

Equity Compensation Strategies consulting team has extensive industry experience with the energy sectors including oil & gas mid-streams, E & P’s and utilities plus the financial services industry including retail banking both national and regional, manufacturing, retail and pharmaceutical industries among others.

Rick has 31 years of experience, previously as the southwest regional executive compensation practice lead for Towers Watson, Partner and National Executive Compensation and Governance Practice leader for Sibson Consulting located in their New York City and Phoenix offices, Director and Executive Compensation Practice leader at KPMG and a Senior Consultant at The Hay Group and Mercer in New York. Rick’s assignments have been located throughout the United States, Europe, Canada, the Middle East and Hong Kong.

Rick has spoken before several professional organizations, including at WorldatWork presenting the “8 Habits of a Highly Effective Compensation Committee” , “Redefining Executive Pay-for-Performance”

Other conference speaking engagements include the New York Society of Security Analysts, The New York Hospital Forum and as a member of the Shareholder Forum that studies the impact of “Say on Pay”. His articles on “The Role of the Board and the CEO” and “Rational for Remuneration in Higher Education” have been published in several journals including “Financial Executive” and “Business Officer” plus his recent article "A Holistic Approach to Rewarding the Method of Stock Appreciation" published in "Workspan" magazine. Rick has made several guest appearances on Fox, CNBC, Bloomberg News and the BBC World News television on executive pay.

Rick is currently a Director on the Board of Econet, Inc. and serves as their Compensation Committee Chair. Other memberships and affiliations include The Economic Club of New York, The NACD, NASPP, The Shareholder Forum, WorldatWork, The Conference Board, The NFTC, NACUBO, CACUBO and ASHRA.




David Chang is the President and founder of Compensation & Benefits Advisory Services LLC (“CBAS”).  He has been instrumental in consulting on the tax treatment, design, implementation and communication of non-qualified and equity-based compensation plans for a broad base of privately and publicly-held companies for almost 25 years. He focuses on FAS 123(R)/ASC 718 (share-based compensation); Internal Revenue Code Sections 162(m), 280G, and 409A (deferred compensation); ASC 740 (tax accounting); creating and reviewing processes and controls for compensation and benefits programs; payroll and benefits reconciliations; reasonable compensation analysis and litigation support services.


Prior to forming CBAS, David  was a Managing Director at Golden Parachute Tax Solutions LLC, an accounting firm which offers Internal Revenue Code Section 280G Computations & Advisory Services, and a Managing Director of ExeComp Solutions LLC, a full service executive compensation consulting practice which works collaboratively with boards and management on executive compensation issues facing public and private companies and tax-exempt organizations.


David was previously a Director in the Global Employer Services (“GES”) Group at Deloitte Tax LLP (“Deloitte”). He led the North East Region’s executive compensation team and was the national leader for GES’s foreign income pension reporting service offering.  David was also responsible for the GES Compensation and Benefits group’s internal technical training curriculum; talent development; and rewards and recognition programs.


In addition, David spent two years as the Corporate Compensation Manager for Alcoa Inc. where he was responsible for working with the head of Recruiting to develop and approve compensation packages for executive level candidates; approving compensation packages for global personnel assignments and overseeing the Global Mobility Manager; managing compensation processes (annual salary increases, short-term incentive allocations, long-term equity grant allocations); performing analytics on the company’s top 1,200 executives’ total compensation; and preparing materials for compensation committee meetings and proxy disclosures.


To begin his career, David was a Senior Tax Consultant/Tax Computer Specialist at KPMG LLP where he was responsible for the preparation of individual, partnership, and corporate tax returns.

David has given speeches and presentations on Executive Compensation Topics including: 280G, 162(m), 409A, FAS 109, FIN 48, Equity Compensation Arrangements, and payroll requirements

David is a Certified Public Accountant and a member of the AICPA, and he holds an M.B.A. (with distinction) in Tax and Finance and a B.S. (magna cum laude) in Accounting and Economics from the New York University, Leonard N. Stern School of Business, New York, NY.

David Chang
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