The Problem: Conflicting Definitions, a Hard Deadline, and Material Disclosure Consequences
Golden parachute disclosure under Item 402(t) of Regulation S-K requires benefit-by-benefit quantification for each named executive officer — cash severance, equity acceleration, benefit continuation, excise tax gross-ups, and any other payment contingent on the deal. The quantification depends on the CIC trigger definitions in each executive's employment agreement, and when those agreements use different language for 'change of control,' 'good reason,' 'qualifying termination,' and 'double trigger,' the reconciliation work precedes any actual computation. With 20 days from announcement to proxy filing, the time available for that reconciliation is genuinely compressed.
How the Agent Works Across iManage and Workiva
An AI Labor Company agent ingests all four executive employment agreements from iManage, extracts the CIC trigger language, termination definitions, and payment terms from each, and runs a side-by-side reconciliation that flags definitional conflicts and ambiguities requiring legal resolution. Once the reconciliation is approved, the agent drafts the Item 402(t) Golden Parachute Compensation table in Workiva with line-item quantification for each payment type and each executive, formatted for the proxy statement. A technical accuracy checklist is generated for securities counsel review, flagging any computations that depend on assumptions that need to be confirmed before filing — equity plan terms, tax rates for gross-up calculations, benefit continuation values.
The Business Case: Accuracy Under Time Pressure Protects the Client and the Firm
Proxy disclosure errors in say-on-golden-parachute tables draw SEC comment letters, shareholder litigation, and — in egregious cases — proxy statement amendments that delay the deal vote. For executive compensation partners, the reputational and client-relationship cost of a material disclosure error far exceeds the cost of the engagement. An agent that can reduce the reconciliation and drafting effort by 60–80% doesn't just make the engagement more efficient — it lets the partner's attention stay on the legal judgments that require it, rather than being consumed by document extraction and table construction. The agent reaches working output within roughly 8 weeks of configuration, though for recurring proxy clients the ramp is substantially shorter on subsequent deals.
Can the agent handle equity acceleration calculations, or only cash-based payments?
The agent handles both. For equity acceleration, it extracts the applicable vesting schedule terms and acceleration triggers from each executive's equity award agreements and applies them to the deal consideration. The output flags where equity plan administrator confirmation of share counts is needed before the table is finalized.
What if the employment agreements have been amended multiple times?
The agent processes the full amendment history from iManage and applies the operative version of each provision, tracking where amendments modified the original CIC language. The reconciliation output shows the current operative language alongside the amendment history for each executive.