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Peer and colleagues who care.
Paying market rates, better 401k matching and plan options, bonus or equity options.
Work well together, do whats necessarily to deliver outcomes, flexibility goes both ways, they know I do whatever I can to support them and vice versa.
As previously mentioned, retain the good folks they are what make other good folks want to come to work. The folks that take advantage, do the minimum, and no one wants to work with are the most costly to the company.
The good/dedicated people. Think about the people you'd fight to keep from leaving, pay them at market or better, everyone else is detracting from the company culture, environment, and goals. Flexibility, double edged though, when folks take advantage of the flexibly.
Myself and almost everyone in my organization can get a job tomorrow making 50% more. Higher in the last six months. We still have folks leaving, coming back a year later, making twice as much. Why do we make people leave before paying them market rates? Also, double check your market data.