FW Cook provides independent executive compensation consulting assistance to publicly traded and privately held organizations in developing compensation plans for their executives, key employees and non-employee board of directors. Our service offerings are broad and are designed to help our clients attract and retain key employees, motivate and reward them for achieving performance objectives, and align their interests with shareowners.

Our firm’s principle objective is to add value to the executive pay programs and processes. We accomplish this by partnering with our clients in the process of developing and administering meaningful and effective compensation programs that align with the company’s business strategy and culture. In our role as outside advisor, we provide the experience, resources, support, and objective advice to help our clients make informed decisions about executive compensation matters.

We provide comprehensive executive compensation solutions to public, private and tax-exempt organizations.

A company’s compensation philosophy and strategy are the foundation for an effective pay program. Based on our process for understanding the business, we help companies articulate their compensation philosophy and strategy, which can be used to communicate the specifics of compensation decisions internally and externally.

The definition of the competitive market serves as the foundation for assessing the reasonableness of pay levels and comparing company performance. Defining the competitive market is increasingly challenging for many companies. We employ proven processes that result in defensible and meaningful pay and company performance comparisons. We also understand the role of the peer group in the context of proxy advisory firm analysis and assessment of public company pay practices (i.e., the methodology that is used to develop proxy advisory firm peer groups)

A competitive review consists of a series of analyses pertaining to compensation strategy, the competitive market, and company performance. Our competitive review may include, but is not limited to, the following elements:

•  Total Direct Compensation
• Mix of Pay
• Cash and Equity-Based Incentive Programs
• Benefits and Perquisites
• Stock Ownership Levels
•  Termination and Severance Terms
• Vesting Terms
• Pay-for-Performance
• Target vs. Realized Pay
• Share Ownership Guidelines

This is an area where we can have a significant impact, evaluating existing incentive arrangements and developing new plans to better align participants’ interests with company strategy, shareholder expectations, and the competitive market.

•  Long-Term Incentives
• Short-Term Incentives
• Goal Setting
•  Performance Metrics
• Statistical Modeling
• Accounting, Tax Considerations

Equity-based plans provide significant tools for aligning management’s interests with company performance and shareholder value. These plans can also be complex and challenging and require the technical expertise of an experienced advisor. We offer the following services to help ease the complexities surrounding equity plans:

•  Dilution Analysis
• Share Value Transfer Analysis
• Plan Approval Assistance
•  Plan Document Review
• Employee Stock Purchase Plans

The consultants at FW Cook possess depth and breadth of technical expertise in the numerous technical, legislative, and best practice areas affecting executive compensation. We also have in-house technical specialists who can assist with more in-depth reviews. Some of our services related to governance and compliance include:

•  Stock Ownership Guidelines
• Compensation Program Risk Assessment
• Proxy Statement Disclosure
• Committee Charter and Calendar
• Board and CEO Performance Assessment
•  Clawback and Anti-Hedging Policy
• CEO Pay Ratio
• Pay-for-Performance Disclosure
• Executive Compensation Accounting, Tax and Regulatory Considerations

Communication is a critical component of what we do. In addition to the communication between management and the board, we can also help with shareholder communications. We are adept at anticipating shareholder reaction to various issues and proposed plans, and can advise both the compensation committee and management appropriately. This may include:

•  Proxy Advisory Firm Interface
• Shareholder Outreach
•  Proxy Statement Disclosure

As companies restructure and face new disclosure requirements or other technical or regulatory issues, FW Cook can provide counsel on a host of processes and transactions. These may include:

•  Severance and Employment Agreements
• Change-in-Control Provisions
• Retention Strategies
• 280G Calculations

With the current scrutiny around director compensation and resulting litigation, we recognize that it is more important than ever to get director compensation right. Whether we support the governance committee or the compensation committee, our consultants help directors make prudent decisions about their compensation.

We prepare market analyses of director compensation levels and the individual components utilizing a comparator group, as well as other survey sources and best practice information. We also advise committees on the latest trends in director compensation and assist with deliberations for changes to the levels or components. In addition, we advise on director stock and compensation limits.

FW Cook has nationally recognized experts on staff for executive compensation programs among tax-exempt organizations, including “Intermediate Sanctions” evaluations and reasonableness opinions. They work extensively in the nonprofit sector including boards of directors and CEOs of major national charities, private foundations, higher education, research institutes, trade associations, and nonprofit health care. Some of our services for tax-exempt clients include:

•  Compensation Philosophy and Strategy
• Market Competitiveness Reviews
• Incentive Plan Design in the Nonprofit Sector
• Employment Agreements
•  Attraction and Retention Strategies
• Compensation Committee Advisor
• “Intermediate Sanctions” Reasonableness Opinions