Competitive reviews include an extensive analysis of competitive data and client program features. We are not a survey house. Rather, we utilize our internal databases of compensation information, published surveys, and custom studies. Our compensation reviews typically cover the following areas:

• Base salary
• Bonus opportunities
  
• Long-term incentives
  
• Benefits and perquisites, including non-qualified retirement plans
  
• Severance benefits, including excise tax gross-ups
  
• Internal equity analysis
  
• Aggregate equity grant utilization and dilution
  
• Stock ownership guidelines
  
• Grant types and mix
  
• Development of pay philosophy and guiding principles
  
• Identification and selection of peer groups and data sources
  
• “Tally sheets” and wealth creation analyses
  
• Employment and severance agreements

Our consultants custom-design annual bonus plans, profit-sharing, long-term performance plans or transaction-related incentives. The process generally involves an in-depth assessment of business strategies and performance, identification of optimal performance metrics that drive sustainable performance, setting goals that are fair to executives and key stakeholders and calibrating pay with sustained performance. This process typically includes the following:

• Benchmarking of competitive incentive design
  
• Performance metric selection and goal-setting
  
• Modeling of payout and performance scenarios
  
• Reward vehicle selection
  
• Accounting and economic cost analysis
  
• Comprehensive industry analysis
  
• Detailed absolute and relative performance assessments
  
• Customized business driver mapping
  
• Assessment of future growth value
  
• Probability analysis for target setting and calibration

We offer a comprehensive suite of services for Compensation Committees seeking to retain an independent advisor.

• Planning process assistance
  
• Management proposal reviews
  
• Program audits
  
• Compensation risk assessments
  
• Ongoing updates on significant trends, developments and best practices
  
• In-depth review of technical issues associated with accounting, tax, SEC, etc.
  
• Review of CD&A and other SEC disclosure filings
  
• Guidance on institutional investor policies and inquiries

Companies often require technical assistance when interpreting changes in tax law, accounting, securities law and their impact on program designs. We advise companies on plan documents, change-in-control arrangements and award agreements.

• Tax Analysis (162(m), 409A)
  
• Accounting Analysis (123r)
  
• Securities Law Analysis (SEC)
  
• RiskMetrics Group
  
• Incentive Plan Approvals
  
• Change-in-control Planning
  
• Change-in-control Excise Tax Calculation

Companies undergoing corporate restructurings require specialized technical and process knowledge. Frederic W. Cook & Co. has a long history of working on corporate transactions and provides a full range of services in this area.

• Initial Public Offerings
  
• Mergers and Acquisitions
  
• Bankruptcy
  
• Subsidiary Redeployment (Spin-off, Spin-out, Split-Off, Tracking Stock)
  
• Going Private Transactions

We provide broad support for Boards of Directors in a number of key governance areas. Our services typically cover the following topics:

• Board of directors compensation
  
• Compensation Committee process
  
• Board, Committee and CEO performance evaluations
  
• Executive succession planning
  
• New director orientation
  
• Training sessions on broad market developments