Embracing Change. Leading with Confidence.

Designed the new architecture of a company’s executive and company-wide equity compensation program in the lead up to an IPO, a critical juncture in a company and leadership team’s journey. Recommended one-time transitional pay actions, the design and quantum of the post-IPO program, and sound governance and disclosure practices as a public company.

Redesigned annual and long-term incentive plan to support key priorities during a business turnaround. Developed a solution tied to the client’s key value drivers by interviewing key executives and outside directors, and reviewing investor communications and analyst reports.

Led shareholder outreach efforts to explain business rationale for special awards to key executives. Support included: developing investor profiles of major shareholders, creating shareholder engagement materials, preparing client for shareholder engagement meetings, identifying key themes from investor interviews, and crafting proxy materials. Company received over 90% shareholder support on Say-on-Pay.

Worked directly with the Search Committee of the Board in evaluating the compensation of multiple candidates, including determining the value any potential “make-whole” amounts. Internal resources were not aware of the search. Once the company selected its prime candidate, we developed a fully loaded term sheet for the Committee’s use in negotiating with the candidate.

There are many executive compensation issues attendant to an MoE with the initial step of educating the principals and having them agree on the right culture and pay philosophy for the combined entity. Our work included evaluating whether there were Change in Control implications, marrying two different severance programs and pay schedules, evaluating current executive contracts, and developing optimal incentive structures.

Engaged to provide an independent, third-party assessment of the effectiveness of the Board of Directors and Board Committees. Conducted one-on-one interviews with each director to understand their perspectives on Board and Committee effectiveness, dynamics, and oversight of key areas. Presented summary of findings to the Board and identified opportunities to enhance effectiveness.

Retaining a motivated, entrepreneurial founder with a significant equity stake, particularly when he / she is instrumental for a company’s next stage of growth is a complex and high stakes engagement. FW cook was hired to explain the different pay models for founders, present relevant precedents, and recommend a program design, which focused on an outsized award covering a long horizon and requiring significant share price appreciation.

PE sponsors follow similar playbooks when it comes to compensation program design for their portfolio companies. However, the details can yield materially different outcomes for management teams. FW Cook was engaged by the management team of a target company to understand the key variables to program design, with specific focus on MIP parameters, which enabled the team to have an informed perspective while evaluating terms.

Navigating the compensation opportunity for senior executives for a restructured company under new ownership can be complex and emotional. FW Cook was hired by the lenders-turned-owners to assist the company navigate this process with relevant data, applicable insights, and a credible, experienced voice throughout the discussions.

Partner with companies to establish a unique pay philosophy, selecting a new peer group, benchmarking senior leadership, addressing outstanding equity award conversion, and designing new incentive plans effective for driving the new strategy. These matters are critical to ensuring a smooth transition and aligning pay with the new company’s strategic objectives and cultural imperatives.