Insights
Alert
Samantha Nussbaum
Principal, Los Angeles, CA
Louis Taormina
Managing Director, New York, NY
Pay-Versus-Performance Disclosure – SEC Comment Letter
Alert | By Samantha Nussbaum, Louis Taormina
We are responding to the Commission’s request for comments on the proposed Pay-Versus-Performance disclosure rule (as proposed, the Rule).
Frederic W. Cook & Co., Inc. provides consulting services to compensation committees, boards of directors and corporations with respect to the compensation of executives and directors. Our Firm’s services are provided to companies in all industries and size categories. We have provided compensation consulting services to more than 2,900 companies since we were founded over 40 years ago, and we currently serve as the independent advisor to the board compensation committee at approximately 25% of the S&P 500 companies.
Our letter focuses on practical suggestions that we believe can reduce the compliance burden on public companies and also seeks clarity on certain technical aspects of the Rule. While our views have been informed by discussions with numerous clients, the comments in this letter represent the opinions of our Firm and should not be ascribed to any particular client.
In formulating our response, we determined that our comments lent themselves to organization by topic, as opposed to itemized responses to the Commission’s “Request for Comment” list. However, our comments address many of the questions raised by the Commission, and we believe they are helpful in that regard.
Samantha Nussbaum
Principal
Samantha Nussbaum has consulted on behalf of public and private companies, compensation committees, and senior management on all aspects of executive compensation. Samantha’s consulting and legal background includes advising on executive compensation in the context of mergers and acquisitions, spin-offs, and initial public offerings; executive employment, severance, and change in control agreements; equity incentive plans; deferred compensation; and securities laws, including reporting and disclosure implications.
Louis Taormina
Managing Director
Lou Taormina works directly with corporate board of directors and senior management providing executive compensation consulting services, particularly as it relates to the design and ongoing administration of compensation programs. During his more than 20-year career at FW Cook, Lou has worked with a broad collection of clients in a variety of industries, as well as start-up organizations.