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Articles by FW Cook
The Trust Imperative Playbook
Build it before you need it. Encourage dissent. Measure what matters. Communicate early. Live your values. Directors and governance experts share five board disciplines that help companies earn and protect stakeholder confidence in a skeptical, hyperconnected world. TRUST IS ONE OF A COMPANY’S MOST valuable assets—and among its most fragile.
From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count
Board of Directors, Boardroom, Executive Compensation, Say on pay More from: Kenneth Sparling, Serdar Sikca , FW Cook Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. SAY-ON-PAY SERIES This is the final article in our summer series on reading the 2026 say-on-pay results, preparing for off-season shareholder engagement, and bringing investor feedback into the compensation committee’s fall planning cycle.
2026 Say-on-Pay Results: Strong Overall, With Large Special Awards Common Among Low-Vote Outcomes
Compensation committees, Equity Compensation, Executive Compensation, Proxy advisors, Say on pay, Shareholder voting More from: Chloe Maister, Kenneth Sparling , FW Cook Chloe Maister is a Consultant and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. The 2026 say-on-pay season produced stronger results for most S&P 500 companies.
Posts from: Chloe Maister
Compensation committees, Equity Compensation, Executive Compensation, Proxy advisors, Say on pay, Shareholder voting More from: Chloe Maister, Kenneth Sparling , FW Cook Chloe Maister is a Consultant and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. The 2026 say-on-pay season produced stronger results for most S&P 500 companies.
The Say-on-Pay Vote Is In. What Did It Actually Say?
2026 proxy season, annual meetings, Compensation committees, Executive Compensation, executive pay, Proxy season, Say on pay, shareholder engagement, Shareholder voting More from: Kenneth Sparling, Serdar Sikca , FW Cook Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. By late June, the Say-on-Pay (“SOP”) vote has usually moved from the proxy calendar into the Compensation Committee’s rearview mirror.
Posts from: Serdar Sikca
From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count Board of Directors, Boardroom, Executive Compensation, Say on pay More from: Kenneth Sparling, Serdar Sikca , FW Cook Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.
AI Leadership Forum | East
As companies flood hundreds of billions of dollars into AI initiatives, boards face a once-in-a-generation reset to help reimagine—and manage—the cyber, workforce, reputational and governance risks. A guide to the future that’s happening right now. Boards know AI matters. How best to govern it? That’s not as clear. In a recent Corporate Board Member recent survey of corporate directors, AI ranked as the second most pressing concern for boards and the top capital investment priority.
Special Equity Awards: Navigating Governance Considerations
CEO Pay, equity awards, Equity-based compensation, Executive Compensation, Say on pay More from: Kenneth Sparling , FW Cook Kenneth Sparling is a Managing Director at FW Cook. This post is based on his FW Cook memorandum.
Posts from: Kenneth Sparling
2026 Say-on-Pay Results: Strong Overall, With Large Special Awards Common Among Low-Vote Outcomes Compensation committees, Equity Compensation, Executive Compensation, Proxy advisors, Say on pay, Shareholder voting More from: Chloe Maister, Kenneth Sparling , FW Cook Chloe Maister is a Consultant and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. The 2026 say-on-pay season produced stronger results for most S&P 500 companies.
The Harvard Law School Forum on Corporate Governance
Special Equity Awards: Navigating Governance Considerations CEO Pay, equity awards, Equity-based compensation, Executive Compensation, Say on pay More from: Kenneth Sparling , FW Cook Kenneth Sparling is a Managing Director at FW Cook. This post is based on his FW Cook memorandum.
The Harvard Law School Forum on Corporate Governance
Special Equity Awards: Navigating Governance Considerations CEO Pay, equity awards, Equity-based compensation, Executive Compensation, Say on pay More from: Kenneth Sparling , FW Cook Kenneth Sparling is a Managing Director at FW Cook. This post is based on his FW Cook memorandum.
Beyond the PSU Mandate
Corporate Goverance, Performance Share Units, Proxy advisors, PSUs More from: Voytek Sokolowski , FW Cook Voytek Sokolowski is a Principal at FW Cook. This post is based on his FW Cook memorandum. A Compensation Committee Roadmap for Evaluating Long-Term Incentives in 2026 U.S. executive compensation has come to rely heavily on Performance Share Units (PSUs).
Posts from: Voytek Sokolowski
Corporate Goverance, Performance Share Units, Proxy advisors, PSUs More from: Voytek Sokolowski , FW Cook Voytek Sokolowski is a Principal at FW Cook. This post is based on his FW Cook memorandum. A Compensation Committee Roadmap for Evaluating Long-Term Incentives in 2026 U.S. executive compensation has come to rely heavily on Performance Share Units (PSUs).
Successful Corporate Transformations
Before a board can oversee a transformation effectively, it needs a clear-eyed answer to the most basic question, says CeCe Morken, a director at Wells Fargo, Genpact, and DailyPay who has led digital businesses from the operating side. “What customer problem are we solving? Even if it’s an internal change, like implementing a new enterprise system, the customer is the employee.
Preparing for an IPO: Key Compensation Considerations & Governance Priorities
As private companies approach an initial public offering (IPO), executive compensation becomes a central element of public company governance, subject to significant external scrutiny. Compensation programs that were once confidential and flexible will soon be exposed to investor review, proxy advisor analysis, and regulatory disclosure requirements. The months leading up to an IPO represent a critical planning window.
Retaining the C-Suite After CEO Turnover
Board of Directors, C-suite, CEOs, NEOs More from: Desmond Pang, Joe Sorrentino, Marco Pizzitola , FW Cook Marco Pizzitola and Desmond Pang are Consultants, and Joe Sorrentino is a Managing Director at FW Cook. This post is based on their FW Cook report. In 2021, FW Cook sought to better understand how companies can effectively retain their C-suite leaders after CEO turnover.
The Harvard Law School Forum on Corporate Governance
Retaining the C-Suite After CEO Turnover Board of Directors, C-suite, CEOs, NEOs More from: Desmond Pang, Joe Sorrentino, Marco Pizzitola , FW Cook Marco Pizzitola and Desmond Pang are Consultants, and Joe Sorrentino is a Managing Director at FW Cook. This post is based on their FW Cook report. In 2021, FW Cook sought to better understand how companies can effectively retain their C-suite leaders after CEO turnover.
The Harvard Law School Forum on Corporate Governance
Retaining the C-Suite After CEO Turnover Board of Directors, C-suite, CEOs, NEOs More from: Desmond Pang, Joe Sorrentino, Marco Pizzitola , FW Cook Marco Pizzitola and Desmond Pang are Consultants, and Joe Sorrentino is a Managing Director at FW Cook. This post is based on their FW Cook report. In 2021, FW Cook sought to better understand how companies can effectively retain their C-suite leaders after CEO turnover.
The Harvard Law School Forum on Corporate Governance
CEOs, Proxy advisors, TSR, volatility More from: Rachel Chiu, Sarah Lindenberg Cohen, Tom Kohn , FW Cook Sarah Lindenberg Cohen and Tom Kohn are Consultants, and Rachel Chiu is a Principal at FW Cook. This post is based on their FW Cook report.
The Harvard Law School Forum on Corporate Governance
From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count Board of Directors, Boardroom, Executive Compensation, Say on pay More from: Kenneth Sparling, Serdar Sikca , FW Cook Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.
2025 Top 250 Annual Incentive Plan Report
CEOs, ESG, S&P500, TSR More from: Ezra Womark, Rachel Gibbons, Warren Suh , FW Cook Warren Suh and Ezra Womark are Consultants, and Rachel Gibbons is a Principal at FW Cook. This post is based on their FW Cook memorandum. EXECUTIVE SUMMARY FW Cook’s 2025 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization.
The Harvard Law School Forum on Corporate Governance
2025 Top 250 Annual Incentive Plan Report CEOs, ESG, S&P500, TSR More from: Ezra Womark, Rachel Gibbons, Warren Suh , FW Cook Warren Suh and Ezra Womark are Consultants, and Rachel Gibbons is a Principal at FW Cook. This post is based on their FW Cook memorandum. EXECUTIVE SUMMARY FW Cook’s 2025 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization.
The Harvard Law School Forum on Corporate Governance
CEOs, ESG, S&P500, TSR More from: Ezra Womark, Rachel Gibbons, Warren Suh , FW Cook Warren Suh and Ezra Womark are Consultants, and Rachel Gibbons is a Principal at FW Cook. This post is based on their FW Cook memorandum. EXECUTIVE SUMMARY FW Cook’s 2025 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization.
5 Tips for an Effective Compensation Committee Meeting
Compensation committees play a critical role in shaping executive pay programs and aligning them with company strategy, performance, and shareholder expectations. Establishing a compensation committee commonly occurs in tandem with plans to become a public company, but mature private companies may consider forming a committee if the Board meets regularly to provide input on formal compensation decisions.
Holding Power: S&P 500 Snapshot
Board of Directors, CEOs, S&P500, TSR More from: Andrew Lash, Shashwat Singh , FW Cook Andrew Lash and Shashwat Singh are Consultants at FW Cook. This post is based on their FW Cook memorandum. Background We reviewed broad-market data using S&P 500 executives to support preliminary assessments of executive Holding Power (aka retention glue).
The Harvard Law School Forum on Corporate Governance
Holding Power: S&P 500 Snapshot Board of Directors, CEOs, S&P500, TSR More from: Andrew Lash, Shashwat Singh , FW Cook Andrew Lash and Shashwat Singh are Consultants at FW Cook. This post is based on their FW Cook memorandum. Background We reviewed broad-market data using S&P 500 executives to support preliminary assessments of executive Holding Power (aka retention glue).
The Harvard Law School Forum on Corporate Governance
Board of Directors, CEOs, S&P500, TSR More from: Andrew Lash, Shashwat Singh , FW Cook Andrew Lash and Shashwat Singh are Consultants at FW Cook. This post is based on their FW Cook memorandum. Background We reviewed broad-market data using S&P 500 executives to support preliminary assessments of executive Holding Power (aka retention glue).
2025 Director Compensation Report
Board of Directors, CEOs, Corporate governance, Director compensation More from: Eric Graves, Steve Cross , FW Cook Eric Graves is a Consultant, and Steven L. Cross is a Managing Director at FW Cook. This post is based on their FW Cook report. EXECUTIVE SUMMARY FW Cook’s 2025 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure.
The Harvard Law School Forum on Corporate Governance
Board of Directors, CEOs, Corporate governance, Director compensation More from: Eric Graves, Steve Cross , FW Cook Eric Graves is a Consultant, and Steven L. Cross is a Managing Director at FW Cook. This post is based on their FW Cook report. EXECUTIVE SUMMARY FW Cook’s 2025 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure.
The Harvard Law School Forum on Corporate Governance
2025 Director Compensation Report Board of Directors, CEOs, Corporate governance, Director compensation More from: Eric Graves, Steve Cross , FW Cook Eric Graves is a Consultant, and Steven L. Cross is a Managing Director at FW Cook. This post is based on their FW Cook report. EXECUTIVE SUMMARY FW Cook’s 2025 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure.
Could Stock Options Make a Comeback?
LTI, Proxy advisors, Shareholders, stock market More from: Erin Bass-Goldberg, Michael Kenney , FW Cook Michael J. Kenney is a Principal, and Erin Bass-Goldberg is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. Introduction Love them or hate them, everyone has a point of view on stock options. Some people credit them for driving a growth culture, while others blame them for promoting undue risk-taking in corporate America.
The Harvard Law School Forum on Corporate Governance
LTI, Proxy advisors, Shareholders, stock market More from: Erin Bass-Goldberg, Michael Kenney , FW Cook Michael J. Kenney is a Principal, and Erin Bass-Goldberg is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. Introduction Love them or hate them, everyone has a point of view on stock options. Some people credit them for driving a growth culture, while others blame them for promoting undue risk-taking in corporate America.
The Harvard Law School Forum on Corporate Governance
Could Stock Options Make a Comeback? LTI, Proxy advisors, Shareholders, stock market More from: Erin Bass-Goldberg, Michael Kenney , FW Cook Michael J. Kenney is a Principal, and Erin Bass-Goldberg is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. Introduction Love them or hate them, everyone has a point of view on stock options. Some people credit them for driving a growth culture, while others blame them for promoting undue risk-taking in corporate America.
The Harvard Law School Forum on Corporate Governance
Could Stock Options Make a Comeback? LTI, Proxy advisors, Shareholders, stock market More from: Erin Bass-Goldberg, Michael Kenney , FW Cook Michael J. Kenney is a Principal, and Erin Bass-Goldberg is a Managing Director at FW Cook. This post is based on their FW Cook memorandum. Introduction Love them or hate them, everyone has a point of view on stock options. Some people credit them for driving a growth culture, while others blame them for promoting undue risk-taking in corporate America.
SEC’s Spring 2025 Regulatory Flex Agenda Signals a Strategic Pivot
Disclosure, Regulatory Flex Agenda, SEC, Shareholder proposals More from: Dina Bernstein, Samantha Nussbaum , FW Cook Samantha Nussbaum and Dina Bernstein are Principals at FW Cook. This post is based on a FW Cook memorandum. On September 4, 2025, the SEC released its latest Spring 2025 Regulatory Flex Agenda, referred to below as the Agenda, outlining its rulemaking priorities under Chairman Paul Atkins.
The Harvard Law School Forum on Corporate Governance
SEC’s Spring 2025 Regulatory Flex Agenda Signals a Strategic Pivot Disclosure, noemail, Regulatory Flex Agenda, SEC, Shareholder proposals More from: Dina Bernstein, Samantha Nussbaum , FW Cook Samantha Nussbaum and Dina Bernstein are Principals at FW Cook. This post is based on a FW Cook memorandum. On September 4, 2025, the SEC released its latest Spring 2025 Regulatory Flex Agenda, referred to below as the Agenda, outlining its rulemaking priorities under Chairman Paul Atkins.
The Harvard Law School Forum on Corporate Governance
Disclosure, noemail, Regulatory Flex Agenda, SEC, Shareholder proposals More from: Dina Bernstein, Samantha Nussbaum , FW Cook Samantha Nussbaum and Dina Bernstein are Principals at FW Cook. This post is based on a FW Cook memorandum. On September 4, 2025, the SEC released its latest Spring 2025 Regulatory Flex Agenda, referred to below as the Agenda, outlining its rulemaking priorities under Chairman Paul Atkins.
Posts from: FW Cook
From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count Board of Directors, Boardroom, Executive Compensation, Say on pay More from: Kenneth Sparling, Serdar Sikca , FW Cook Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.
Pave
Informed executive compensation decisions require market context, and good governance practice often involves benchmarking compensation using a defined peer group—particularly among public and mature private companies. This article explores why executive compensation peer groups matter, the key considerations for building a strong peer group, and how they differ from other comparator sets.
Evolving Shareholder Engagement Landscape and Bespoke Compensation Design
Corporate governance, Executive Compensation, Institutional Investors, shareholder engagement More from: Daniel Ryterband, Serdar Sikca , FW Cook Daniel J. Ryterband is Chairman & Chief Executive Officer, and Serdar Sikca is a Principal, at FW Cook. This post is based on their FW Cook memorandum.
A Playbook For Proxy Pushback
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Global Top 250 Compensation Survey 2024
CEOs, CFOs, Executive Compensation, LTI More from: Marco Pizzitola , FW Cook Marco Pizzitola is a Consultant at FW Cook. This post is based on an FW Cook memorandum by Mr. Pizzitola, Stephen Hom, and David Cole Welcome to our third Global Top 250 Compensation Survey. This report presents information on compensation levels for the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the design of long-term incentives (LTI) and share usage at the 250 largest listed companies globally.
Type and Magnitude of Non-Employee Director Compensation Increases
Board of Directors, Corporate governance, Executive Compensation, Incentive Compensation More from: Tahmid Ali , FW Cook Tahmid Ali is a Consultant at FW Cook. This post is based on his FW Cook memorandum. An analysis of multi-year trends in non-employee director compensation revealed that approximately 35% – 40% of companies made program adjustments in any given year.
2024 Top 250 Report
CEOs, Executive Compensation, Incentives, TSR More from: FW Cook Lauren Shatanof is a Consultant at FW Cook. This post is based on an FW Cook memorandum by Ms. Shatanof, James Lutz, and Voytek Sokolowski. INTRODUCTION This Top 250 Report details executive long-term incentive practices at the 250 largest companies by market capitalization, with special focus on trends over the last five years.
Clawback Policies: Beyond Compliance
For large public companies, the December 1, 2023 deadline for meeting the SEC’s final clawback rules was something of a non-event from a corporate governance perspective. In the lead-up to the mandate taking effect, many voluntarily adopted provisions that materially met or, in some cases, even exceeded the financial restatement clawback policy required by the Dodd-Frank Act.
2024 Aggregate Share-Based Compensation
CEOs, Executive Compensation, Incentives, performance shares More from: Blake Davidson , FW Cook Blake Davidson is a Consultant at FW Cook. This post is based on an FW Cook memorandum by Mr. Davidson, Becca Jordan, and Austin Lee. We are pleased to present our fifth study of aggregate share-based compensation. Our research focused on 300 companies spread across five industry groups and divided equally among small-, mid- and large-cap segments.
2024 Top 250 Annual Incentive Plan Report
ESG, Executives, Proxy advisors, S&P 500 More from: Jose Furman , FW Cook Jose Furman is a Consultant at FW Cook. This post is based on an FW Cook memorandum by Mr. Furman, Ian Kim, and Michael Kenney. EXECUTIVE SUMMARY Our 2024 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization.
2024 Director Compensation Report
Board of Directors, Compensation committees, Director compensation, Executive Compensation More from: Tahmid Ali , FW Cook Tahmid Ali is a Consultant at FW Cook. This post is based on a FW Cook memorandum by Mr. Ali, Matt Lum, and Zachary Clarke. EXECUTIVE SUMMARY FW Cook’s 2024 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure.
Clawback Provisions that Go Beyond SEC Requirements are Prevalent Among Large-Cap Companies
Clawback, Dodd-Frank Act, Executive Compensation, SEC More from: Emma van Beek, Erin Bass-Goldberg, Stephen Hom , FW Cook Stephen Hom is a Principal, Erin Bass-Goldberg is a Managing Director, and Emma van Beek is a Consultant at FW Cook. This post is based on their FW Cook memorandum.
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