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3 pages. Excerpt: If the FASB is to impose an earnings charge on financial statements for the value of employee stock options at grant, it is important that the method chosen for measuring that value be fair and reasonable, reflect real economic values and costs, and be comparable across various industry sectors. It is unclear whether the proposed models, which were developed for transferable options and warrants with relatively short terms, meet these criteria.  MORE >>

8 pages. "This letter sets forth the comments of Frederic W. Cook & Co., Inc. with respect to the proposed rules. Our comments are primarily in the form of responses to seven of the SEC's Requests for Comments. In addition, we have included one additional comment at the end of this letter."  MORE >>

21 pages. Excerpt: This letter sets forth the comments of Frederic W. Cook & Co., Inc., which relate primarily to the proposed rules applicable to the disclosure of executive and director compensation under Item 402 of Regulation S-K.  MORE >>

"Among all the possible changes the Commission could make to the proposed rule, dropping non-U.S. employees would by far save the most time and expense for multi-national companies, while dramatically increasing the relevance and potential value to investors by eliminating the distortions listed in the proposed rule.... We recommend that the proposed rule be revised to allow the issuer the option of making full-time equivalent adjustments for part-time employees and temporary or seasonal employee, to avoid an obvious apples-to-oranges comparison."  MORE >>

3 pages. "The proposed regulations reproduce the statutory language that directs the committee to consider the revenues from the issuer as a percentage of total revenues. While this information may in certain circumstances be helpful we submit that many times it will significantly less helpful than another revenue comparison -- a comparison of revenues for services to the compensation committee to all revenues from the issuer."  MORE >>

9 pages.  MORE >>

8 pages. "[T]he burden imposed by the Rule varies by company with considerably more time and effort required for companies that grant stock options and/or have pension plans.... More importantly, and based on our sample study, we do not believe the disclosure (prepared according to the Rule) will accurately portray the relationship between executive compensation actually paid and the financial performance of the registrant (which was the directive of the statute)[.]"  MORE >>

34 pages. Excerpt: [I]t appears that long-term incentive practices for executives are starting to stabilize, based on recent Frederic W. Cook & Co. research on practices at the 250 largest U.S. companies. Key findings from the Frederic W. Cook & Co. 2006 Top 250 report include the following: The prevalence of long-term incentive grant types continue to change (including a shift away from stock options towards restricted stock and performance awards), but at a slower pace than last year.  MORE >>

6 pages. Excerpt: "The purpose of this letter [from Frederic W. Cook & Co., Inc.] is to alert HR and compensation professionals that major forces are building to change current accounting standards for employee stock options and to quantify the effects of such a change. As a result of the Enron collapse and the complicity of loose accounting practices in that scandal, the current accounting practices for stock options have fallen under attack as well."  MORE >>

11 pages. "[T]his article: [1] Provides an overview of the pay ratio disclosure requirement. [2] Explains methodologies companies can use to carry out key tasks that are essential for determining elements of the pay ratio, including: identifying the median employee; and calculating annual total compensation. [3] Offers guidance on how to present pay ratio disclosure. [4] Suggests initial steps companies should take to prepare for compliance."  MORE >>

3 pages.  MORE >>

2 pages. Excerpt: Looking forward, it is critically important that compensation committees avoid being unwitting enablers of further abuses by taking proactive steps to ensure integrity in the system. Failure to do so may further taint stock options as a viable incentive tool, result in additional destruction of shareholder value, increase the likelihood of governmental and/or shareholder regulation of executive compensation, and possibly result in financial and other penalties[.]  MORE >>

27 pages. Excerpt: For the first time in the seven years that Frederic W. Cook & Co. has conducted its annual study of outside director compensation,median compensation for directors at the 100 largest NYSE companies exceeded that provided by the 100 largest NASDAQ companies. New to this year's report is an analysis on the prevalence of mandatory retirement policies for outside directors.  MORE >>

30 pages. Excerpt: Key findings from the Frederic W. Cook & Co. 2009 Top 250 report include the following: The shift from the use of stock options (and stock appreciation rights) and time-vesting restricted stock awards tolong-term performance awards (performance shares and performance units) appears to have stabilized, though long-term performance awards continue to grow in prevalence. Long-term performance awards are almost as common as stock options (combined with stock appreciation rights). Design variations to 'plain vanilla' stock options remain virtually extinct.? Vesting periods of awards remain fairly stable while performance periods for performance awards have decreased slightly. Use of profit measures in long-term performance plans has increased in prevalence and remains the most widely used performance measure category.  MORE >>

38 pages. Excerpt: Key findings from the Frederic W. Cook & Co. 2008 Top 250 report include the following: Stock option usage continues to decline, although options remain the single most common long-term incentive vehicle. Stock options are being replaced primarily by full-value shares that are earned by continued service and achievement of performance contingencies (performance shares). Full-value shares with performance contingencies (performance shares) are now as common as full-value shares that vest by continued service alone (restricted stock). Long-term performance awards (performance shares and performance units)[.]  MORE >>

28 pages. "Since 1973, Frederic W. Cook & Co. has extensively researched and published an annual report on long-term incentive grant practices for executives of the largest U.S. companies. This 2004 report, our 32nd edition, is based on the 250 largest companies in the Standard & Poor's 500 Index ('Top 250') as reported in the Special Spring 2004 issue of Business Week magazine. Selection of these companies was based on their total market capitalization[.]"  MORE >>

"Although the final regulations are similar to the draft regulations, they differ in notable ways.... [S]ince the draft regulations were published, a number of additional municipalities have opted out of the Ordinance.... [T]he Commission also has issued a model posting/notice to employees regarding their right to earn and use paid sick leave, as contemplated by the Ordinance."  MORE >>

" 'Taxpayers have been forced to foot the bill for the co-op experiment, to the tune of $2.4 billion in federal loans for 23 co-ops around the country,' said [Senate Finance Committee] chair Orrin Hatch (R-Utah). 'And, to date, more than half of the co-ops have failed, while the vast majority of the others are in poor financial shape. ' ... Hatch blamed the co-op program's problems largely on CMS, which, he said, 'apparently encouraged the co-ops to cook their books with some creative accounting.' "  MORE >>

"The Final Rules confirm that the Commission will defer to the paid leave laws of any municipality within Cook County that has enacted a paid leave law with requirements equal to or greater than that of Cook County, including the City of Chicago's Paid Leave and Paid Sick and Safe Leave Ordinance.... [E]mployers of Chicago-located workers will not need to comply with both the Cook County Paid Leave Ordinance and the Chicago Paid Leave and Paid Sick and Safe Leave Ordinance."  MORE >>

"The Cook County Paid Leave Ordinance supersedes the preexisting Cook County Earned Sick Leave Ordinance and requires employers to offer paid leave that can be used for any reason to most Cook County employees. Effective Dec. 31, 2023, the new Ordinance entitles covered employees to earn and use up to 40 hours of paid leave annually."

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