Delves Group

Delves Group

Retainer Relationships

In our ongoing, retainer relationships with the compensation committees, we generally provide the following services:

Conducting an annual competitive market analysis (including base salary, annual incentive targets, stock options, stock grants, and other long-term incentive targets) for the CEO and his or her direct reports.
- A competitive analysis of Board compensation may also be conducted as necessary.
Reviewing and commenting on recommendations by management concerning the executive pay program, including program changes and redesign, special awards, change-of-control provisions, executive contract provisions, executive stock ownership guidelines, promotions, retirement, etc., as needed by the Committee.
Reviewing the materials prepared for each Committee meeting prior to sending them to the full Committee, and discussion of those materials with management as required.
Reviewing and commenting on Board compensation matters.
Reviewing and commenting on the required SEC disclosure of executive pay to be included in the annual proxy statement, including the Compensation Discussion and Analysis (CD&A), the required tables and calculations and the Compensation Committee report.
Attendance at all regular Committee meetings and all telephonic meetings.
Periodic consultation with the Chairman of the Compensation Committee and other members as required.
Updating the Committee on legal, accounting, and other developments and trends that affect executive compensation.
Advising the Committee on governance best practices, including decision rights, decision making and review processes, quality and type of data provided by management, annual agenda, criteria for exercising discretion, compensation philosophy, etc.
Working with the Committee and management to resolve key issues not full addressed in the course of regularly scheduled Committee meetings.

Phone: 312-441-9710

Fax: 312-920-1575