At Farient Advisors, we are directly accountable to the Directors who engage our services to ensure our independence, while also working constructively with management. Unlike other consultants who are generally project-based, working with dozens of clients each year and often with limited in-depth knowledge of the unique context for each client, Farient Advisors seeks to establish long-term relationships with compensation committees and management and gears to ongoing committee processes that occur year after year. Our goal is for each of our consultants to work with a more limited group of companies to develop more in-depth knowledge of the strategies, culture, compensation programs, needs, and processes of each company as a means to providing more effective support.

Our typical "baseline" of services for compensation committees includes information and advice in all relevant areas to assist Committees in making decisions on executive pay that are aligned with the company's strategy and are in the best interests of shareholders. These areas include:

• Analysis of business strategy and performance context for purposes of assessing executive pay strategy and programs
• Environmental, regulatory and market trends
• Peer group review
  • Total pay benchmarking
  • Structural and performance-adjusted assessment (by executive position)
  • Program design comparison
  • Equity dilution and overhang
• Performance alignment
  • Metric selection and definition
  • Performance goal setting
  • On-going assessment and review
• Pay and equity actions
• Proxy material review

In addition, as part of this work, we provide the Committee with the process support it needs to execute its responsibilities. We refer to this as Data In-Decisions Out.^TM  This process support includes:

• Our attendance at all Compensation Committee meetings, as needed
• Preparatory meetings with the Chair of the Compensation Committee
• Review and articulation of roles
• Review of Compensation Committee charter
• Preparation of the Compensation Committee calendar
• Ongoing updates to the Executive Top Sheet^TM (i.e., summary of each client's executive pay policies and programs)
• Monitoring Compensation Committee process to support and ensure adherence to best practices in governance