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Compensation Committee Forum - Agenda


April 18, 2017

6:00 p.m. – 7:30 p.m.

Attendee Welcome Reception
Thomson Reuters
3 Times Square
New York, NY 10036


April 19, 2017

8:00 a.m. – 8:45 a.m.

Registration and Breakfast


8:45 a.m. – 9:00 a.m.

Welcome

  • David Chun, Chief Executive Officer, Equilar, Inc.
  • David Wicks, Vice President, Nasdaq


9:00 a.m. – 9:45 a.m.

Navigating the Post-Election Regulatory Landscape for Executive Compensation

With a new Administration, companies anxiously await potential changes to the outstanding Dodd-Frank rules. Industry advisers will provide comprehensive insights on how compensation committees need to implement CEO pay ratio, pay for performance disclosure and clawbacks, with an eye on recent compensation-related litigation.

  • Moderator: Stacie Swanstrom, EVP of Corporate Solutions, Nasdaq
  • Tim Bartl, President, Center On Executive Compensation
  • Keith Higgins, Former Director of the SEC's Division of Corporation Finance
  • Marc Ullman, Partner, Meridian Compensation Partners


9:45 a.m. – 10:30 am

You Might Lose Your Say on Pay Vote If…

Based on outcomes from the 2016 proxy and shareholder engagement seasons, this panel will share lessons companies can learn from those who have lost their Say on Pay vote. Gain a better understanding of proxy advisor and investor scrutiny around pay for performance and equity approval to establish stronger governance practices that will help your board avoid a poor Say on Pay vote.

  • Moderator: Ken Bertsch, Executive Director, Council of Institutional Investors
  • Kelly Malafis, Partner, Compensation Advisory Partners
  • Randy Powers, Manager, Compensation, Benefit Plans & Policies, Human Resources, ExxonMobil Corporation
  • John Roe, Head of ISS Analytics


10:30 a.m. – 10:50 a.m.

Networking Break


10:50 a.m. – 11:30 a.m.

The Role of Peer Groups in Aligning Pay for Performance

Peer groups garner investor scrutiny for a variety of reasons, and selecting the right group is critical to ensure proper pay-for-performance analysis. Obtain advice on how to select the most relevant peers and use the benchmarking process to drive strategic and defendable compensation decisions.

  • Moderator: David Chun, Chief Executive Officer, Equilar, Inc.
  • Gregg Passin, Senior Partner & North America Executive Rewards Practice Leader, Mercer
  • Brandon Rees, Deputy Director, Office of Investment, AFL-CIO
  • Phoebe Wood, Board Member, Invesco, Leggett & Platt and Pioneer Natural Resources


11:30 a.m. – 12:00 p.m.

Table Talk – Peer Insights on Compensation Challenges


12:00 p.m. – 12:50 p.m.

Lunch


12:50 p.m. – 1:35 p.m.

A Balanced Approach to Pay for Performance

A number of factors influence the way companies select incentive metrics and, in turn, grant equity. Part of the equation is finding the right balance of qualitative and quantitative metrics to support short- and long-term goals. This panel will explore the process of goal-setting, metrics selection and the use of discretion. Additionally, panelists will address how competitive influences and market volatility impact the equation to align pay for performance with strategy and risk-taking.

  • Moderator: Anne Ruddy, President & CEO, WorldatWork
  • Derek Bingham, Vice President, Global Investment Research, Goldman Sachs
  • Erroll Davis, Board Member, Union Pacific; Former Board Member, GM, BP, PPG Industries and Alliant Energy
  • Jay Kloosterboer, SVP, Human Resources, Dover Corp.
  • Louis Taormina, Principal, FW Cook


1:35 p.m. – 2:20 p.m.

The Next Generation: The Role of Compensation in Talent Strategy and CEO Succession Planning

CEO succession is inevitable. Whether this inevitability is rapidly approaching or looming in the distance, every company should be fully prepared to address it at any moment. This panel will look specifically at how to approach compensation as part of the process to retain and reward key talent below the CEO as part of a strategic CEO succession plan.

  • Moderator: TK Kerstetter, Host, Inside America’s Boardrooms
  • Laurie Siegel, Board Member, CenturyLink, FactSet and Volt Information Sciences
  • Bryan Smith, Head of Global Human Resources & SVP, The NASDAQ OMX Group, Inc.
  • David Swinford, President & CEO, Pearl Meyer


2:20 p.m. – 2:40 p.m.

Networking Break


2:40 p.m. – 3:20 p.m.

When it’s Time to Go: Exploring CEO Termination Pay

CEO exit packages often land on the front page news with strikingly rich pay-outs and perks. This panel will delve into executive severance arrangements and related considerations, including triggers, incentive treatments, benefits and clawbacks, as well as debate the use of golden parachutes.

  • Moderator: Darla Stuckey, President & CEO, Society for Corporate Governance
  • Peter Browning, Board Member, Acuity Brands, GMS, Inc. and ScanSource Inc.
  • Doreen Lilienfeld, Partner, Shearman & Sterling
  • Aubrey Bout, Managing Partner, Pay Governance


3:20 pm. – 4:00 p.m.

The Call for Transparency: Reevaluating Compensation Disclosure and Engagement

This panel will share tips to help boards improve their CD&A and utilize it as an effective tool to communicate pay decisions. In addition, gain tangible feedback on engaging shareholders before, during and after the proxy season.

  • Moderator: Ron Schneider, Director, Governance Services, Donnelley Financial Solutions
  • John Borneman, Managing Director, Semler Brossy
  • Candace Hewitt, Analyst, Nuveen
  • George Long, Chief Counsel, Corporate/Securities and International, PNC Financial


4:00 p.m. – 5:00 p.m.

Networking Reception

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