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Compensation Committee Forum - Agenda


8:00 – 8:45 AM

Breakfast and Registration

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8:45 – 9:00 AM

Welcome

David Chun, Chief Executive Officer, Equilar Inc.


9:00 – 9:50 AM

Driving Change – What Investors and Regulators Expect in 2016

Investor activists and proxy advisers have pressed companies for years to align pay with shareholder interests as boards wait to see how the final rules under the Dodd-Frank Act play out. Gain comprehensive insights on the status of pending SEC rules around the CEO pay ratio, internal pay equity, and pay for performance disclosure, along with the key compensation issues that will likely play out in shareholder proposals next year.

  • Regina Olshan, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

  • Katherine Rabin, Chief Executive Officer, Glass, Lewis & Co.

  • Tim Bartl, President, Center on Executive Compensation

  • Marc Ullman, Partner, Meridian Compensation Partners

  • Moderator: Richard R.W. Fields, Principal, Tapestry Networks


9:50 – 10:40 AM

Supporting Transformation through Your Compensation Plans

In today’s fast-paced business environment, companies must continually look into the future to stay ahead of the competition on product development and evolution in their business models. This panel will share examples of how to incorporate the appropriate strategic compensation elements that will aid the business transformation process, as well as considerations that must be balanced in the short-term.

  • Steve Halverson, Compensation Committee Chair, CSX Corp.

  • Victoria F. Haynes Ph.D., Compensation Committee Chair, Nucor Corp.; Director, PPG Industries and Axiall Corp.

  • David Swinford, President & CEO, Pearl Meyer & Partners

  • Moderator: TK Kerstetter, Host, Inside America’s Boardrooms; Chief Executive Officer, Boardroom Resources


10:40 – 11:00 AM

Networking Break


11:00 – 11:50 AM

Peer Group Selection and Data Sources: Making Sure the Foundation is Solid

Ever-increasing shareholder scrutiny is forcing boards to make sure their peer groups are appropriate and defendable. This panel will share investors’ firsthand perspectives on the peer group selection process, including feedback on ISS’s and Glass Lewis’s approaches. In addition, panelists will offer advice on how to select the most relevant peers and make the most of the process to drive strategic compensation decisions, including what to do when there are no straightforward peers and how to factor in international peers.

  • John Borneman, Managing Director, Semler Brossy Consulting Group

  • Edna Morris, Compensation Committee Chair, Tractor Supply Co.

  • Peter Reali, Senior Manager, Corporate Governance, Lord Abbett & Co.

  • Moderator: David Chun, Chief Executive Officer, Equilar Inc.


11:50 – 12:40 PM

Lunch

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12:40 – 1:30 PM

The Future of Long-Term Incentives: Key Considerations for Valuation, Equity Plan Reserves, and Holding Requirements

A host of internal and external factors influence long-term incentive design. Having a portfolio of LTI vehicles can help boards accomplish multiple objectives. This panel will evaluate emerging LTI design trends and important valuation and disclosure considerations. In addition, panelists will address how to appropriately manage share plan reserves, 10b5-1 issues, and post-vesting holding requirements.

  • Matt DiGuiseppe, Director, Corporate Governance, TIAA-CREF

  • Diane Lerner, Managing Partner, Pay Governance

  • Haroon Saed, Vice President, Compensation, Prudential Financial Inc.

  • Moderator: Corinne Costa Davis, SVP, Human Resources, E*Trade Corporate Solutions


1:30 – 2:20 PM

Linking Board Compensation to Shareholder Interests

Earlier this spring, the Delaware Court of Chancery allowed a case against Citrix to proceed to trial over their director compensation. Does your director compensation plan pass muster? This panel will share proactive steps boards can take in reviewing their director compensation arrangements to reduce the risk of derivative claims. Experienced board members will debate the pros and cons of cash versus equity, meeting fees versus retainers, and other current board compensation trends that are most likely to gain shareholder approval.

  • Peter Browning, Lead Director, Acuity Brands; Director, ScanSource Inc.

  • John Cannon, Partner, Shearman & Sterling

  • James Curtiss, Compensation Committee Chair, Cameco Corp.

  • Kelly Malafis, Partner, Compensation Advisory Partners

  • Moderator: Jamie Tassa, Director of Events & Strategic Partnerships, Equilar Inc.


2:20 – 2:35 PM

Networking Break


2:35 – 3:25 PM

The Time is Now: Engaging Shareholders on Your Compensation Plan

Shareholder engagement has been one of the hottest topics in board governance for 2015. This panel will offer tangible advice on how to establish proactive outreach to investors, including the right timing, who is involved, and what makes meetings the most useful. In addition, panelists will provide tips on how to improve your CD&A and utilize it as an effective tool to communicate your pay program.

  • Joan Conley, SVP & Corporate Secretary, Nasdaq

  • Charley King, Principal, Frederic W. Cook & Co.

  • Adam R. Kokas, EVP, General Counsel, Chief Human Resources Officer & Secretary, Atlas Air Worldwide Holdings, Inc.

  • Ken Bertsch, Partner, CamberView Partners; Former President & CEO, Society of Corporate Secretaries & Governance Professionals

  • Moderator: Ron Schneider, Director, Corporate Governance Services, RR Donnelley


3:25 – 3:30 PM

Closing Comments


3:30 – 4:00 PM

Networking Reception

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