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2015 Summit Agenda


banquet hall

Wednesday, June 10


12:00 - 8:00 PM

Summit Registration


7:15 AM - 2:00 PM

Diplomat Golf Tournament (meet in hotel lobby)

Hosted by E*TRADE Corporate Services

Home to an 18-hole championship golf course and tennis center, the outstanding course conditioning at The Diplomat Golf & Tennis Club in Hallandale Beach, Florida presents an energizing challenge. Enjoy a golf tournament with peers in this picturesque course. Lunch and transportation will be provided.


12:00 - 3:00 PM

Everglades Tour (meet in hotel lobby)

Hosted by E*TRADE Corporate Services

Experience one of the natural wonders of the world, Florida's mysterious and beautiful subtropical wilderness known as the Everglades. During the Everglades tour, the naturalist will take you on an exhilarating airboat ride through the "river of grass." Enjoy the animal exhibits where you'll have the opportunity to hold a baby gator. You can also interact and feed many of the animals at the Swamp Yard Island exhibit.


5:30 - 7:00 PM

Partner Showcase Opening and Cocktail Reception

Great Hall 3

*** EXHIBIT HALL OPEN ***


7:00 - 9:00 PM

Welcome Reception

Hosted by E*TRADE Corporate Services


Thursday, June 11


7:00 - 8:00 AM

Registration

South East Front Desk

Breakfast

Great Hall 3


8:00 - 8:30 AM

Opening Session and Welcome Remarks

Great Hall 1 & 2


8:30 - 9:30 AM

Activists in the Boardroom – Hot Button Comp Issues to Watch Out For

Great Hall 1 & 2

  • Featured speaker: David Eaton, Vice President of Proxy Research, Glass Lewis & Co., LLC

  • Featured speaker: Sabastian Niles, Partner, Wachtell, Lipton, Rosen & Katz

  • Featured speaker: David Bobker, Advisory Director, Argyle

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


9:30 - 10:00 AM

Networking Break

Great Hall 3

*** EXHIBIT HALL OPEN ***


10:00 - 11:00 AM

Beyond the Gold Watch: Managing an Effective CEO Retirement Transition

Your CEO announces to the board an intention to retire. The good news: an internal successor is ready to take the job. Now what? CEO retirements come with a host of complex transition and compensation issues. This panel discussion goes beyond succession planning to explore the myriad of considerations for navigating a planned, thorough, and effective transition of the CEO role. Among other topics, the panel will cover defining transition roles and timing for the outgoing CEO and addressing compensation actions, both pre- and post-retirement, including securities reporting issues and tax implications to both executives and the company. Panelists will also discuss drafting communication messages to shareholders and how to avoid potential pitfalls and problem areas.

  • Michael Brittian, Partner, Meridian Compensation Partners

  • Wendy Hills, SVP, General Counsel & Secretary, Waddell & Reed Financial

  • A. Lee Robison, SVP, Human Resources & Admin, Noble Energy

  • Shane Tucker, Partner, Vinson & Elkins

A Delicate Balance: HR's Interaction with the Compensation Committee

Human resources and compensation executives struggle with the balance between addressing the needs of the senior executives of the company and maintaining credibility with the Compensation Committee. In presenting management’s recommendations to the Compensation Committee, human resources and compensation staff need to make a compelling case for why management’s recommendations should win the day. That said, if HR takes a stance that appears to be advocating for the management team at the expense of shareholders, they run the risk of losing credibility with the Compensation Committee. Our panel, including a Compensation Committee Chair, a current head of HR, a current head of executive compensation and a compensation consultant will provide guiding principles for what works best in walking the tightrope between serving the needs of shareholders and meeting the objectives of the management team. We will walk through best practices for interaction with the Committee Chair, the Committee’s consultant and the rest of the management team.

  • Paulette Alviti, SVP and Human Resources Officer, Foot Locker

  • Joseph Carraba, Chairman Compensation & Organization Committee, Keycorp

  • Eric Hosken, Partner, Compensation Advisory Partners

  • Jennifer Mackin, Global Compensation & Benefits Director, Ferro Corporation

You Can Get There From Here: Building an Incentive Plan Bridge Between Business Strategy and Execution

How do you navigate the path between company-wide strategy and ultimate success? It’s a matter of creating the right incentive plan roadmap that helps your leadership team move forward deliberately to achieve short- and long-term goals. This panel of senior compensation experts will offer clear directions on how to put the critical building blocks in place that will align pay programs with corporate strategy. They will explore how to select performance metrics, how to balance lag financial milestones with leading strategic measures, setting the right incentive goals, and evaluating the plan from a pay-for-performance perspective.

  • Kevin McDonald, Director, Executive Compensation, Covidien

  • Terrence Newth, Managing Director, Pearl Meyer & Partners

  • Gregory Stoeckel, Managing Director, Pearl Meyer & Partners

  • Craig Wilkins, SVP, Total Rewards, Huntington Bank


11:00 AM - 12:00 PM

Compensation Trends Collide: Performance awards Meet Double Trigger Vesting

In the not-too-distant past, equity award design was relatively straightforward: stock options were treated as performance-based awards and single-trigger vesting was the norm. Fast-forward through an economic meltdown, growing influence of proxy advisory firms and increasing shareholder activism and the landscape looks very different today. The panel will discuss current trends in performance award design and the implications of shifting from single-trigger vesting to double-trigger vesting in equity awards. The panel will also outline the practical and technical issues that arise when incorporating double-trigger vesting into performance awards and market approaches to address these issues. Specific topics include the impact of retirement-vesting triggers, accelerated vesting if an acquirer does not assume or substitute for outstanding awards and the optics of award design with executives, shareholders and proxy advisory firms. Participants will walk away with cutting-edge insights from practitioners who are helping a broad range of companies navigate these issues. Format will be a panel discussion. Panel includes practitioners in California and New York to provide broad market-based perspectives on the topic.

  • Matt Kleger, Consultant, Hay Group

  • Wendy Davis, Partner, Jones Day

  • Brian Holmen, Senior Principal, Hay Group

  • Manan (Mike) Shah, Partner, Milbank, Tweed, Hadley & McCloy

Executive Compensation 2020: Looking to the Future & Implications for Today

We’re breaking out the crystal ball for this session. We’ll tackle a number of questions around the future of executive compensation and their implications. We’ll feature data on longer-term pay and governance trends to set the stage for a provocative discussion among our panelists, who will bring the perspectives of both investors and companies. Among the issues the panel will address: Whither pay levels — capped out or forever rising? Pay-for-performance alignment — still the secret to handicapping say on pay? Relative TSR — a passing fad or true north? The CEO pay ratio — a game changer or just another number? Institutional Investors and proxy advisors – changing expectations for pay design? Say-on-pay – more failures ahead?

  • Todd Lippincott, Managing Director, Executive Compensation, Americas, Towers Watson

  • Christina Maguire, Manager, Proxy Governance & Operations, BNY Mellon

  • Aeisha Mastagni, Investment Officer III, Corporate Governance, CalSTRS

  • Eric Stern, Vice President of Compensation & Benefits, Actavis

  • Brit Wittman, Director, Executive Compensation, Intel

Meeting of the Minds: Setting Performance Goals that Satisfy Executives, the Board and Shareholders

Before Say on Pay, getting goal-setting right was a challenge. Today, it can feel downright impossible. Challenges due to economic uncertainty and market volatility are nothing new, but greater scrutiny from shareholders has put even more pressure on companies to set performance goals appropriately. One of the many hurdles in the goal-setting process is navigating the numerous different – and often competing – priorities. In this session, the panelists will discuss how to balance internal objectives with external views, provide useful tips for selecting the right performance goals and share firsthand insights into how investors and proxy advisory firms assess performance goals when evaluating compensation programs.

  • Yonat Assayag, Partner, ClearBridge Compensation Group

  • David Eaton, Vice President of Proxy Research, Glass Lewis & Co.

  • Sven Skillrud, Senior Director, Global Executive Compensation, Mondelez International


12:00 - 1:30 PM

Power Lunch presented by Pay Governance

Great Hall 4

  • Featured speaker: Charles Elson, Director, John L. Weinberg Center for Corporate Governance, University of Delaware

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


1:30 - 2:30 PM

The Investors' Perspective

Great Hall 1 & 2

The balance of power between shareholders and corporate boards has experienced a significant shift in recent years as shareholder activism and engagement have continued to increase. This increase has further highlighted the wide range of concerns and viewpoints represented in the shareholder constituency. From financial to governance focused activism, boards are under more pressure than ever to balance competing interests to generate short-term returns while still maintaining a long-term view for their companies. This panel will discuss several key questions in regards to the recent greater influence of shareholders and the impact for companies moving forward.

  • Thomas Kim, Partner, Sidley Austin

  • Andrew Letts, Partner, CamberView Partners

  • Christina Maguire, VP, Governance Policy and Operations, BNY Mellon

  • Meredith Miller, Chief Corporate Governance Officer, UAW Retiree Medical Trust

  • David Fitt, Partner, Pay Governance


2:30 - 3:30 PM

Executive Compensation Solutions in the Midst of Transformation

Compensation can be a powerful tool for companies undergoing transformation. Yet there are so many elements to balance: communicating priorities and galvanizing the organization, showing a path to forward progress to maintain external support, providing stability to aid retention. It might be easier if the path to success were a straight one, but more typically, there are twists and turns, many unanticipated. What are the key considerations to developing plans that actually aid the transformation? How can companies disclose what might be less traditional solutions? This panel will draw on companies at different stages in their transformation processes to reflect on what has worked and lessons they would share.

  • Helen Freilich, DVP, Corporate Executive Compensation, Coach

  • Blair Jones, Managing Director, Semler Brossy Consulting Group

  • Wendy Davis, Partner, Jones Day

  • John Tropeano, Director, Compensation and Benefits, Bunge

Securing Shareholder Approval of Equity-Based Compensation - The New ISS Lens

A new Institutional Shareholder Services (ISS) evaluation methodology (Equity Plan Scorecard, or EPSC) introduced for 2015 shareholder meetings is likely to require greater focus at companies bringing an equity plan to a shareholder vote. Companies should expect additional scrutiny not only of the size (and duration) of the share request, but also of key plan provisions and a variety of company grant practices. With the EPSC, the ISS evaluation process will become more subjective and holistic, creating potential challenges for companies un familiar with the methodology or the planning that should take place to facilitate a favorable review of the equity plan by ISS and shareholders. This session will share war stories of how two companies navigated the new EPSC process, including interaction with ISS and other advisors, changes considered and made in equity plan provisions and company disclosure, and the impact on shareholder engagement strategies.

  • Mary Beth DeLena, VP, Associate General Counsel, Alnylam Pharmaceuticals

  • Jim Kroll, Director and Lead, Governance Advisory Practice for Executive Compensation, Towers Watson

  • Reid Pearson, Executive Vice President, Alliance Advisors

  • Claudine Weiler, Managing Director, HR & Total Rewards, The Toro Company

More than “Pay for Performance”: Time to Revisit How Time Based Awards Fit In

With so much focus these days on performance-based pay, it’s easy to forget there’s more to designing compensation programs than aligning pay with performance. If a compensation program is too heavily weighted on performance awards, it may fall short in addressing other critical business objectives such retaining star performers and building the next generation of leaders. In this session, expert panelists will discuss proven approaches for designing incentive plans that endure through a company’s ups and downs and successfully support a company’s retention and succession planning objectives. The panel will also take an in-depth look at the retentive value of different equity vehicles and challenge the notion that time-vested restricted stock awards are a thing of the past.

  • Kristine Bhalla, Principal, ClearBridge Compensation Group

  • Dan Gremling, Executive Compensation Supervisor, Marathon Petroleum

  • Charlene Lake, Director of Compensation, Harley-Davidson Motor Company

  • Carl Stegman, Senior Vice President, Fidelity Stock Plan Services


3:30 - 4:00 PM

Networking Break

Great Hall 3

*** EXHIBIT HALL OPEN ***


4:00 - 5:00 PM

The Final Word on Executive Compensation & Governance

Great Hall 1 & 2

With increased emphasis on pay for performance through annual and long-term incentive plans, continued growth in shareholder activism and engagement, and SEC disclosure regulations on the horizon, the executive compensation landscape is more complex than ever. We’ve assembled a diverse group of panelists including two leading executive compensation consultants, the corporate secretary of a Fortune 100 company, the chief executive of a prominent industry organization, and an investment officer at one of the largest institutional investors to share their views on this topic. The discussion will provide guidance on steps to take in the current environment as well as how to best prepare for critical issues in 2016. One of the most engaging and popular panels every year, this is one that should not be missed.

  • Tim Bartl, President, Center on Executive Compensation

  • Margaret Foran, Chief Governance Officer, Vice President, and Corporate Secretary, Prudential Financial

  • Aeisha Mastagni, Investment Officer III, CalSTRS

  • Susan O'Donnell, Partner, Meridian Compensation Partners

  • Daniel Ryterband, Chief Executive Officer, Frederic W. Cook & Co.


5:00 - 5:10 PM

Closing Remarks

Great Hall 1 & 2


5:10 - 7:00 PM

Cocktail Reception: Cocktails and light appetizers will be served.

Great Hall 3

*** EXHIBIT HALL OPEN ***

Dinner on own: Attendees are free to explore Hollywood, FL.


Friday, June 12


7:30 - 8:30 AM

Breakfast

Great Hall 3


8:30 - 10:00 AM

Industry Roundtables

Equilar Product Training
Product experts will walk you through the different features and capabilities of Equilar’s award-winning product suite.


10:00 - 10:30 AM

Networking Break

Great Hall Foyer 1 & 2

*** EXHIBIT HALL OPEN ***


10:30 AM - 12:00 PM

Industry Roundtables (continued)

Product Training (continued)


12:00 - 1:00 PM

Lunch

Great Hall 3

*** EXHIBIT HALL OPEN ***


1:00 - 4:00 PM

Challenges and Triumphs in Aligning Executive Pay with Performance

Great Hall 1 & 2

Presented by WorldatWork

Organizations today face intense pressure and unprecedented scrutiny to demonstrate that executive pay is aligned with performance. There is growing concern that such pressure is forcing pay design conformity that erodes pay for performance linkage and alignment with shareholder interests.

Join us for an in-depth and engaging discussion about facing the challenges in designing effective executive pay programs that pass muster with the growing list of interested parties and critics.

WorldatWork has assembled a panel of luminaries in the field of executive compensation to share their experiences and insights. Together you will explore the challenges and triumphs in aligning executive pay with performance. Topics of discussion will include:

  • Say on Pay voting and how it has impacted pay for performance for better and for worse.

  • Resisting the growing trend toward a homogeneous and one-size-fits-all approach to plan design in favor of one tailored for a company's unique business strategy and goals.

  • Long-term performance measurement and the challenges in choosing the right robust goals and timeframes for measurement that will result in sustained shareholder value over time.

  • The latest update regarding SEC proposed rules for pay-for-performance disclosure and hear how organizations have already effectively demonstrated alignment between pay and performance in their proxy statements.

WorldatWork Panel:

  • Steve Harris, President, Frederic W. Cook & Co., Inc.

  • Anil Argawal, Vice President Executive Compensation, American Express

  • Steve Eliseo, Director, Executive Compensation, Johnson & Johnson

  • Jerry Warren, Senior Vice President, Total Rewards, McKesson Corporation

Click here to learn how you can earn two recertification credits for attending the 2015 Equilar Summit.



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