CONFERENCE AGENDA – You Will Not Want to Miss !
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7:30 – 8:20 Special Video Presentation (for
attendees that don't want to start so early, watch this
important video anytime after the conference on
CompensationStandards.com)
Director Liability and Responsibilities: What Now After Disney? Learn what are a director's responsibilities regarding executive compensation in this new era of governance reform, including when might a director incur personal liability for executive compensation decision making and what questions should directors be asking about their compensation-related duties. Speakers: Delaware Supreme Court Chief Justice Myron Steele; Delaware Vice Chancellor Stephen Lamb; Professor Charles Elson, Director, U. of Delaware Center for Corporate Governance |
8:20 - 8:30 Call to Order from John Olson, Gibson, Dunn & Crutcher and Jesse Brill, Chair, NASPP and CompensationStandards.com
8:30 – 8:50 Opening Speech – John Reed, Former Citigroup CEO and NYSE Chairman
8:50 - 9:50 Meeting the New Standards: What Compensation Committees (and Consultants and Counsel) Should Now Be Doing
Learn from these respected board advisors what actions every director now needs to focus on, understand and do; what every committee should be asking from its consultants, lawyers, company's HR department and other staff; and how the compensation committee should negotiate CEO compensation.
Speakers: Fred Cook, Frederic W. Cook & Co.; John Olson, Gibson, Dunn & Crutcher
9:50 – 11:00 "The Directors Speak" on Excessive Pay
Learn how these respected former CEOs and other luminaries are implementing changes at the companies for which they serve as directors; the challenges they have overcome and the ones they still face – with invaluable practice tips from the director's perspective.
Speakers: Ken West, former Chair of Harris Bankcorp; Chair, NACD; Warren Batts, former CEO of five companies and Board member of the NACD; Ed Brennan, former CEO and Chair of Sears, Roebuck; Sam Skinner, former CEO and Chair of USF Corporation and former Chief of Staff to President George H. W. Bush; Michele Hooper, Managing Partner and Founder of the Directors' Council and President of NACD's Chicago Chapter; Jim Crown, President of Henry Crown and Company
11:00 – 11:15 Break
11:15 – 12:15 "The Consultants Speak" on What You Need to Do Now
Hear candid guidance from the top consultants about where we have gone astray – and how to make the necessary fixes. These experienced experts will share changes you can implement to restore integrity to the process – and to avoid liability for directors and their advisors.
Speakers: Pearl Meyer, Steven Hall & Partners; Mike Halloran, Mercer Consulting; George Paulin, Frederic W. Cook & Co.; Douglas Friske, Towers Perrin
12:15 – 1:30 Lunch Served
Speaker: Jamie Dimon, Chief Executive Officer, JPMorgan Chase
1:30 – 2:15 What Now Needs to Be Disclosed in the Proxy Statement
After SEC Director Alan Beller's speech at last year's conference, disclosure practices have changed considerably – and continue to evolve. Learn how to meet the SEC's expectations for more detail and specificity in compensation disclosures and in the compensation committee report, including specific suggestions and examples; how compensation committee members should review and approve detailed disclosures and representations about a CEO/NEO's package; including:
- perks and reimbursed expenses: ongoing developments in distinquishing perks from business expenses;
- deferred compensation plans' annual interest income and accumulated total amount;
- SERPs and other retirement benefits;
- severance and change in control arrangements and payouts; and
- tally of total compensation
Also learn why the compensation committee report should include a statement that all compensation arrangements were reviewed and tallied up and deemed not excessive; what compensation contracts and arrangements need to be filed with the SEC – when, where and how; and what litigation is arising over compensation committee reports (including potential personal liability).
Speakers: Ron Mueller, Gibson, Dunn & Crutcher; Mark Borges, Mercer Consulting
2:15 – 2:55 How to Implement Pay-for-Performance Targets that Can't Be Gamed
Everyone is talking about pay-for-performance – but implementing it is not as easy as you would think. Learn how to analyze whether your existing metrics make sense – and how to implement ones that do (and avoid the many common pitfalls in this area).
Speakers: Lucian Bebchuk, Harvard Law School's Program on Corporate Governance; Don Delves, The Delves Group; Diane Doubleday, Mercer Human Resources Consulting; Mark Van Clieaf, MVC Associates
2:55 – 3:10 Break
3:10 – 3:50 How to Devise the Appropriate Tally Sheets
Many companies are now implementing "tally sheets" for the first time – and some growing pains are inevitable. Learn what practices are being adopted and which ones are already evolving – and hear a host of practice pointers on how to get the greatest value from your tally sheets.
Speakers: Mike Kesner, Deloitte Consulting LLP ; Pearl Meyer, Steven Hall & Partners
3:50 - 4:30 Why – and How to - Implement Internal Pay Equity
Traditional benchmarking practices have been widely criticized – and for good reason. Learn why internal pay equity methodologies might prove to be a better benchmark – and how to actually implement this growing practice.
Speakers: Fred Cook, Frederic W. Cook & Co.; Blair Jones, Semler Brossy; Ed Woolard Jr., former CEO and Chair of E.I. DuPont de Nemours and Co.
4:30 – 5:00 How to Fix Outstanding CEO Pay Packages and Agreements
Learn about: obligations to re-examine; modify existing arrangements; fixing and adding "cause" provisions and clawbacks; ways to address current excessive compensation and how to have a difficult conversation about rolling back pay; how to implement meaningful holding periods for outstanding equity compensation; and how to avoid traps for the unwary director when negotiating employment contracts and other compensation arrangements.
Speakers: Michael Melbinger, Winston & Strawn; Tim Sparks, Compensia
5:00 – 5:30 The Institutional Investor's New Focus on Executive Compensation: What It Means For You
Find out what compensation areas are key institutional investors targeting for this upcoming proxy season; what preventive actions compensation committees can take now; examples of responsible CEO actions; and how to avoid/prevent 'just say no' campaigns against re-electing compensation committee directors
Speakers: Pat McGurn, Institutional Shareholder Services; Greg Taxin, Glass Lewis; Paul Hodgson, The Corporate Library
5:30 - 5:45 Closing Remarks from Fred Cook, Frederic W. Cook & Co., Jesse Brill, NASPP and CompensationStandards.com, and Herb Wander, Katten Muchin Rosenman LLP