Rethinking Equity Compensation
Google and Transferable Options—The Next "Big" Thing?
Google recently unveiled its ground-breaking transferable options program. The
new program offers Google employees the opportunity to sell their options on a
newly created exchange as opposed to traditional exercises. Walk through a
transferable options program with Google as a case study and learn how to deal
with the challenges presented by the program during design, implementation and
launch. A panel of experts with hands-on, practical experience will help you
learn why this program is important and how it can be utilized in other
companies.
Keeping Up with The Joneses: The Hottest Equity Compensation Issues Today
Have your stock plans kept pace with today’s regulatory environment and your
competitors’ plans? Back by popular demand, this expert panel will offer
practical advice on the latest innovative plan features and policies that create
effective incentives, with an eye toward addressing shareholder concerns and
getting it right in the ever-changing legal, regulatory and accounting
landscape. This session will analyze trend data from the recent proxy season,
dissect sample plan and policy language, and explore real-world examples.
Equity Plan Design After FAS 123(R)
Restricted stock or options? Ten-year options or seven-year options? ISOs or
NQSOs? Service-based, performance-based or market-based? This session will
address these decisions in light of the FAS 123(R) accounting costs to the
company, as well as taking into account distributions of expected payouts to
employees, alignment with company objectives and administrative complexity of
the plans. The panel of experts will also address the impact of these
considerations on the design of market-based grants for high-level employees.
Designing Performance-Based Equity Programs
The movement from stock options to restricted stock has led many companies to
implement performance vesting conditions. This session will examine how
companies can use performance-based restricted stock to enhance their
pay-for-performance philosophy, including how to identify the right performance
measures, calibrate performance goals, balance financial and stock price
measures and integrate performance-based restricted stock with other long-term
vehicles.
The Shifting Regulatory Landscape
"Say on Pay" and Other Equity Compensation Legislation: The View From
Inside Washington
The employee benefits area, and equity compensation field in particular, is
emerging from an unprecedented cycle of regulatory and legislative attention.
From the halls of Congress to the IRS, Treasury and SEC, Washington will
continue to shape and influence how companies design and administer their
benefit and compensation programs. This panel will provide "inside the beltway"
viewpoints and real-world guidance on what to anticipate during this
Congressional cycle, including two controversial bills: one that would provide
shareholders with a non-binding vote on executive compensation and an another
that would severely curtail deferred compensation.
The IRS and Treasury Speak: Update on Section 409A
One of our perennial favorites, this panel—which features representatives from
the IRS and US Department of Treasury, along with two former Treasury
employees—will bring you the latest on Section 409A, deferred compensation and
other changes impacting executive compensation. Among other practical issues,
the panel will discuss what regulations have been finalized, critical open
issues that you need to be aware of and the actions that you need to take now.
Solicitation, Media, and IR Strategies: After E-Proxy and the Loss of
Broker Non-Votes
As the SEC’s e-Proxy kicks in and broker nonvotes may disappear, many are
wondering what impact this new initiative will have on their next proxy season.
The answer is "a lot more than they might realize," as voting patterns and
solicitation strategies may change and being prepared for third-party
solicitations should now be the order of the day. Often forgotten is that
e-Proxy also may force companies to make their proxy materials more "usable" on
the Web.
Section 16 Updates with Romeo & Dye
Hear Peter Romeo and Alan Dye, the leading authorities on Section 16, discuss
evolving case law, news from the plaintiffs’ bar, recent reporting developments,
and guidance from the SEC. For good reason, this program is always one of our
most popular.
Key International Developments and Action Plans
International regulations change at the speed of light—have your stock plans
kept pace? This expert panel will cover key tax and legal changes around the
world—and provide you with a clear action plan with issues to consider and steps
to take to address recent changes. The panel will focus on approaches and
considerations for minimizing risk to the company and its employees as well as
changes in regulations, case law and audit and enforcement activity that may
warrant immediate steps to address or correct existing corporate practices.
Compliance and Controls
Avoid the Post-Deadline "Oops"—Identify and Correct Arrangements Affected
by Section 409A Before It's Too Late
Much attention has been focused on ensuring that deferred compensation plans,
excess plans and SERPs comply with Section 409A; this session will focus on the
neglected areas of 409A—equity awards, employment agreements, short-term
incentive plans and others. Our experienced panelists will address the common
challenges posed by these arrangements and offer practical solutions for
ensuring 409A compliance, without significantly altering their original design
and economic substance.
Getting it Right! Understanding Audit and Internal Controls for Publicly
Traded Companies
In the wake of SOX and FAS 123(R), the cost and time involved in auditing equity
compensation has increased exponentially. With the stakes so high, it is
critical that public companies understand the auditors’ focus and take advantage
of all available resources. This timely session, which includes a representative
from the PCAOB, will illustrate the auditors’ approach to equity compensation
and provide practical guidance on basic controls. You can’t afford to miss this
critical update from the PCAOB on its inspection process.
Practice Pointers: How to Avoid Costly and Embarrassing Insider
Violations,
Everything you need to know to prevent inadvertent, costly insider trading,
Section 16 and Rule 144 violations from two of the foremost experts.
20 Most Common (But Surprising) Compensation
Disclosure Mistakes
A lightning round of practical advice, covering all the hot compensation
disclosures issues you are grappling with today, from five of the most
knowledgeable and engaging experts.
Navigating Problem Countries – Legal and
Administrative Nightmares Around the Globe
We’ve been there. The grants have been approved. The documents seem to be
in order. We’ve anticipated every..t..h..i..n…g – uh oh! This session will
highlight the current legal and administrative "red flag" issues that impact
stock awards around the globe. We will discuss cost-effective solutions for
operating stock plans in problem countries such as the EU Member States, China,
Russia, Japan, and other countries. These issues may concern securities, tax,
currency exchange, and labor laws applicable to stock plans, as well as cultural
factors. Our panel includes individuals with extensive issuer legal and
administrative backgrounds who will share their experiences and their
recommendations for how to navigate the issues. We will also discuss potential
"red flag" issues on the horizon and how companies are preparing for them.
Best Practices in Stock Compensation
Ten Steps to Bullet Proof Your Stock Award Process
Stock options have been under fire over the past year as investigations
have revealed backdating, spring-loading, front-running and a host of other
flawed processes. Even those companies that have not found problems are
concerned that they may have been lucky rather than effective. Learn how stock
plan processes failed as our expert panel provides ten key steps all companies
should take to ensure effective controls from grant to settlement. You will
leave with a checklist for evaluating your own stock award processes and will
benefit from the experiences of other companies who have addressed these issues.
Designing and Administering Stock Plans After 409A
With the final Section 409A regulations upon us, now is the time to make
sure your stock plans are in compliance with this far-reaching legislation. This
session will help you identify whether your stock plans are subject to Section
409A and illustrate how to avoid triggering the premature inclusion of income
when designing a new plan or administering an existing plan. The panelists will
explain the treatment of NQSOs under 409A, the definition of "service recipient
stock" and requirements for establishing fair market value, parameters for
deferral elections on restricted stock units, and the treatment of option
modifications.
Building a Highly Effective Relationship With Your
Board Compensation Committee
Hear real life stories of how—and how not—to build an open, engaged and
effective working relationship between management and the compensation
committee. This panel will describe in detail the steps you need to take to help
committees make well-informed and well considered decisions on performance
evaluation, goal setting, performance measure selection, pay level
determination, incentive design, and other issues. You’ll learn how a
compensation committee really functions and how you can serve the committee by
consistently improving the quality and completeness of the data provided, not
being afraid to show the complete picture, including relative performance data,
and facilitating discussions of unresolved issues.
Bullseye! Ensuring Your Performance Plan is on
Target
Performance targets have become a central feature of today's incentive
programs. The shift from options to full-value awards has increased the
prevalence of targets tied to financial performance, and the SEC's new
disclosure requirements reflect shareholder focus on this topic. This panel will
explore the conflicting considerations that companies must face when they
implement plans that pay out on achievement of pre-determined targets: the CD&A
requirement to disclose targets v. maintaining confidentiality in appropriate
cases; the desire to maximize tax deductions under Code section 162(m) v. the
loss of Committee discretion under the Code's formulaic approach; and the
yearning for simplicity in drafting v. the need to anticipate contingencies that
can spoil the best laid plans.
Top Tips & Tricks for Today’s Trends: Planning For
Hot New Instruments and Practices
Your stock plan is evolving—are you ready? This session will focus on the
newest vehicles for delivering equity compensation, such as stock-settled SARs,
performance shares, and net settlement of options. Our panelists will provide a
thoughtful explanation of each instrument and practice, along with the pros,
cons, and pitfalls. You’ll leave with a clear understanding of the reasons
behind the latest up–and-coming trends, the ability to evaluate these programs
for your own company, and a checklist of "gotchas" to watch out for!
Plan Design and Redesign
Design Considerations for Restricted Stock and Units
With restricted stock and unit plans continuing to rise in popularity,
this session will address the paramount considerations associated with issuing
these awards to employees, both inside and outside of the US. This hand-picked
team of experts will review the reasons behind the increased use of full value
equity awards and will examine the various legal, tax, and design considerations
raised by this form of award. The panelists will also share their experiences in
terms of granting units versus stock awards, determining award sizes, and adding
performance targets in lieu of traditional time based vesting.
Latest Trends in ESPP Design
FAS 123(R) has drastically changed the world of ESPPs—or has it? Find out
as this panel presents—and analyzes—a survey of the latest trends in employee
stock purchase plan design. This panel will highlight innovative and unique plan
design features, such as net exercise, vesting provisions and holding
requirements to encourage stock ownership—and will explore the ramifications for
those companies that redesigned their ESPP’s, only to wish they hadn’t!
Stock-Settled SARS, Pyramids, and Other Alternatives to Cashless Exercises
Stock-settled SARs, along with pyramid and net exercises, offer
considerable advantages over traditional stock options and exercises—and receive
the same accounting treatment under FAS 123(R). We’ve already heard from many
companies that are switching to these innovative programs—we expect SSARs to
virtually replace cash exercise programs. This session will illustrate the tax,
accounting, and legal considerations applicable to SSARs and other cashless
exercise alternatives and provide a roadmap to implementing your own program,
including whether you need to amend your stock plan and how to exchange existing
stock options for SSARs.
How to Design Stock Plans that Work in Corporate
Transactions
Corporate transactions—such as mergers, acquisitions and divestitures—are
often overlooked when companies and practitioners are designing stock plans, yet
experience shows that inattention to the issues raised by corporate transactions
can lead to some unpleasant surprises down the road. In addition, recent changes
in accounting, tax and disclosure rules, as well as market practice in
compensation arrangements and M&A, may necessitate design changes even for
companies that already have thought through all of the issues. This panel of
experts will discuss the issues relevant to corporate transactions that should
be addressed upfront, when a plan is designed and long before a corporate
transaction is upon you.
Drafting Stock Plans and Awards to Protect the
Company
Excessive executive compensation has led to costly litigation for many
companies; the risk is even greater now that officers, directors and others
could face personal liability. This session illustrates how better drafting
practices—as well as better negotiation processes for compensation and equity
arrangements—can reduce potential liability for both the company and those
responsible for executive compensation. From the language used in agreements to
the "multiplier effect" of equity awards and other plans, you’ll learn how to
protect the company from litigation (and the inevitable bad press that
accompanies it).
Stock compensation in Asia: Challenges for US
Companies
With the heated talent market in Asia, stock compensation is no longer a
luxury—it’s a requirement to attract and retain employees in this critical
region. Yet, companies offering stock to Asian employees face significant
challenges. Hear from two senior HR executives who will share their experiences
in developing their Asian equity programs, including how to navigate the maze of
complex regulations and integrate Asian programs with their US programs. Also
learn important trends and developments from top consultants who advise both
Asian and US-based companies.
Option Expensing and Beyond
Market-Based Option Valuation – Is it Right for Your
Company?
The genesis of a true market valuation of employee options promises a
more accurate (and possibly lower) expense under FAS 123(R). However, all may
not be as it seems. Join our panel of valuation experts, including the architect
of the first approach blessed by the SEC as well as the SEC’s Chief Economist,
as they discuss this important development and its impact on 123(R) strategy.
the panel will explain what these instruments are and how they work, highlight
critical success factors, and guide you through evaluating whether this approach
is right for your company.
New Trends and Practical Tips for Dealing with
Forfeitures Under FAS 123(R)
FAS 123(R) has been in place for over a year now, yet companies are still
trying to figure out how to accurately predict forfeitures and apply that
estimate to their expense accruals. This insightful panel will look at the many
unanswered questions, including the best way to calculate an estimated
forfeiture rate, how to "haircut" expense booked under 123(R) for that estimate,
and when (and how) to "true up" that estimate to actual experience. This
presentation will offer different perspectives on these issues, provide guidance
on current methodologies and emerging trends, and provide practical advice for
companies that continue to struggle with the calculation and application of
forfeiture rates under 123(R).
Best Practices and Trends in FAS 123(R) Assumptions
Since the implementation of FAS 123(R), a number of best practices have
merged with respect to the development of assumptions for valuation of stock
options—do you know how your own practices stack up? Learn how companies are
using historical, implied and peer volatility data; how to factor unexercised
options into expected life; and the pros and cons of various approaches to
stratification of optionees. Whether you value options using Black-Scholes,
lattice, Monte Carlo simulation or hazard rate models, this session will explain
the key controls that all companies need to have in place. The session will also
feature an update on progress towards developing industry-wide data on exercise
behavior.
Predicting the Future: Forecasting Under FAS 123(R)
Discipline: Accounting
With stock plan expense now hitting the income statement, accurately predicting
its impact on earnings, EPS, and tax expense can make—or break—your earnings
estimates. Put away your crystal balls and tarot cards and learn "tried and
true" methods of forecasting these critical numbers. Our experienced panel will
illustrate real-world strategies for developing forecasts, discuss important
compliance considerations and suggest ways to streamline your own processes.
Gain a solid understanding of this complex and critical corporate process and
take away a best-practices approach on day-to-day forecasting tasks.
A Pick and Shovel Approach – Digging into Your Data
for Better APIC and DTA Tracking
Tax accounting is by far the most complex and highest risk area under FAS
123(R). Geared towards non-finance professionals, this nuts-and-bolts session
will present practical strategies for data entry and reconciliation, self-audit
processes and period-to-period efficiencies that you can implement today. Our
expert panel will offer best practices and realistic approaches for tracking
deferred tax assets and your APIC pool—and will point out critical controls that
may be missing from the systems you already have in place!
Surviving a FAS 123(R) Valuation Audit for Nonpublic
Companies
FAS 123(R) and Section 409A have exponentially increased the difficulty
and risk involved in administrating private company stock plans, particularly in
the area of stock and option valuation. Under 409A, mistakes in calculating
stock values can have a devastating downstream impact on employees. At the same
time, private companies now face the seemingly insurmountable task of predicting
stock price volatility for 123(R) valuation purposes with no trading history and
an impossible-to-meet list of conditions for selecting peer companies. Led by
seasoned professionals with years of experience working with venture-backed
companies, this session will present real-life strategies for addressing these
concerns—and explain how to deal with higher levels of auditor scrutiny of
written documentation that support your valuation assumptions under both 123(R)
and 409A.
Administration, Communication, and Implementation
Proxy Statements Made Easy for Stock Plan
Administrators
The SEC’s overhaul of the executive compensation rules has heightened the
role of stock plan administrators in drafting the proxy statement. Geared
specifically to non-lawyers, this workshop will increase your understanding of
the SEC’s requirements and demonstrate the critical responsibilities you now
have in preparing and reviewing the disclosures. Walk through a sample proxy
statement to learn what should be disclosed (and where); technical
considerations and grey areas; the process for getting the tables approved by
the Board, outside counsel and auditors; preparation for CEO/CFO certification,
and a sample time and responsibility schedule.
Restricted Stock and Units: 30 Nuggets in 75 Minutes
Chock full of practical suggestions and insider tips, this session will
take a beyond-the-basics look at the challenges involved in administering
restricted stock and unit plans. The panel will present 30 tips on diverse
topics, such as sophisticated tax and securities law considerations, corporate
events, employee communication, working around software limitations, and
dangerous curves to avoid. This session is not for the neophyte. If you have
been administering a restricted stock plan for a while, this is the session for
you.
Ready, Set, Go! Managing an RFP to Get What You Need
Selecting and managing third-party service provider relationships is a
key part of equity compensation administration. This session provides a thorough
understanding and walk-through of the RFP (Request for Proposal) process to
ensure your ultimate selection will end up with an effective relationship with
your service provider. Led by panelists who have managed such evaluations and
counseled numerous companies through this challenging decision, the session will
include valuable tips and recommendations to make the process smooth and
productive and is valuable to any company that selects third-party software,
administration services, recordkeeping, or brokerage transactions.
Mergers & Acquisitions: 30 Nuggets in 75 Minutes
Mergers and acquisitions present myriads of unique and
out-of-the-ordinary challenges for stock plan administrators. Led by experienced
administrators with extensive experience overseeing acquisitions (including
dealing with assumption of options, RSUs, and ESPPs), this session will overflow
with practical tips presented in lightning-round fashion. Topics covered will
include due diligence, managing corporate and employee expectations, plan
assumption, compliance considerations, data conversion, and employee
communications.
Making Tax Time Easier for You and Your Employees
Year-end tax reporting can be one of the most stressful times for stock
plan administrators. This session will present practical ideas for organizing
and reporting the large amounts of year-end data to reduce the confusion and
stress that too often accompanies the process—not only for stock plan
administration, but for others involved in the process as well. With this
knowledge, all parties involved in tax reporting for your stock plans will have
the tools to better manage all the processes and headaches at year-end—and
throughout the year.
Navigating a Change in Service Providers: The Yahoo!
Case Study
As the challenges of implementing FAS 123(R) and tracking global
employees begin to take their toll on stock plan administrators and finance
departments, many companies are once again evaluating their existing
administration service providers. Using Yahoo! as a case study, this
presentation will look at the tactical and operational aspects of changing
service providers. You will gain practical experience relating to anticipated
timelines, critical success factors, pitfalls to avoid, a checklist of items to
consider, and lessons learned.
Small Company Administration: 30 Nuggets in 75
Minutes
As a small company representative, do you often attend workshops or
presentations only to think: "That’s all great, but it doesn’t work for my
situation"? If so, this workshop is for you! Explore the subtleties of plan
administration for small and/or private companies—all the details that get
skimmed over in those workshops designed for large public companies—and how to
make those subtleties work for you. Participants will receive not only an
outline of essential plan administration processes, but plain English
step-by-step details on how to perform suggested actions—all accompanied by
takeaway worksheets and templates to streamline post-conference implementation.
Mobile Employees: A Practical Approach
Authorities both in the US and abroad are increasingly adamant about
securing their tax revenue when employees realize gains on equity awards after
moving out of a tax jurisdiction; you cannot afford to ignore this compliance
issue any longer. Formulas for prorating income between tax jurisdictions are
complex and can result in double taxation, the interplay with tax treaties is
often unclear, and multi-jurisdictional tax withholding is a challenge. In this
session, hear how two companies took very different approaches to solving these
administratively complex problems—and more—based on their differing employee
populations.
Executive Compensation Conference
Breaking Down the Peer Benchmark Survey: Holes and
Fixes
Benchmark surveys are flawed. Learn from insiders what companies
should be doing.
How to Implement Internal Pay Equity
Learn from a Board Chair and others that have recently gone through the
process.
Refining Tally Sheets: Fixes and Action Items
Key consultants will share their latest guidance.
How to Implement a Wealth Accumulation Analysis:
What to Do with Your Findings
Learn from a major company that is going through the process of
re-examining its compensation—applying wealth accumulation as a key analytic
tool.
The Consultants Speak: Straight Talk from the Top
Experts
A "no holds barred" session with the top consultants.
Executive Compensation Conf Sessions: Drafting
Effective Forfeiture and Clawback Provisions
Hear from Intel and McDonald’s on how they recently implemented
provisions with teeth.
Fixing Post-Retirement and Severance Arrangements
Candid advice on necessary actions to return these provisions to
their intended purpose.
How To—And Why You Should—Unwind Tax Gross-Ups
Practical advice and candor from the trenches.
Airline Perks: The "Right" Way to Calculate
Incremental Cost
Straight talk and guidance on getting these sensitive disclosures "right"
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