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Executive Compensation Conference
Meeting the New Standards: What Compensation Committees
(and Consultants and Counsel) Should Now Be Doing
A panel of respected Directors speak out on what they are doing—and what all boards should be
doing—to rein in excesses and ensure reasonable pay packages for executives.
The Consultants and Counsel Speak on Say-On-Pay and Plan
Design; Risk Assessment & Pay; and Hold-Through-Retirement, Clawbacks, and
Litigation Issues
A no-holds barred session with top compensation and consultants on some of the key topics
impacting executive compensation today. Learn how your executive compensation
programs need to adapt to Say-On-Pay, the new focus on ensuring the compensation
doesn't encourage inappropriate risk-taking, stock ownership requirements, and
today's stronger clawback and forfeiture provisions.
- Pat McGurn, RiskMetrics' ISS Division
- Mike Kesner, Deloitte Consulting
- John Olson, Gibson Dunn & Crutcher
- Ira Kay, Watson Wyatt & Co.
- Don Delves, The Delves Group
- Douglas Friske, Towers Perrin
- Marc Trevino, Sullivan & Cromwell
- James Kim, Frederic W. Cook & Co.
The Consultants and Counsel Speak on Severance and Change-in-Control Payments; Independence and
Accountability; and Fixing Benchmarks and Internal Pay Equity
A no-holds barred session with top compensation and consultants on some of the key topics impacting
executive compensation today. Hear the latest thoughts on severance and
change-in-control payments, independence and accountability, and how to
appropriately incorporate benchmark data and internal pay equity into
compensation planning.
- Mike Kesner, Deloitte Consulting
- John Olson,
Gibson Dunn & Crutcher
- Ira Kay,
Watson Wyatt & Co.
- Don Delves,
The Delves Group
- Douglas
Friske, Towers
Perrin
- James Kim,
Frederic W. Cook & Co.
Hot Button Issues: How to Implement Say-on-Pay
Successfully—The Proxy Advisors and Investors Speak
You cannot ignore
Say-On-Pay any longer; this panel will provide a practical guide to successfully
implementing Say-On-Pay for your executive compensation programs.
- Martha
Carter,
RiskMetrics' ISS Division
- Ed Durkin,
Carpenters Union
- Paul Hodgson,
The Corporate Library
- Meredith
Miller, State of
Connecticut Treasurer's Office
 Plan Design & Redesign
What to Do When the Well Runs Dry: Grant Guidelines in a Volatile Market
The recent economic decline and dramatic drop in stock
prices has challenged traditional methods of determining stock award levels—and
the situation is likely to come to a head in 2010 as companies run out of
available shares and face a hostile shareholder environment for securing
additional shares. This session will highlight trends in dilution levels and run
rates following '09 equity grants and present a case study of how KB Home
effectively dealt with the issue of limited share availability. In addition,
panelists will analyze advantages and drawbacks of four methodologies for
determining grant sizes: fixed share guidelines, present value, value transfer
and target growth.
- Doug Friske, Towers Perrin
- Irv Becker, Hay Group
- Richard Fine, Hay Group
- Stephanie Maruyama, KB Home
The Economy and Your Stock Plans: New Approaches to Granting and Paying Out Equity Awards
The severe recession has posed unprecedented challenges in
the area of executive pay. This panel will provide practical advice, in light of
the down environment, to those who work closely with compensation committees
during the annual process of designing and granting equity awards. The panelists
will discuss tax, governance and disclosure considerations relating to the
annual grant process; strategies for granting new equity awards with respect to
significantly depreciated equity; approaches to establishing performance goals
in the current economic environment; considerations relating to the exercise of
"positive" discretion to pay awards when performance goals are not achieved; and
other practical issues affecting the compensation committee planning process.
- Dan Hogans, Morgan, Lewis & Bockius
- Shane Starkey, Thompson Hine
- Robert Ringel, Duke Energy Corporation
- Max Schwartz, Sullivan & Cromwell
After the Hype: The Real World Impact of RSUs vs. Stock Options
Almost all companies have incorporated RSUs into their
stock award programs—and with the recent downturn in the stock markets and the
glut of underwater options, this may seem like a good decision. However, has
this decision really benefited both companies and employees? This presentation
will address this question, first looking at regulatory, personnel and
administrative issues applicable to both types of arrangements and focusing on
actual costs and other impacts of the different award types, then comparing
benefits delivered under each type of program to evaluate whether RSUs or
options meet retention and incentive goals.
- Craig Tanner, Reed Smith
- Marlene Zobayan, Deloitte Tax
- Patricia Boepple, Global Shares
- Matthew Pera, Applied Materials
How to Implement Responsible Option Exchange Programs
Underwater options are one of today's hottest topics and no
company should undertake an option exchange program lightly. This presentation
will consider the corporate governance implications of these programs in light
of their alternatives before turning attention to the prerequisites for
conducting an exchange responsibly. Our panelists will illustrate how to balance
both employee and shareholder interests to arrive at a solution for underwater
stock options that is a win-win for all parties.
- Takis Makridis, Equity Methods
- Patrick McGurn, RiskMetrics Group
- Thomas Welk, Cooley Godward Kronish
Bullseye! Ensuring Your Performance Plan is On Target
Performance targets have become a central feature of
today's incentive programs, due to pressure from shareholders to increase the
prevalence of targets tied to financial performance and ongoing pressure from
the SEC Staff to disclose them. This panel will explore the conflicting
considerations that companies face when designing performance plans as well as
highlight practical strategies for resolving challenges such as the CD&A
requirement to disclose targets versus the desire to maintain confidentiality;
maximizing tax deductions under Section 162(m) at the expense of committee
discretion; and the yearning for simplicity in drafting, while still
anticipating contingencies that can spoil the best laid plans.
- Lou Rorimer, Jones Day
- Mark Borges, Compensia
- Sue Morgan, Perkins Coie
- Mike Kesner, Deloitte Consulting
The Roadmap: How—and Why—to Implement Net Exercises
Net exercises and their alternatives—stock-settled SARs and
pyramid 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 them to virtually replace cashless exercises. Always one of
our most popular panels, this session will illustrate the tax, accounting, and
legal considerations applicable to net exercises and other alternatives and
provide a roadmap to implementing your own program.
- Art Meyers, Seyfarth Shaw
- Danyle Anderson, NASPP
Best Practices in Equity Compensation
Top Tips to Ensure Shareholder Approval of Your Stock Plans
This presentation is a "must" for any company who might be
required to approach shareholders for approval of an equity compensation plan
proposal. Our veteran panelists will provide you with tips to make the process
more efficient, less stressful and help you avoid potential pitfalls. Topics to
be covered include how to lay out a project plan towards receiving approval,
when— and how—to consider institutional shareholders, how to deal with
RiskMetrics Group's policies, what large institutional shareholders are looking
for, and how to put your best foot forward to increase the likelihood of
shareholder approval of your proposal.
- Ed Hauder, Exequity
- Sue Daley, Perkins Coie
- Allison McBride, International Paper Company
- Reid Pearson, The Altman Group
Wagging the Dog: Stock Plan Administrator Meets Compensation Consultant
Compensation consultants are tasked with designing stock
plans tailored to meet the unique and divergent needs of their clients, while
plan administration providers have a goal of delivering products and services
with one-size-fits-all functionality. In-house administrators are caught in the
middle, often left to oversee plans that aren't supported by existing
administrative solutions. This panel will address how to proactively marry
effective plan design with effective plan administration, offering tips to help
both third-party administrators and consultants reach an acceptable compromise.
The plan will also discuss what to do when it's too late—how to administer a
plan for which there are no readily available administrative solutions.
- Carol Rutlen, Rutlen Associates
- Jennifer Baehr, Transcentive
- Robyn Shutak, NASPP
- Robert Hartley, Sanmina-SCI Corporation
25 Ways to Improve Stock Plan Documents
Stock Plan documents are legally binding contracts that
also must comply with federal securities and tax laws. Stock exchange rules,
accounting principles and other best practices also affect stock plan design. On
top of all this, plans and award agreements should include language that follows
best practices in corporate governance and addresses institutional shareholder
concerns. This presentation will list more than 25 separate plan design issues
and include specific language for compliance with applicable law and best
practices.
- Mike Melbinger, Winston & Strawn
- Howard Dicker, Weil Gotshal & Manges
- Martha Steinman, Dewey & LeBoeuf
The Economic Meltdown—The Impact on Global Stock Plans
The economic meltdown has had a significant impact on
global stock plans, from increased regulatory pressure to down-spiraling
employee morale. Our panelists will discuss the global aspects of option
exchange programs and reductions-in-force, tax challenges resulting from
declining stock prices, stepped up enforcement efforts by regulators and
repatriation of profits tax-free via stock options. Special attention will be
given to ESPPs, including global impacts of share shortfalls and freefalling
employee participation rates.
- Jon Doyle, International Law Partners
- Wendy Jennings, Riverbed Technology
- Kate Lloyd, Accenture
- Doug Patterson, Intel
Be SAFE in China: Rolling Out a Multi-Faceted Stock Plan (Including an ESPP)
Struggling with the onerous new SAFE requirements for stock
compensation in China? Learn how to do it right from a company that received one
of the fastest SAFE approvals to date. Our panelists will use NVIDIA's recent
success in China to present a roadmap for SAFE approval for all types of stock
plans, including ESPPs! Learn about practical approaches for a quick approval
process, fund flow and repatriation strategies, potential dealbreakers, employee
training and communications, and post-approval issues and ongoing compliance.
- Laura Becking, Orrick, Herrington & Sutcliffe
- Suzie Bentley, NVIDIA Corporation
- Inta Abele, Charles Schwab Corporate & Retirement Services
- Forrest Ye, Orrick, Herrington & Sutcliffe
Accounting, Auditing & Controls
Option Valuations in Light of Economic Instability
From expected life calculations, to increased volatility,
to forfeiture expectations, the current period of economic instability is likely
to have a lasting impact on your option valuation process. This panel will
address the challenges that underwater options, wildly fluctuating stock prices,
reductions-in-force, and stagnant dividend yields present for option
valuations—and will suggest creative solutions to overcome these obstacles.
- Terry Adamson, Aon/Radford
- Daniel Abrams, FAS123 Solutions
- Peter Suzman, FAS123 Solutions
IFRS—A Lesson in Implementation
IFRS is here! The migration to IFRS will involve many
challenges—and stock compensation is an area that imposes some of the greatest
burdens. More than just a technical transition, IFRS will require companies to
re-engineer their data flows, linking diverse organizational aspects such as
stock plan administration, payroll, finance, tax and human resources. This
panel—which includes a company that has already fully transitioned to IFRS—will
provide practical hands-on guidance on overcoming the obstacles and smoothly
transitioning to this complex new accounting standard.
- Bill Dunn, PricewaterhouseCoopers
- Ellie Kehmeier, Deloitte Tax
- Alexander Lifson, Covidien
Polishing Your Crystal Ball: Accurately Forecasting the Impact of Stock
Plans for Earnings and Financial Reporting
Today's volatile market and its impact on equity
compensation plans has heightened the importance of anticipating future
financial challenges. This session will illustrate how companies can leverage
their historical data to more effectively forecast the impact of stock plan
activity on earnings, cash flow, and tax expense—as well as to better understand
the value that participants place on plan designs and plan features.
- Jon Burg, Aon/Radford Consulting
- Michael Petrauskas, JPMorgan Compensation & Benefits Strategies
- Carly Campioni, JPMorgan Compensation & Benefits Strategies
- Danielle Kaneski, Deloitte & Touche
25 Internal Controls You Should Have for Your Stock Plans (But Don't)
Do you sleep soundly at night knowing that the financial
reports for your stock plans are accurate or do you lay awake worrying that you
missed something? Is your period close a nightmare of long hours and
mind-numbing reconciliation? This session will highlight the key controls you
must have to ensure that your audits run smoothly so you can be confident that
your stock plan data is accurate.
- Carol Rutlen, Rutlen Associates
- Patty Aguilar, Deloitte & Touche
- Matt Roberts, Fidelity Stock Plan Services
Administration & Communication Practices
Equity Administration on a Shoestring
The current economic environment challenges all companies
to do more with less—and stock plans are no exception. This session will look at
ways to retool your administrative practices, streamlining procedures and
leveraging other departments and technology to reduce costs. Our presenters will
also discuss how to conduct a cost-benefit analysis of your stock plans and take
advantage of plan designs that streamline administration.
- Jeff Mains, Smith Barney
- Susan Miller, Lockheed Martin Corporation
- Scott Witz, W.W. Grainger
- Bindu Culas, Linklaters
Good Data Gone Bad: Ten Tests to Diagnose Lurking Problems in Stock Plan Data
You are on top of your game: you hire the best vendors,
write procedures that make auditors weep, carefully monitor regulatory
developments and stay on the cutting edge of industry trends. But sometimes it
isn't enough. Even in the most nurturing environments, good data can go bad.
This session will go beyond the surface and dig into what makes data go bad, how
to spot the early warning signs and how to get your data back on the "straight
and narrow." The panelists will offer ten tests that can be run on your data to
identify errors and explain how to fix the problems you find.
- Jennifer Baehr, Transcentive
- Keyoor Mankad, My Equity Comp
- Robin Gunter, i2 Technologies
- Kristina Howley, Planmosaic
Effectively Administering an Option Exchange Program
This year saw a record number of option exchanges, but some
experts predict that 2010 will see even more. Benefit from the experiences of
the companies that completed exchanges this year—and learn how to leverage
technology to streamline administration of your own program. During this panel,
you will hear real-world, practical advice on collecting tender offer elections,
computing incremental expense, recording new grants and "cancelling" the
original grants as our veteran panel discusses the tools available to help you
with your exchange, best practices and traps to avoid.
- Thomas Welk, Cooley Godward Kronish
- Steve Gaylord, Stock & Option Solutions
- Ruth Mauro, UBS Financial Services
Leveraging Your ESPP in a Down Market
Low interest rates and the "never-underwater" price
structure of an ESPP make a down market the perfect time to focus on these
underappreciated and underutilized plans. This session will discuss innovative
ways to encourage participation in your ESPP—and leverage this valuable program
when the rest of your stock plans are producing little in terms of participant
benefits.
- Barbara Baksa, NASPP
- Robyn Shutak, NASPP
- Rachel Murillo, NASPP
Administrative and Legal Considerations for Performance-Based Stock Plans
Performance plans are one of the fastest growing trends in
stock compensation. The panel will discuss administrative considerations,
pitfalls and operational constraints and legal considerations for these
cutting-edge programs. In addition, the panel will demystify tax and securities
issues—as well as explain a checklist of items that stock plan administrators
should consider at grant and at vesting.
- Wendy Jennings, Riverbed Technology
- Ellen Sueda, Littler Mendelson
- Donna Spinola, McKesson Corporation
- Debbie McGrath, Merrill Lynch
Traveling with Equity
This panel will take a "nuts and bolts" approach to
managing the tax implications of stock awards granted to globally mobile
employees. Our seasoned panelists will provide practical strategies for data
collection, assessing risk and defining policies, alternative tax withholding
methodologies, employee communications, coordination with HR systems, tracking
expatriates and sourcing equity for tax accounting and chargeback programs.
- Julie Rumberger, PricewaterhouseCoopers
- Allison McConnell, General Electric
- Vanessa Renna, Amgen
- Bernice Toy, Cisco Systems
You Really Asked for It! Hot Topics From the NASPP's "Global Stock Plans Q&A
Discussion Forum"
Last year's "You Asked for It" panel, which addressed questions submitted to the NASPP's "Global Stock Plans Q&A Discussion Forum" was
one of our most successful panels ever. This year, we reprise the panel with a
twist—send in your own questions in advance and our expert panelists will
address them during this session (email your questions to naspp@naspp.com).
- Mike Pewton, GlobalSharePlans
- Lou Rorimer, Jones Day
- Janet Cooper, Linklaters
- Peter Simeonidis, Deloitte Tax
Night of the Living Dead: Equity Compensation Horror Stories
From IRS auditors, to natural disasters, to misfired
communications, we all love to hear about—and learn from stock plan misfortunes.
This panel has lined up some doozies for you! Sue Berry of Magma Design
Automation—also known for her starring role in "The Equity Plan Massacre"—has
tales of plan problems that will keep you up at night. Darrin Short of
Equinix—and featured in "Nightmare on Wall Street"—will frighten you with stock
exchange and transfer agent problems you never dreamed of. And Ingrid Freire of
Genentech—and headliner in "Invasion of the IRS Auditors"—will terrorize you
with tales to make sure everyone at your company is working together on
compliance issues. This panel will frighten you with nightmare stories and set
you on the path to safety with recommendations on how to avoid similar
misfortunes.
- Emily Cervino, Certified Equity Professional Institute
- Ingrid Freire, Genentech
- Susan Berry, Magma Design Automation
- Darrin Short, Equinix
Money Talks: How to Help Employees Listen
Using real-world examples that have proven successful for a
wide range of companies, this session will highlight creative techniques to
educate employees on stock plans. You will learn ways to present information
that is often thought of as dry or dull in a creative, compelling manner; how to
simplify and present complicated messages; and how to utilize practical
communication tactics that have proven successful in "real life." In addition,
attendees will break into small groups to brainstorm solutions to specific
communication challenges. This information-sharing, hands-on brainstorming and
open-discussion approach is sure to energize you to revamp your own company's
education program.
- John Korinek, PartnerComm
Latest Legislative & Regulatory Developments
Coming Regulatory Reform: Impact of Risk Assessment on Pay (and Other Repercussions)
Executive compensation is at the heart of upcoming
regulatory reforms from Congress, the IRS, and the SEC. This panel will look at
how these new rules will impact stock compensation, including compensation
strategies that encourage appropriate risk-taking, compensating executives for
long-term—not short-term—growth, TARP restrictions and how they impact all
companies, and other anticipated regulatory reforms.
- Douglas Friske, Towers Perrin
- Mark Borges, Compensia
- Jannice Koors, Pearl Meyer & Partners
- James Kim, Frederic W. Cook & Co.
Getting Shareholders to Say "Yes" to Your Pay
With the House passing a bill requiring say-on-pay for all public companies - and the US Senate expected to consider it soon - you should be getting prepared to design pay arrangements that will pass muster with shareholders. This panel of experts will delve into the nitty gritty of what shareholders want today - and how to evaluate existing arrangements to determine if they are acceptable (and if not, how to modify them to get there). The panel will focus on developing new trends in pay design and provide advice on how to put your best foot forward when engaging shareholders on pay issues.
- Ed Hauder, Exequity
- Marc Trevino, Sullivan & Cromwell
- Reid Pearson, The Altman Group
- Mike Kesner, Deloitte Consulting
The IRS and Treasury Speak: Hot Tax Topics and Updates
Always a top-ten favorite with Conference attendees, this
session will focus on the difficult issues that have arisen in the past year as
taxpayers comply with new laws and regulations and changes in government
position. The panelists will discuss recent developments, including reporting
requirements for equity plans, the new more restrictive rules for executive
compensation paid by certain entities, nonqualified deferred compensation law
changes, guidance concerning IRC Section 402(b) trusts as it applies to
employees participating in foreign plans and the recent IRS focus on reporting
fringe benefits. In addition, this session will focus on how problems can be
solved as taxpayers discover that errors have been made, either through
self-correction or voluntary disclosure to the IRS.
- Deborah Walker, Deloitte Tax
- Elizabeth Drigotas, Deloitte Tax
- Helen Morrison, Department of the Treasury
- Stephen Tackney, IRS, Office of Chief Counsel
Living on the Edge: Avoiding 409A and 162(m) Pitfalls in a Shifting Environment
You can avoid the ever-tightening net of tax
penalties under Sections 409A and 162(m). Our expert panelists will alert you to
common "traps for the unwary" and uncover faults that may result in
unintentional violations of these tricky sections of the tax code, as well as
provide practical suggestions to optimize compliance. You'll leave with "nuts
and bolts" strategies for avoiding, spotting, and correcting violations and
you'll learn how to assess penalties when violations cannot be corrected.
- Regina Olshan, Skadden, Arps, Slate, Meagher & Flom
- Dan Hogans, Morgan, Lewis & Bockius
- Paula Todd, Towers Perrin
Code Red: Tricky Tax Rules in Troubled Times and Down Markets
There are a number of equity compensation related tax rules
that are particularly tricky in down markets—and there are traps for the unwary,
including the wash sale rules, disqualifying dispositions of stock acquired in
ESPPs and the valuation of wages for FICA taxation of certain equity grants
before they become taxable for federal income tax purposes. Learn how these
tricky issues are particularly problematic in declining markets and how design
techniques can soften the blows of these sometimes punishing tax rules.
- Boyd Brown, Freddie Mac
- Gordon Klepper, Marriott International
10b5-1 Plans: Practical Advice on Design and Implementation
The 10b5-1 plan has come of age, from a one-off estate
planning vehicle for the high net-worth executive to an essential part of many
broad-based equity compensation programs. Insiders now use these plans to
diversify, manage a portfolio of stock options and smooth over restricted stock
vesting events, all while avoiding insider trading violations and negative
market signals. Yet, as these plans gain momentum, a number of practical issues
have arisen. Implementation and strong administration are the keys to keeping
your plans out of the headlines. This panel brings together all the necessary
perspectives—administrator, lawyer and broker— to show you how.
- Michael Andresino, Posternak Blankstein & Lund
- Geir Fjugstad, Credit Suisse Securities
- Ron Mueller, Gibson, Dunn & Crutcher
- Tami Bohm, Radian Group
Section 16 and Rule 144 Considerations in a Difficult Market
Today's volatile market and media criticism of executive
compensation have heightened the importance of having spotless Section 16 and
Rule 144 procedures. Hear the leading authorities on Section 16 and Rule
144 discuss evolving case law, news from the plaintiffs' bar, recent reporting
developments and guidance from the SEC on these complex and highly visible areas
of compliance.
- Peter Romeo, Hogan & Hartson
- Alan Dye, Hogan & Hartson
- Jesse Brill, NASPP
- Bob Barron, Consultant
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 of 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 existing corporate
practices.
- Edward Burmeister, Baker & McKenzie
- Cheryl Spielman, Ernst & Young
- Jennifer Kirk, Baker & McKenzie
- Amit Banker, Ernst & Young
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