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Twin Cities: July 2019 Meeting

July 11, 2019

Breakfast and Registration 7:30 A.M., Meeting 8:00 to 9:00 A.M.


Dorsey & Whitney, LLP
Suite 1500, 50 South Sixth Street
Minneapolis, MN 55402
Board Compensation – Trends in Director Comp Program Design and Pay Levels

Speaker Information

Michael J. Voves

Michael is a Partner in Dorsey's Benefits and Compensation Group and head of the firm’s Executive Compensation practice group. Michael advises clients on tax, ERISA and related issues affecting equity compensation, deferred compensation, executive compensation, pension, ESOP and 401(k) arrangements.  Michael’s practice can be broken into two areas of focus – equity/incentive compensation and retirement benefits/investments. 

Michael creates equity, phantom equity and cash incentive programs for entities of all sorts, including corporations, partnerships, LLCs and cooperatives.   Because Dorsey has a strong public company client base, Michael is particularly experienced in designing cash and stock incentive programs that adhere to ISS and Glass Lewis standards.  Michael also works with a stable of ESOP-owned clients and frequently presents on topics for the National Center for Employee Ownership.  Michael is an active member of the National Association of Stock Plan Professionals, and is on the board of the Twin Cities chapter organization.

Michael’s other practice area falls under ERISA fiduciary compliance, particularly with respect to retirement and pension investments.  Michael advises numerous plan sponsors and plan service providers with respect to ERISA fiduciary and prohibited transaction issues.  Michael frequently attends investment committee meetings for many clients and understands many investment vehicles and services that are offered under ERISA covered retirement plans – whether retail, institutional, custom or private equity investments.

Ron Rosenthal, Lead Consultant
Ron Rosenthal is a Lead Consultant at Meridian Compensation Partners, LLC. Ron has served corporate boards and senior management teams for over 20 years, developing customized compensation programs aligned with business strategies. Ron provides guidance on a broad range of executive compensation matters including compensation strategy, peer group development, competitive assessments, incentive plan design, alignment of pay and performance, severance and change-in-control arrangements, and non-employee director compensation.

Ron has written numerous articles, and is a frequent speaker, on executive compensation matters.


Event Details

Topic: Board Compensation – Trends in Director Comp Program Design and Pay Levels

Program Description:  Board compensation is under increasing scrutiny.  Over the past several years, litigation over excessive director compensation has resulted in increased judicial oversight of directors’ decisions with respect to their own pay.  In this session, we will explore the evolution of Delaware cases on director pay, culminating in the Investor Bancorp decisions, and discuss where director compensation programs are headed.  Will shareholder-ratified “self-executing” formulaic plans become the norm, leaving no director discretion to set their own pay?  Or will boards continue to retain discretion, but subject to meaningful shareholder approved limits? 

We will also examine trends in director compensation program design and pay levels.

Also, it wouldn’t be a proper NASPP presentation if we didn’t talk about ISS.  Not surprisingly, ISS  recently adopted  a new policy focusing on “excessive” director pay.  We will delve into this policy as well. 

To Register: Send an RSVP email to  This program is free of charge.

Location: Dorsey & Whitney, LLP - Suite 1500, 50 South Sixth Street, Minneapolis, MN 55402

More Information

Parking is available in the 50 South Sixth Street Ramp.

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