Reporting Equity Compensation in Your Proxy Statement

Walk through the anatomy of a proxy statement. We’ll cover the types of proposals typically found in proxy statements, with a focus on stock plan and Say-on-Pay proposals. This module will also cover equity plan related disclosures, including the item 201(d) and new plan benefits table. Finally, we’ll explain how to determine who is considered a named executive officer and take an in-depth look at the CD&A.  

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

Take a deep dive into the tabular executive compensation disclosures, from the Summary Compensation Table and CEO pay ratio to the award-related tables. We’ll also cover disclosure of director compensation, the Beneficial Ownership of Management table, and termination and change-in-control payments. For each disclosure, we’ll explain the elements of the table with a emphasis on how stock compensation is reported, describe any related narrative disclosures, and highlight your role in preparing the disclosure as a compensation professional. 

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

Focusing exclusively on the SEC’s new Pay vs. Performance disclosure. We’ll review the components of this new disclosure, explaining each element in the table and required or recommended narrative or graphical disclosures. We’ll also explain how to calculate “compensation actually paid” for equity awards and offer practical considerations for your first time including this disclosure in your proxy statement. Our discussion will incorporate updates on any new guidance from the SEC relating to the disclosure.

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

Terry Adamson is a Partner with Infinite Equity and a Fellow of Global Equity (FGE). Terry began his love affair with stock-based compensation over 20 years ago applying actuarial disciplines to minimize the accounting cost of employee equity under ASC718, while also maximizing the perceived value to participants. Terry became one of the premiere experts on Performance Share programs and gained the nickname “Mr. Relative TSR”. Terry continues to focus on performance equity, and the mission to tighten the alignment between pay and performance.

Terry is very active in the equity community and has formerly served on the FASB Round Table on Employee Share Options and on the Executive Advisory Committee of the NASPP. Terry currently serves as the Chairperson of the Advisory Board of the Certified Equity Professional Institute (CEP) and the Society of Actuaries taskforce on stock option valuation.

Mark specializes in SEC disclosure issues, and he is a prolific writer and speaker on executive pay issues. Prior to joining Compensia, Mark was a Principal at Mercer in their Washington Resource Group in Washington, DC. This group provided assistance and advice to clients regarding legislative, regulatory, and judicial developments that affected executive compensation.

A California native, Mark graduated from Humboldt State University, and went on to receive his JD from Santa Clara University, and an LLM in Taxation from New York University. He is a member of the American Bar Association.

Garry is the Associate Director, Equity Accounting and Global Equity Plan Administrator for Horizon Therapeutics, a rapidly growing biopharmaceutical company, engaging in identifying, developing, acquiring, and commercializing medicines for the treatment of arthritis, pain, inflammatory, and/or orphan diseases in the United States and internationally. His responsibilities include global plan design considerations, administration of the equity plan software, global tax consideration of awards, financial reporting of equity awards, employee training, and managing a complex Employee Stock Purchase Plan. He has presented at prior equity conferences on the topics of establishing a FIX broker connections, ESPP Engagement, M&A planning and execution, as well as numerous topics in accounting and financial reporting.

Prior to joining Horizon Therapeutics, Garry was a Senior Accountant over the Mondelēz International Global Equity Plan. Garry has his BS in Accounting from Illinois State University and MBA in Organizational Behavior from Lake Forest Graduate School of Management.

Dana is a native of Columbus, Ohio and currently works as the Senior Manager of Compensation for the Corporate Offices of Designer Brands Inc. Her team manages the compensation programs for their business segments in the United States. This includes base compensation, short-term and long-term incentive plans. Dana has worked in the field of compensation for over 22 years, primarily in the retail industry.

Dana majored in human resources and graduated with a bachelor’s degree from The Ohio State University. She is a Certified Compensation Professional (CCP) and has also earned her Equity Compensation Associate (ECA) designation.

David M. Lynn is co-chair of the firm’s Corporate Finance | Capital Markets practice. He served as Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Dave provides guidance to companies, underwriters, boards of directors, and other market participants on corporate finance and governance matters, as well as best practices for disclosure and compliance. In addition to being a leading authority on SEC issues, Dave is particularly well known in the area of executive compensation disclosure, having co-authored “The Executive Compensation Disclosure Treatise and Reporting Guide.”

Liz is a Partner at Infinite Equity. With 17 years of experience, Liz advises companies on their equity programs, with a particular love for employee stock purchase programs. Liz leverages an actuarial science background and data analytics to help companies make better design and valuation decisions. Prior to joining Infinite Equity, Liz led a regional equity compensation consulting team at a large consulting firm. Liz is a frequent speaker at equity compensation events, serves on the CEP Advisory Board, and is the President of the Philadelphia Chapter of the NASPP.

Liz has a Bachelor of Science in Actuarial Science from the Pennsylvania State University, is an Associate of the Society of Actuaries, and is a Certified Equity Professional. She is based in Philadelphia.

Certified Equity Professionals (CEPs) can earn continuing education credits for attendance at the live sessions and replays of session recordings that they did not attend live.

Maximum Credit: 4 hours (1 hour per session)

Additional Requirements: Attendees must keep their own records of their attendance, including the specific sessions they attended, so they can report this information to the CEP Institute when required.

Certified public accountants can earn continuing professional education (CPE) for attendance at the live sessions. Replays of session recordings are not eligible for CPE.

Maximum Credit: 4.8 CPE credits (1.2 credits per session)

Additional Requirements: You must answer all in-session polling questions to receive full credit and credit awarded will be based on your actual time in the session. Arriving late, leaving early, or failing to answer all polling questions will result in a reduction in credit earned.

Instructional Method: Group Internet Based

Program Level: Intermediate

Pre-Requisites: Attendees should already have an understanding of the characteristics of stock options, SARs, restricted stock/unit awards, and performance awards, as well as the general procedures necessary to administer these programs. Individuals that are new to stock compensation may want to complete the NASPP's Stock Plan Fundamentals program before participating in this course.

Required Advance Preparation: None

Fields of Study Included in Program: Business Law and Management Services