The Pay Ratio Disclosure: What Every Company Should Know
As the 2019 proxy season begins, the second year of compliance with CEO pay ratio rule also commences. Companies who had their initial pay ratio disclosure last year had the advantage of easy compliance, however, there are still several crucial decisions for them to consider including the company’s selection of new median employee for 2019 disclosure purposes.
A new set of challenges are expected to continuously emerge in the second year of the CEO pay ratio. Companies and their counsel must be well-versed with the recent trends and developments surrounding this significant topic.
In this LIVE Webcast, a panel of key thought leaders and professionals assembled by The Knowledge Group will provide the audience with an in-depth analysis of the recent updates in the 2019 pay ratio disclosure. Speakers will also discuss the potential implication of the developments, and provide the best compliance practices.
Some of the major topics that will be covered in this course are:
- The Pay Ratio Disclosure in the 2019 Landscape – A Primer
- Recent Trends and Developments
- Opportunities and Challenges
- Best Compliance Practices
- What Lies Ahead
Meridian Compensation Partners, LLC | Executive Compensation Consulting
- Overall context for interpreting the CEO pay ratio, and what it tell us (and what it does not tell us)
- What we’ve heard in the boardroom in terms how directors think about it
- Market data on CEO pay ratio by sector
- Market data on CEO pay ratio by company size
- YoY trends in CEO pay ratio
- Views of proxy advisors and institutional investors
- What we expect on the horizon for CEO pay ratio
Saxton & Stump
Item 402(u) of Regulation S-K, the pay ratio disclosure rule, requires most public companies to disclose in their annual report on Form 10-K and definitive proxy statement the ratio of the median of the annual total compensation of their employees (other than the Chief Executive Officer) and the annual total compensation of their Chief Executive Officer. The following are the primary issues impacting 2019 CEO pay ratio disclosures
- Selection of the median employee whose compensation will be compared to that of the Chief Executive Office
- There has been no change in its employee population or employee compensation arrangements that it reasonably believes would result in a significant change to its pay ratio disclosure. The following three circumstances will require that a company go through the process of identifying a new median employee:
- Change in Employee Compensation Arrangements - If a company has experienced a change in its employee compensation arrangements during the last completed fiscal year potentially resulting in a significant change to its pay ratio disclosure, then it must go through the process of identifying a new median employee.
- Change in Employee Population - If a company has experienced a change in its employee population during the last completed fiscal year potentially resulting in a significant change to its pay ratio disclosure, then it also must go through the process of identifying a new median employee.
- Change in Median Employee Circumstances – The individual employee who was selected as the prior year’s median employee has experienced a change in his/her circumstances, such as having terminated employment, received a promotion with a material change in compensation, or otherwise experienced a significant change in their individual compensation,
- The same median employee may be used for up to three years as long as during the company’s last completed fiscal year:
Additional Disclosure Required
- Where a company has concluded that it may use the median employee from its 2018 disclosure in its 2019 disclosure, it must disclose that it is using the same median employee in its pay ratio calculation and describe briefly the basis for its reasonable belief that such use will not significantly affect its pay ratio disclosure.
- Recommendations for Compliance
Who Should Attend:
- Compensation and Payroll Professionals
- Executive Compensation Lawyers and Consultants
- C-Level Executives
- In-house Counsel
Jim has over 16 years of experience in executive compensation consulting. He provides guidance to Compensation Committees, Boards of Directors, and management teams regarding executive and outside director compensation program design. His areas of expertise include:
- Aligning compensation programs with business and strategic objectives
- Assessing pay and performance relationships
- Designing incentive plan mechanics
- Reviewing competitive pay practices and policies
- Analyzing the impact of emerging pay trends
- Developing peer groups for compensation and performance comparisons
He has worked with organizations with revenues from $100 million – $100+ billion. Jim’s specific industry experience includes retail, chemicals, technology, manufacturing, hospitality/gaming, and financial services. His primary role with clients is to lead engagements with the Compensation Committee or Senior Management in addressing the organization’s most critical compensation design issues.
Jim is a member of the NACD chapter in Philadelphia and a frequent speaker at various executive pay related forums. Jim received his B.A. in Economics from the University of Pennsylvania.
Jim has over 16 years of experience in executive compensation consulting. He provides guidance to Compensation Committees, Boards of Directors, …
Sarah K. Ivy is a shareholder and chair of Saxton & Stump’s Employee Benefits and Executive Compensation Group. Sarah has more than 20 years of experience advising employers and other employee benefits plan sponsors on all employee benefit and executive compensation plan issues arising under the Internal Revenue Code (IRC) and Employee Retirement Income Security Act (ERISA).
As part of her practice, Sarah regularly counsels employers and plan sponsors on retirement plan, health and welfare benefit plan and executive compensation arrangements. She also routinely advises clients being investigated by the Internal Revenue Service (IRS) and the Department of Labor (DOL). Further, Sarah works with transaction lawyers to identify and resolve employee benefits and executive compensation legal issues arising in all forms of business transactions (including mergers and acquisitions).
Sarah K. Ivy is a shareholder and chair of Saxton & Stump’s Employee Benefits and Executive Compensation Group. Sarah has …
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Method of Presentation:
Experience in executive compensation/securities laws
NY Category of CLE Credit:
Areas of Professional Practice
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About Meridian Compensation Partners, LLC | Executive Compensation Consulting
Meridian Compensation Partners has a singular focus: to provide the most effective solutions and independent advice in executive compensation and corporate governance consulting. With over 80 associates in ten offices in the US and Canada, Meridian provides top management, boards and compensation committees at public and private corporations with core services that include board level advisory services, compensation program design, research and competitive market intelligence on executive pay and governance matters. We are unique in our ability to provide a full array of services and capabilities and develop long-tenured, board-level consulting relationships to over 600 major publicly traded and privately held corporations. We serve companies across all industries, and have particular expertise in industry sectors with unique labor markets, business metrics, and compensation practices. We guide clients through challenging issues and bring each relationship an independent perspective, expertise, knowledge, and deep resources.
About Saxton & Stump
Saxton & Stump is a full-service law firm serving businesses by providing legal and consulting services. The firm’s professionals apply strategic solutions and provide problem-solving support to help clients navigate legal issues and thrive in an increasingly complex world.
Saxton & Stump’s Employee Benefits and Executive Compensation Group advises clients including for-profit and non-profit, closely-held and publicly-traded organizations with respect to complex employee benefits and executive compensation matters. Our attorneys work closely with clients to understand their unique business needs and provide practical solutions to attract and retain top talent.