HomeWebcastSignificant Changes to Executive Compensation in 2011
Significant Changes to Executive Compensation CLE

Significant Changes to Executive Compensation in 2011

Live Webcast Date: Tuesday, July 19, 2011 from 3:00 pm to 5:00 pm (ET)
Legal (CLE)Recording

Significant Changes to Executive Compensation

Join us for this Knowledge Group Significant Changes to Executive Compensation Webinar. The SEC has proposed significant changes to the executive compensation provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Companies and finance executives should have a complete understanding of how these changes may impact their businesses and/or clients.

The Knowledge Group has assembled a panel of key thought leaders and regulators to help finance executives and others who are interested in the topic understand all the important issues with respect to this important subject. This webcast is a must attend for all finance executives, directors, brokers and others who are involved in executive compensation programs who need to be in the know with respect to this ever changing area.

Some of the key areas addressed in this webcast

  • Clawback of compensation paid to executives
  • Compensation committee independence
  • Broker discretionary voting on executive compensation matters
  • Pay versus performance disclosure
  • Disclosure regarding compensation of the CEO relative to median employee compensation
  • Up to the minute regulatory update

Agenda

J. Henry Oehmann III CCP, CBP, CEBS, SPHR, Director-National Executive Compensation Services,
Grant Thornton, LLP
This presentation will focus on recent changes in executive and incentive compensation that are relevant to financial institutions as well as general industry. A key portion of the presentation will focus on final guidance on Sound Incentive Compensation Policies and the proposed regulatory changes under Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act including the following:

Additional material will be presented to update the status of the other executive compensation and corporate governance provisions of the Dodd-Frank Act: including the following:

The presentation will summarize key action points for incentive and executive pay arrangements for public and private companies including:

Brigen L. Winters, Principal
Groom Law Group

J. Mark Poerio, Partner, Employment Department
Paul, Hastings, Janofsky & Walker LLP

  • Covered institutions
  • Understanding the three pronged approach of incentive plan design, internal controls and risk management, and strong corporate governance
  • Risk mitigation factors
  • Large financial institutions-special rules
  • Ten tip for readiness
    • Say on Pay
    • Clawbacks
    • Compensation Committee and Advisor Independence
    • Disclosure of Board Leadership
    • Additional Compensation Disclosures
    • Use of stock vs. cash in plan design
    • Risk and incentive pay-how to balance
    • Board oversight role
    • Policies and procedures
    • 409A hot topics/status of additional guidance
    • Code section 162(m) deduction issues
    • Executive medical issues
    • Possible future tax reform and deficit reduction legislation; possible impact on executive and nonqualified deferred compensation
    • Say on Pay, Say on Parachutes, and Spin-off Litigation.
    • Clawbacks – with triggers from financial restatements to breached non-competes
    • Compensation Committee and Advisor Independence
    • Disclosure of Board Leadership
    • Additional Compensation Disclosures (e.g. pay ratios, and pending legislation to repeal!)

Who Should Attend

  • Human Resources & Benefits Executives
  • CFOs
  • Compensation Directors
  • NRSROFinancial Executives
  • Brokers
  • Executive Compensation Practicing Lawyers
  • Compensation and Benefits Consultants

Significant Changes to Executive Compensation

J. Henry Oehmann III CCP, CBP, CEBS, SPHR, Director-National Executive Compensation Services,
Grant Thornton, LLP
This presentation will focus on recent changes in executive and incentive compensation that are relevant to financial institutions as well as general industry. A key portion of the presentation will focus on final guidance on Sound Incentive Compensation Policies and the proposed regulatory changes under Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act including the following:

Additional material will be presented to update the status of the other executive compensation and corporate governance provisions of the Dodd-Frank Act: including the following:

The presentation will summarize key action points for incentive and executive pay arrangements for public and private companies including:

Brigen L. Winters, Principal
Groom Law Group

J. Mark Poerio, Partner, Employment Department
Paul, Hastings, Janofsky & Walker LLP

  • Covered institutions
  • Understanding the three pronged approach of incentive plan design, internal controls and risk management, and strong corporate governance
  • Risk mitigation factors
  • Large financial institutions-special rules
  • Ten tip for readiness
    • Say on Pay
    • Clawbacks
    • Compensation Committee and Advisor Independence
    • Disclosure of Board Leadership
    • Additional Compensation Disclosures
    • Use of stock vs. cash in plan design
    • Risk and incentive pay-how to balance
    • Board oversight role
    • Policies and procedures
    • 409A hot topics/status of additional guidance
    • Code section 162(m) deduction issues
    • Executive medical issues
    • Possible future tax reform and deficit reduction legislation; possible impact on executive and nonqualified deferred compensation
    • Say on Pay, Say on Parachutes, and Spin-off Litigation.
    • Clawbacks – with triggers from financial restatements to breached non-competes
    • Compensation Committee and Advisor Independence
    • Disclosure of Board Leadership
    • Additional Compensation Disclosures (e.g. pay ratios, and pending legislation to repeal!)

Significant Changes to Executive Compensation

Significant Changes to Executive Compensation

J. Henry Oehmann III CCP, CBP, CEBS, SPHRDirector-National Executive Compensation ServicesGrant Thornton LLP

Henry is Director National Executive Compensation Services practice and offices in Grant Thornton’s Raleigh office. Henry has more than thirty years of executive compensation consulting experience.

Experience
Henry works extensively with compensation committees of public companies on executive compensation and corporate governance issues. Prior to joining Grant Thornton LLP, he was Vice-President of Executive Compensation Services at Clark Consulting, a Principal and compensation practice leader at Arthur Andersen and at Buck Consultants in Atlanta. In addition, he was Director of Compensation and Employee Benefits at Progress Energy. His in-depth experience in the banking and financial services industry is coupled with a wide-range of consulting engagements including both domestic and international clients across various industries.

Industry Experience
Henry has provided consulting expertise in a variety of industries. He has substantial experience in banking and financial services, especially with TARP recipients and acquirers of failed institutions. He has worked closely with boards and management of a number of public and private companies. He has assisted companies in developing the pay and performance link in stock-based compensation programs and cash incentive compensation arrangements, executive benefit and perquisite development and CIC and postemployment analysis. He frequently works with boards and compensation committees in matters involving executive compensation trends, the changing regulatory environment and corporate governance matters.

Significant Changes to Executive Compensation

Brigen L. WintersPrincipalGroom Law Group Chartered

Mr. Winters co-chairs the firm’s Policy and Legislation practice group and also works with the firm’s Executive Compensation, Health and Welfare, Plan Design and Taxation, and Public and Multiemployer Plans practice groups. His practice includes counseling plan sponsors, insurers and other financial institutions regarding executive compensation, health and welfare and tax-qualified arrangements, and advising plan sponsors, coalitions, and trade associations on legislative and regulatory matters.

Over the last several years, Mr. Winters has worked extensively on health reform issues that were recently enacted as part of the Patient Protection and Affordable Care Act. He also works extensively on executive and nonqualified deferred compensation issues, including compliance and plan design issues related to Code sections 409A, 162(m) and 457A.

Significant Changes to Executive Compensation

J. Mark PoerioPartner, Employment DepartmentPaul, Hastings, Janofsky & Walker LLP

Mark Poerio is a partner in the Employment department in the Washington D.C. office of Paul Hastings. For nearly 25 years, Mr. Poerio has been in private practice with a focus on executive compensation and employee benefit matters, especially from a business and corporate governance and securities perspective. He works regularly with every Paul Hastings office, on a national and international level, and has significant pro bono representations relating to not-for-profit business, executive compensation, and tax matters. Mr. Poerio is also an adjunct professor with the Georgetown Law School, where he designed and teaches both “Executive Pay and Loyalty” and “The Business and Securities Aspects of Executive Compensation”.

Mr. Poerio regularly assists the global client base of Paul Hastings with the corporate, tax, financial accounting, securities, labor, and litigation issues that relate to executive compensation, especially as it relates to stock plans and awards, performance-based incentive compensation, and the design and structure of clawback and forfeiture provisions relating to loyalty covenants (such as non-competition and confidentiality agreements). Mr. Poerio’s practice also includes the fiduciary and compliance issues relating to retirement and health plans, and the design of executive employment agreements. Nearly half of Mr. Poerio’s practice has generally involved the employment and benefit issues relating to corporate mergers and acquisitions, where he and his team handle ERISA due diligence, golden parachute issues and calculations, transitional issues, and strategies for minimizing financial expense and taxation.


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Significant Changes to Executive Compensation

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   NONE

Course Code:
   114156

Total Credits:
    2.0 CLE

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About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

Groom Law Group, Chartered is a Washington, DC-based law firm of over 50 attorneys that focuses exclusively on employee benefits issues. More information about the firm and its attorneys can be found at https://www.groom.com

Website: https://www.groom.com/

Henry is Director National Executive Compensation Services practice and offices in Grant Thornton’s Raleigh office. Henry has more than thirty years of executive compensation consulting experience.

Experience
Henry works extensively with compensation committees of public companies on executive compensation and corporate governance issues. Prior to joining Grant Thornton LLP, he was Vice-President of Executive Compensation Services at Clark Consulting, a Principal and compensation practice leader at Arthur Andersen and at Buck Consultants in Atlanta. In addition, he was Director of Compensation and Employee Benefits at Progress Energy. His in-depth experience in the banking and financial services industry is coupled with a wide-range of consulting engagements including both domestic and international clients across various industries.

Industry Experience
Henry has provided consulting expertise in a variety of industries. He has substantial experience in banking and financial services, especially with TARP recipients and acquirers of failed institutions. He has worked closely with boards and management of a number of public and private companies. He has assisted companies in developing the pay and performance link in stock-based compensation programs and cash incentive compensation arrangements, executive benefit and perquisite development and CIC and postemployment analysis. He frequently works with boards and compensation committees in matters involving executive compensation trends, the changing regulatory environment and corporate governance matters.

Mr. Winters co-chairs the firm’s Policy and Legislation practice group and also works with the firm’s Executive Compensation, Health and Welfare, Plan Design and Taxation, and Public and Multiemployer Plans practice groups. His practice includes counseling plan sponsors, insurers and other financial institutions regarding executive compensation, health and welfare and tax-qualified arrangements, and advising plan sponsors, coalitions, and trade associations on legislative and regulatory matters.

Over the last several years, Mr. Winters has worked extensively on health reform issues that were recently enacted as part of the Patient Protection and Affordable Care Act. He also works extensively on executive and nonqualified deferred compensation issues, including compliance and plan design issues related to Code sections 409A, 162(m) and 457A.

Mark Poerio is a partner in the Employment department in the Washington D.C. office of Paul Hastings. For nearly 25 years, Mr. Poerio has been in private practice with a focus on executive compensation and employee benefit matters, especially from a business and corporate governance and securities perspective. He works regularly with every Paul Hastings office, on a national and international level, and has significant pro bono representations relating to not-for-profit business, executive compensation, and tax matters. Mr. Poerio is also an adjunct professor with the Georgetown Law School, where he designed and teaches both “Executive Pay and Loyalty” and “The Business and Securities Aspects of Executive Compensation”.

Mr. Poerio regularly assists the global client base of Paul Hastings with the corporate, tax, financial accounting, securities, labor, and litigation issues that relate to executive compensation, especially as it relates to stock plans and awards, performance-based incentive compensation, and the design and structure of clawback and forfeiture provisions relating to loyalty covenants (such as non-competition and confidentiality agreements). Mr. Poerio’s practice also includes the fiduciary and compliance issues relating to retirement and health plans, and the design of executive employment agreements. Nearly half of Mr. Poerio’s practice has generally involved the employment and benefit issues relating to corporate mergers and acquisitions, where he and his team handle ERISA due diligence, golden parachute issues and calculations, transitional issues, and strategies for minimizing financial expense and taxation.

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