Significant Changes to Executive Compensation in 2011

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.