The Impact of Dodd-Frank Act on Executive Compensation: A 2012 Perspective
In 2011, the SEC adopted new rules that call for companies to consider risk associated with compensation plans and the participation of shareholders in executive compensation practices. Companies are likely to face yet another set of challenges as other Dodd-Frank executive compensation provisions are expected to take effect sometime this year.
In a two-hour LIVE webcast, a panel of distinguished experts being assembled by The Knowledge Group will provide an in-depth discussion of the significant issues in the mix including:
- Dodd-Frank Provisions that Impact Executive Compensation
- Review of Existing Rules on Say-on-Pay, Golden Parachutes and Clawbacks
- Voting Guidelines under the ISS
- Compensation Arrangements
- Developing Effective Compensation Strategies, Risk Assessments and Benchmarking Practices
- Preparing for Dodd-Frank Executive Compensation Provisions to Take Effect in 2013
The program will cover the topics above along with a Q&A panel in which the attendees will be invited to ask the speakers questions.
Barbara R. Mirza , Attorney ,
Skadden, Arps, Slate, Meagher & Flom LLP
- What factors are causing companies to fail Say on Pay?
- What factors are causing companies to have significant year over year increases in their vote percentage from 2011 to 2012?
- How are companies responding to negative vote recommendations by ISS?
Donald Kalfen, Partner and Senior Consultant,
Meridian Compensation Partners, LLC
- How has say on pay increased the influence of proxy advisory firms and in particular ISS?
- What factors cause ISS to issue a negative vote recommendation on a company’s say on pay proposal and what is the impact of this recommendation on vote outcomes?
- How have companies responded to a negative vote recommendation by ISS?
- What should companies being doing today to ensure (or increase) the likelihood of a positive ISS vote recommendation in 2013?
Paul Koppel , Attorney,
Simpson Thacher & Bartlett LLP
- How has say on pay changed the proxy presentation of executive compensation?
- How has say on pay altered how companies compensate executives?
- Have supplemental proxy materials helped or hurt
Paul C. Gluckow , Partner,
Simpson Thacher & Bartlett LLP
- What legal claims have been asserted by shareholders in the wake of failed Say on Pay votes?
- How have courts responded to Say on Pay lawsuits?
- How have the claims in Say on Pay lawsuits changed over time?
- What conclusions can be drawn from the outcomes of prior Say on Pay lawsuits?
James R. Burke, Partner,
Hinckley, Allen & Snyder LLP
Determining the “fair value” of financial instruments at a particular point in time is often an important issue in litigation and commercial disputes. When markets are efficient the price at which parties transact is the presumptive “fair value” of the security; however, in the absence of efficient markets or reliable pricing data other valuation methods must be used. This presentation will discuss:
- What changes are ahead for compensation committee membership?
- What are the latest regulatory developments facing compensation committees and their compensation consultants, legal advisors and other advisors?
- What additional disclosure will be required in the 2013 proxy statement regarding compensation consultants? What should compensation committees do now in anticipation of the required disclosure?
Who Should Attend:
- Financial Officers
- Employee Benefits and Executive Compensation Practicing Lawyers
- Compensation and Benefits Consultants
- Senior Management
- HR Executives
- Benefits Managers
Barbara Mirza advises clients with respect to issues relating to executive compensation and employee benefits. Her practice focuses primarily on senior-level executive compensation matters, both in the context of corporate transactions and on an ongoing basis. She has worked with clients ranging from start-ups to multinationals across multiple industries, and she has extensive experience advising public companies, private companies and partnerships. In addition to her years of experience at Skadden, Ms. Mirza worked for four years in the compensation and benefits consulting practice of one of the “Big Four” accounting firms, advising senior executives and boards of directors with respect to the tax and risk implications of executive compensation programs and employee benefits arrangements. She has lectured to industry groups on various tax and benefits topics, including equity compensation issues in a changing economy, the implications of health care reform, and the risks and opportunities that arise when taking a company public.
Barbara Mirza advises clients with respect to issues relating to executive compensation and employee benefits. Her practice focuses primarily on …
Don is a founding partner at Meridian Compensation Partners, LLC. Immediately prior to Meridian, Don was a principal for four years in Hewitt Associates’ executive compensation practice. Don leads Meridian’s Technical Team.
Don has over 25 years of professional experience, including 15 years advising clients on a broad range of compensation matters that includes the following:
• Design and implementation of incentive plans, equity programs, severance arrangements, change-in-control agreements, deferred compensation plans, supplemental retirement plans, perquisites, employment agreements, and board compensation programs.
• Market studies of executive compensation practices.
• Tax and accounting treatment of executive compensation arrangements.
• SEC disclosure rules applicable to executive and director compensation programs.
• Corporate governance practices.
• Compensation arrangements in specialized contexts such as initial public offerings, distressed or chapter 11 companies, and corporate transactions.
Don draws from a diverse 25+ years of work experience which includes consulting, law and accounting positions. His consulting experience includes 15 years as a member of the human resources consulting practices at Ernst & Young and PricewaterhouseCoopers. While at Ernst & Young, Don served as partner-in-charge of the firm’s Chicago office HR consulting practice for five years. Prior to joining Ernst & Young, Don was an employee benefits attorney for six years with Keck, Mahin & Cate and Kirkland & Ellis.
Don received a B.S. in accountancy from the University of Illinois (Urbana) and a J.D. (with highest honors) from IIT Chicago-Kent College of Law. He is also a Certified Public Accountant.
Don is a founding partner at Meridian Compensation Partners, LLC. Immediately prior to Meridian, Don was a principal for four …
Paul Koppel is an associate at Simpson Thacher & Bartlett LLP in New York City. Mr. Koppel’s practice focuses on executive compensation and employee benefits. Mr. Koppel advises clients on the drafting, operation and administration of tax-qualified retirement plans and welfare benefit plans and the investment of retirement plan assets, the development and implementation of equity-based and executive compensation arrangements, including stock options, restricted stock, stock appreciation rights and partnership “carried interest” programs. He advises clients on the implementation of new compensation arrangements and award plans in connection with initial public offerings, advises public companies on the disclosure of executive compensation in securities law filings and advises companies on compensation and benefits matters in connection with acquisitive transactions.
Mr. Koppel graduated from Georgetown University Law Center in 2000. He received his B.A. from Cornell University in 1991. He is admitted to practice in New York.
Paul Koppel is an associate at Simpson Thacher & Bartlett LLP in New York City. Mr. Koppel’s practice focuses on …
Paul Gluckow is a Partner in the New York office of Simpson Thacher & Bartlett LLP, where he is a member of the Firm’s Litigation Department. Mr. Gluckow’s practice focuses on securities litigation (including class and derivative actions, contests for corporate control, and government and internal investigations), antitrust litigation, defense of law firms in legal malpractice and related matters, and other complex commercial litigation. Mr. Gluckow regularly represents financial institutions, corporations, and individuals in high-profile securities and shareholder litigations, including litigation addressing alleged breaches of fiduciary duties and other corporate governance issues. He has also represented public companies in internal and governmental investigations, and has litigated antitrust actions on behalf of plaintiffs and defendants, including cases alleging monopolization, price fixing, and other restraints of trade.
Prior to joining Simpson Thacher, Mr. Gluckow served as a law clerk to the Hon. Samuel A. Alito, Jr., then of the United States Court of Appeals for the Third Circuit, and the Hon. William G. Bassler of the United States District Court for the District of New Jersey. He received his J.D. summa cum laude from Seton Hall University School of Law, his M. Phil. with highest distinction from the University of Glasgow, and his B.A. magna cum laude from the University of Notre Dame.
Paul Gluckow is a Partner in the New York office of Simpson Thacher & Bartlett LLP, where he is a …
James R. Burke is a partner in the Corporate and Business Group of Hinckley, Allen & Snyder LLP. Based in Boston, Mr. Burke has been involved in various transactions in the corporate and securities field, including numerous public offerings, Rule 144A transactions, tender offers, private placements, mergers, acquisitions and dispositions. Mr. Burke has advised public companies on SEC, stock exchange and corporate governance matters. Prior to joining Hinckley in 2010, Mr. Burke was a partner at WilmerHale from 1999 to 2010. He is Co-Chair of the Securities Law Committee of the Business Transactions Section of the Boston Bar Association. He received his J.D. from Harvard Law School and A.B. from Princeton University.
James R. Burke is a partner in the Corporate and Business Group of Hinckley, Allen & Snyder LLP. Based in …
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About Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps is a global firm of approximately 1,800 lawyers in 23 offices in 13 countries, serving clients in every major financial center and representing many of the largest U.S. and international companies, including approximately one-half of the Fortune 250. With more than 40 practice areas internationally, Skadden advises clients on their most important matters, such as executive compensation and benefits, mergers and acquisitions, corporate finance, litigation, real estate, banking, tax and arbitration. The Executive Compensation and Benefits Group at Skadden helps companies, executives and boards to navigate the complex maze of government regulation of executive compensation and benefits.
About Meridian Compensation Partners, LLC
Meridian Compensation Partners is a fully independent executive compensation firm providing trusted counsel to Boards and Management at hundreds of large companies. We consult exclusively on executive and Board compensation matters, including their design, amounts and related corporate governance practices.
Our dozens of consultants throughout the U.S. and in Canada have decades of experience in pay solutions that are responsive to shareholders, reflect good governance principles and align pay with performance. Our partners average almost 25 years of executive compensation experience and collectively serve over 400 clients, primarily at the Board level. We have 12 offices today, with plans to continue to grow to exceed our clients expectations. As a result, our depth of resources, content expertise and Boardroom experience are unparalleled.
Our culture is one in which we regularly share our consulting experiences with each other to the benefit of all of our clients. This knowledge management approach creates shared learning and increases our effectiveness in solving challenging client issues.
Our scale means that we have the ability to help companies through all phases of the economic cycle, as well as transactions and special situations. Our client and consultant retention rates also are among the highest in our industry.
About Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP is a leading global law firm with offices in New York, Beijing, Hong Kong, Houston, London, Los Angeles, Palo Alto, São Paulo, Tokyo and Washington, D.C. Established in 1884, the Firm currently has more than 800 lawyers. On a world-wide basis, the Firm provides coordinated legal advice on the largest and most complex corporate transactions and litigation matters in industries which include financial services, insurance, power and natural resources, consumer products, services, technology, telecommunications, media, pharmaceuticals and healthcare industries. Cross-border finance, banking and bank regulation, mergers and acquisitions, securities issuance and regulation, project and asset based finance, real estate, asset management, joint ventures, taxation, litigation and dispute resolution are important aspects of the Firm’s practice.
About Hinckley, Allen & Snyder LLP
HINCKLEY, ALLEN & SNYDER LLP is a multi-service New England-based law firm with offices in Boston, Providence, Hartford, Concord and Albany. Founded in 1906, the firm employs over 130 attorneys. Hinckley is committed to providing expert legal counsel and in-depth industry knowledge to many of the region’s publicly held corporations and emerging businesses with both domestic and foreign operations, several of the nation’s and region’s most highly regarded educational institutions, academic medical centers, hospitals, financial institutions, manufacturing companies, and several of the nation’s largest real estate developers and construction companies. For more information about Hinckley, visit www.haslaw.com.