This session, intended for directors seeking a deeper understanding of challenging compensation issues, will focus on current issues in executive compensation and related optimal incentive design. The panel will review recent compensation trends, best practices for compensation committee process, say-on-pay voting results and litigation, and the evolution of how best to use compensation consultants and navigate proxy advisor scrutiny. We will explore specific changes that some boards have adopted to better align CEO pay with company objectives, review the latest fads (good & bad) of compensation strategies, discuss the challenge of structuring exit packages, and highlight latest developments in drafting the CD&A including a brief discussion about how best to frame director compensation details (a topic handled in more detail in the Director Compensation breakout session).