Breakout: Executive and Director Compensation

This session is designed to provide experienced directors with additional tools and insights to engage in more effective strategic thinking and execution on matters of executive compensation. The discussion will review the latest trends in compensation, best practices for compensation committee process, the outcome of the first years of CEO pay ratio analysis, outlier say-on-pay voting results and litigation, and the changing opinions (and power) of proxy advisory firms on matters of executive compensation. Topics will also include changes that some boards have adopted to constrain or “re-align” CEO pay, the latest novel compensation strategies designed to retain and excite talented executives, and the recent guidance on Section 162(m) of the Internal Revenue Code. The panel will also highlight the latest developments in SEC enforcement related to failure to disclose executive perquisites and recommended practices for drafting the CD&A, including how best to disclose director compensation details.