NACD: Compensation and Say on Pay

NACD: Compensation and Say on Pay

February 27 2012

March 15, 2012
New York, NY
SH&P Speaker:  Steven Hall

Topic:  Compensation and Say on Pay: The Brave New World

Compensation Committees remain on the hot seat. Although the first year of universal say on pay was for most companies a non-event, failed votes at a hand-full of companies were embarrassing at best, and at worst, led to a lawsuit. Moreover, some commentators have suggested that 2011 was a mere trial run — with many investors determining to be conservative in their casting of “no” votes the first time around — but that in 2012 “the gloves will come off.”

Our experienced panel of practitioners — from the institutional investor, proxy advisory, compensation consulting and corporate governance fields — will share their perspectives and real-world experiences as they look at current boardroom thinking on executive compensation, and the emergence of say on pay as a lightning rod.

Topics will include:

  • Lessons learned from 2011, including the level of influence actually wielded by the proxy advisory firms, and emerging best practices for Boards and Compensation Committees in communicating their compensation stories — through their CD&A’s and otherwise
  • The metrics and screens that institutional investors and proxy advisory services used in determining their 2011 Say on Pay recommendations/votes, including a discussion of newly adopted approaches for 2012: peer group construction issues, new “pay for performance” methodologies, and ISS’s new policy mandating a higher level of scrutiny on companies receiving votes of less than 70% in favor
  • Whether the UK say on pay model — of fostering increased dialog and discussion between companies and their investors — is taking root in the US, and how companies might best implement such a communications program
  • The reasons underlying the failed say on pay votes/near misses experienced by some companies, and the current status of, prospects for, and impact of, say on pay-based lawsuits, including whether and how those lawsuits might be impacted by 2012 votes
  • The factors that institutional investors and proxy advisory firms will likely consider in determining whether a company’s changes implemented in reaction to a high “no” vote will be considered a satisfactory enough response
  • Whether say on pay is on track, as some commentators forewarned, to turn into “pay as I say”, as some companies increasingly feel forced to craft compensation policies and practices that “toe the line” set by the proxy advisory firms
  • Whether the fewer number of say on pay votes in 2012 (i.e., excluding those companies that have adopted triennial voting) will impact how institutional investors will approach their voting processes and decisions this year
  • The current trends in Director pay, including the likely impact of the Apple, Inc. shareholder proposal calling for Shareholders to have a “Say on Director Pay”, and whether this approach is likely to turn into the “next big thing?”

Pimm Fox, Bloomberg Television

Kenneth P. Kopelman, Partner, Kramer Levin Naftalis & Frankel LLP; Director, Liz Claiborne
Stephen L. Brown, Esq., Director, Corporate Governance, TIAA-CREF
Daniel H. Burch, Chairman & Chief Executive Officer, MacKenzie
Partners, Inc.
Steven E. Hall, Managing Director, Steven Hall & Partners



Thursday, March 15, 2012


Noon – 2:00 pm


NACD Members: $40
Non-Members: $75


Yale Club
50 Vanderbilt Avenue
New York, NY


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