February 27, 2014 NACD-NY Luncheon

NACD-NY Luncheon

February 7 2014

February 27, 2014
The Yale Club
New York, NY
SH&P Speaker: Steven Hall

The Heat is (Still) On: Executive Compensation and the Upcoming Proxy Season

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Although Say on Pay has now become a familiar (and for most, manageable) feature of the annual meeting landscape, companies should beware of being lulled into believing that the executive compensation dragon has been “defanged.”

In fact, executive compensation remains the focal hot-button issue for public-company Boards and shareholders around the world.  The latest Say on Pay iterations –  e.g., the UK’s shift from an advisory to mandatory vote, and the Australian “two strikes” approach – puts even more bite into the process.  The continuing evolution of Say on Pay is playing out against a background of numerous global initiatives challenging the compensation status quo, including Swiss referendums on pay policy, legislation limiting banker bonuses, the upcoming required CEO pay ratio disclosures, moves to rein in pay at not-for-profits, and a market-wide surge in activism.  Complacency on pay issues is not an option.

In thinking about how to best respond in this environment, forward-looking companies have started to pro-actively assess, adopt, and implement any number of emerging best-practices.  These include evaluating new and modified compensation vehicles, together with long- and short-term performance metrics that more closely incentivize achievement of strategic business goals and tie pay to performance; closely scrutinizing the proxy voting policies and patterns of their company’s largest shareholders, as well as of the proxy advisors and others who may influence those votes; providing better, and more user-friendly, disclosure – including realized and realizable pay data, and an executive summary – via the CD&A and otherwise; and engaging directly in ongoing dialog with various shareholder constituencies.

Kenneth P. Kopelman, Partner, Kramer Levin Naftalis & Frankel LLP; Director, Fifth & Pacific Companies

Sharyn Bilenker, Vice President, Corporate Affairs, Broadridge Financial Solutions
Jill Kanin-Lovers, Director & Human Resources & Compensation Committee, Heidrick & Struggles
Steven Hall, Managing Director, Steven Hall & Partners
Lopa Zielinski, Director of Corporate Governance and Senior Counsel, TIAA-CREF

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