Executive Compensation 2017:
Strategy, Design, and Implementation

Why You Should Attend

With the dramatic changes in Washington, how will executive compensation design and practice be affected and how do you advise your clients today?

The regulatory environment in Washington is signaling major financial reforms that will greatly impact the world of executive compensation. The repeal or modification of the Dodd-Frank Act, including many of the executive compensation provisions, is on the table. In the event that Dodd-Frank is fully or partially repealed, and SEC regulation on executive compensation is substantially reduced, shareholders, boards, and proxy advisory firms will demand that a set of replacement measures be implemented to sustain an environment of best practices.

Celebrating its 20th year, this course offers an extraordinary opportunity to engage our esteemed faculty on executive pay design and disclosure issues, and any newly enacted, repealed, or pending executive compensation-related regulations, all in a comprehensive learning experience that only ALI CLE can provide.

What You Will Learn

Join us in New York as our authoritative faculty of current and former key government, business, legal, and technical experts will discuss the most salient issues in executive compensation in 2017, including the future of the CEO pay ratio rule, how (and whether) the reconstituted SEC is likely to address the remaining pending executive compensation-related rules, and the prospects for future executive pay design and disclosure issues.

Hear a practical and up-to-the-minute analysis of today’s key regulatory issues and other problematic points, including:

Why it will be harder to get your stock plan approved

The latest word from the IRS and Treasury

Whether to keep or remove executive proxy provisions

Delaware corporate law for compensation specialists

What’s new with executive agreements?

Current issues on pay-for-performance

Late-breaking developments in executive compensation

Future of CEO pay ratio rule

Dodd-Frank, and other regulations under the new administration

Who Should Attend

The course is designed for in-house and outside legal counsel, executive compensation advisors, human resource professionals, experienced practitioners seeking to keep current with the rapid changes in executive compensation, and practitioners with some experience seeking an understanding of the key concepts in executive compensation practice.

Planning Chairs

(also on faculty)

Mark A. Borges, Compensia, Inc., San Francisco

Scott Spector, Fenwick & West LLP, Mountain View, California

Faculty

Yonat Assayag, ClearBridge Compensation Group LLC, New York

C. Alex Bahn, Hogan Lovells US LLP, Washington, D.C.

Rhonda Brauer, Office of New York City Comptroller, New York

Audry X. Casusol, Greenberg Traurig, New York

Susan J. Daley, Perkins Coie, Chicago

Renata Ferrari, Ropes & Gray, Boston

Edmond T. FitzGerald, Davis Polk & Wardwell, New York

Steven E. Hall, Managing Director, Steven Hall & Partners, LLC, New York

Andrew M. Johnston, Morris, Nichols Arshst & Tunnell LLP, Wilmington, Delaware

Arthur H. Kohn, Cleary Gottlieb Steen & Hamilton LLP, New York

Andrew C. Liazos, McDermott Will & Emery LLP, Boston

Robert J. Neis, Benefits Tax Counsel, Office of Tax Policy, U.S. Department of Treasury, Washington, D.C.

J. Mark Poerio, Paul Hastings, Washington, D.C.

John Roe, Managing Director, Institutional Shareholder Services, Inc., Washington, D.C.

Michael J. Segal, Wachtell, Lipton, Rosen & Katz, New York

Charmaine L. Slack, Jones Day, New York

Martha N. Steinman, Hogan Lovells US LLP, New York

Amy Wood, Cooley, San Diego

Joseph M. Yaffe, Skadden, Palo Alto, CA

ALI CLE Staff: Robert Rushton (rrushton@ali-cle.org)

Program Schedule

Thursday, June 8, 2017

7:45 a.m. Registration and Continental Breakfast

8:40 a.m. Administrative Remarks – ALI CLE Staff

Video Webcast Segment A

8:45 a.m. Overview of Executive Compensation and Director Compensation Practices and Trends — Mr. Hall

9:45 a.m. Hirings and Firings in 2016/2017 – What Was New/Old in Executive  Agreements? — Messrs. Segal and Yaffe

the impact of legislative and regulatory changes on executive employment agreements

addressing (or not) investor and shareholder advisory firm concerns with employment agreement provisions

executive employment agreement issues in M&A

difference between public and private company executive employment agreements

10:45 a.m. Networking and Refreshment Break

11:00 a.m. The “Big Deals” in 2016/2017: A Discussion of Five Big or Significant Transactions — Mr. Fitzgerald and Ms. Slack

12:00 noon Questions and Answers

12:15 p.m. Lunch Break (provided by ALI CLE)

Video Webcast Segment B

1:30 p.m. A Primer on Delaware Corporate Law for Compensation Specialists and the Latest Delaware Cases — Messrs. Liazos and Johnston

2:30 p.m. The Tax Law – What’s Coming for Executive Compensation with the New Administration and What are Continuing Executive Compensation Tax Issues Other than 409A — Mss. Daley and Ferrari

3:30 p.m. Networking and Refreshment Break

3:45 p.m. Employee Stock Plans 2017: Harder and Harder to Get Your Plan Approved — Mr. Roe and Mss. Brauer and Steinman

4:45 p.m. Questions and Answers

5:00 p.m. Adjournment for the Day

Friday, June 9, 2017

8:30 a.m. Continental Breakfast and Networking Session

Video Webcast Segment C

8:45 a.m. Late-Breaking Developments — Mr. Kohn

9:45 a.m. The 2017 Proxy Season: Disclosure in an Uncertain Environment of Transformative Rule Changes— Mr. Borges and Ms. Assayag

Say-on-Pay and Say-on-Frequency results from the 2017 proxy season

Preparing (or not) for CEO pay ratio disclosure

How the proxy advisory firms are filing the void in the current environment

10:45 a.m. Networking and Refreshment Break

11:00 a.m. The Latest Word From the IRS and Treasury — Messrs. Spector and Neis

 The status of 409A withholding regulations

New Tax legislation proposed or likely to be proposed affecting executive compensation

Revisiting open issue on Sections 162(m), 280G and 422

12:00 noon Questions and Answers

12:15 p.m. Lunch Break

Video Webcast Segment D

1:30 p.m. Dodd-Frank’s Executive Proxy Provisions – Should They Stay or Should They Go? — Messrs. Bahn and Poerio

2:30 p.m. The “Nine Lives” of Clawback Provisions – Mss. Wood and Casusol

3:30 p.m. Networking and Refreshment Break

3:45 p.m. “Pay-for- Performance” is Not Just Another Buzzword — Mr. Borges and Ms. Wood

How "pay-for-performance" is likely to change if the Dodd-Frank Act is revised or repealed

How companies are using a "pay-for-performance" analysis to support their Say-on-Pay proposal

Will ISS' decision to de-emphasize total shareholder return change how companies present their "pay-for-performance" correlation?

4:45 p.m. Questions and Answers

5:00 p.m. Adjournment

Total 60-minute hours of instruction: 13 credits, including 1 hour ethics

CPE credit hours for this course: 15.5 in: Business (group-live and group-internet based programs)

Suggested Prerequisite: Experience in practice in subject matter

Educational Objective: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner.

Level of Instruction: Advanced

Click Here for MCLE Credit Information

Times

Eastern

Mandatory CLE Credit

Virtually all ALI CLE programs receive credit in AK, AL, AZ, CA, CO, CT, DE, FL, HI, IA, IL, IN, KS, KY, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, PR, SC, TN, TX, UT, VA, VI, VT, WA, WI, WV and WY. Upon request, ALI CLE will apply for credit in ID, LA, and RI. For more information about CLE or CPE credit, email TeamMCLE@ali-cle.org or call 1-800-CLE-NEWS (253-6397).

On-demand Course

Some jurisdictions limit the number of credits via on-demand (distance learning). We advise that you check your jurisdictions' rules regarding possible restrictions for on-demand or distance learning credit.

Important Note: On-demand courses cannot be consumed for partial credit. You must participate in the course in its entirety, regardless of length, to receive a certificate and credit.

Webcast

Several jurisdictions limit the number of credits to be taken via webcasts. Please check with your state regulator for possible limits in your jurisdiction.

In Person

DVD

The DVD includes each course segment as a chaptered segment which can be played on your PC or DVD player.

The DVD comes with a free CD-ROM that includes the digital edition of the coursebook in searchable, bookmarked PDF format. Self-study credit may be available in various jurisdictions for DVD programs; it is recommended that participants check with their jurisdiction’s regulator regarding self-study credit acceptance and procedure.

Please use the product code AY019V if ordering over the phone or via fax.
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