Executive Compensation 2018:
Strategy, Design, and Implementation

Why You Should Attend

For over 20 years, Executive Compensation has delivered invaluable guidance on executive pay design and incentive programs to meet the expanding regulations imposed on public and privately-held companies and the increasing disclosure demands of investors and stakeholders.

This year’s program will address the broad changes caused by tax reform, including significant revisions to the tax code that may dramatically alter the tax treatment of executive and equity compensation. The faculty will also tackle the timely topic of #MeToo as it impacts aspects of executive compensation.  As always, the course will provide practical advice for proxy season, including designing an effective proxy statement and getting your stock plan approved.

What You Will Learn

Don’t miss this year’s guidance!  Explore the biggest issues in executive and director compensation at this annual advanced program. Join our authoritative faculty of current and former key government, business, legal, and technical experts as they examine the most salient executive compensation issues in 2018.

 Topics include the latest updates on:

Impact of tax reform on the design of total compensation packages for executives

Significant alterations to IRS Section 162(m)

New Section 83(i)

Clawback of executive compensation in the #MeToo era

Equity plan design and the approval process

The 2018 proxy season update

Executive and director compensation trends

M&A compensation trends

The latest word from the IRS and Treasury

Negotiating executive compensation arrangements

Evaluating the initial CEO pay ratio disclosures

And much more!

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.

Tuition for this Live Course is $1,799.00.

Tuition for this Video Webcast is $1,499.00.

Tuition for the webcast includes a set of electronic course materials and access to the webcast.

This course is available in individual webcast segments

Click here for more information and to register for webcast segments.

Planning Chairs

Mark Borges, Compensia, Inc, San Francisco, California

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

Faculty

Michael J. Albano,  Cleary Gottlieb Steen & Hamilton LLP, New York

Gerald Audant, Fenwick & West LLP, San Francisco

Juliano Banuelos, Orrick, Herrington & Sutcliffe LLP, San Francisco

Kristine Bhalla, ClearBridge Compensation Group, New York

Amy Bilbija, Managing Director, Strategic Governance Advisors, New York

Kathleen M. Emberger, Cleary Gottlieb Steen & Hamilton LLP, New York

Renata J. Ferrari, Ropes & Gray, Boston

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

Maia R. Gez, Gibson, Dunn & Crutcher LLP, New York

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

Daniel L. Hogans, Groom Law Group, Washington, D.C.

Andrew M. Johnston, Morris, Nichols, Arsht &.Tunnell LLP, Wilmington, DE

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

Wendy Moore, Jones Day, Palo Alto, CA

John Roe, Head of ISS Analytics, Institutional Shareholder Services, Inc., Washington, D.C.

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

John L. Utz, Utz & Lattan, LLC, Overland Park, KS

Amy M. Wood, Cooley, San Diego

Joseph M. Yaffe, Skadden, Palo Alto, CA

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

Program Schedule

Thursday, June 14, 2018

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. The New Tax Law – The Latest Reincarnation (or Demise) of Section 162(m) Planning — Messrs. Hogans and Yaffe

10:45 a.m. Networking and Refreshment Break

11:00 a.m. The “Big Deals” in 2017/2018: M&A Compensation Trends: Navigating Tax Reform, the Digital Economy and Globalization — Mr. Fitzgerald and Ms. Moore

12:00 noon Questions and Answers

12:15 p.m. Lunch Break

Video Webcast Segment B

1:30 p.m. Director Compensation Litigation and other Delaware Compensation Concerns — Messrs. Liazos and Johnston

2:30 p.m. The New Tax Law – Section 83(i): Will It Live Up to Its Billing?
 — Messrs. Audant and Banuelos

3:30 p.m. Networking and Refreshment Break

3:45 p.m. #MeToo, Employment Agreements, and the Clawback of Executive Compensation — Ms. Ferrari and Mr. Utz

4:45 p.m. Questions and Answers

5:00 p.m. Adjournment for the Day

Friday, June 15, 2018

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

Video Webcast Segment C

8:45 a.m. Late-Breaking Developments in Compensation Design and Regulation — Mr. Albano

9:45 a.m. The 2018 Proxy Season: Disclosure in a Shifting Environment of Transformative Rule Changes— Mr. Borges and Ms. Bhalla

10:45 a.m. Networking and Refreshment Break

11:00 a.m. Employee Stock Plans 2018: The Plan Approval Saga Continues — Mr. Roe and Ms. Steinman

12:00 noon Questions and Answers

12:15 p.m. Lunch Break

Video Webcast Segment D

1:30 p.m. Pay Ratio Disclosures, One Year In - Was It Easier than Expected — Mr. Borges and Ms. Wood

2:30 p.m. The Ever-Expanding Scope of Clawback — Mss. Emberger and Gez

3:30 p.m. Networking and Refreshment Break

3:45 p.m. Designing an Effective Proxy Statement — Ms. Bilbija and Mr. Borges

4:45 p.m. Questions and Answers

5:00 p.m. Adjournment

Total 60-minute hours of instruction: 13.0 credit, including 1.0 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

Course Location and Hotel Accommodations

A limited block of rooms has been reserved at Sofitel New York. Room rate: $359 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until May 14, 2018, at which time they will be released to the general public. Registrants must make their own hotel reservations and indicate that they are attending the ALI CLE program to qualify for rooms in the block.

Room reservations may be made by calling Sofitel New York, 45 W 44th St, New York, NY 10036; (212) 354-8844 and referencing American Law Institute CLE Executive Comp. Confirmations will be sent by the hotel. Please read the cancellation policy carefully.

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).

In Person

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.

MP3 CD-ROM

The Audio MP3 CD-ROM includes each course segment as a separate mp3 file which can be played on your PC, portable music device or if your car has a MP3-compatible CD-ROM player, in your car.

Also included on the CD-ROM is the digital edition of the coursebook in searchable, bookmarked PDF format. You will need to have Adobe Reader installed on your computer to view this file. To download Adobe PDF reader, visit Adobe.com.

Please use the product code AZ019 if ordering over the phone or via fax.
PDF Order Form