4th Annual Executive Compensation Conference
“Meeting the New Standards” What Every Director (and Advisor)
Needs To Know – and Do – Now!
October 11, 2007

How to Watch the Archived Webcast: Watch the Archived Conference by clicking a link above that matches the type of player installed on your computer (ie. Windows Media Player or RealPlayer) and the speed of the connection that you have. The links to the archived video will be next to each panel's title below.

Speaker Materials:

• SEC Staff Executive Compensation Report (10/9/07)
• Sept-Oct 2006 Special Supplement of The Corporate Counsel
• Fall 2007 Issue of Compensation Standards
• Talking Points from 3rd Annual - What You Should Be Telling Your Board and Compensation Committee Now
  -Fred Cook, Frederic W. Cook & Co and John Olson, Gibson Dunn & Crutcher
• Talking Points from 2nd Annual - What Compensation Committees (and Consultants and Counsel) Should Now Be Doing
  -Fred Cook, Frederic W. Cook & Co and John Olson, Gibson Dunn & Crutcher

Related Materials:

• Text of Fred Cook's Talk to Directors at Stanford's Directors College
  -Fred Cook, Frederic W. Cook & Co.
• Reference Paper A: "How Use - and Misuse - of Executive Compensation Surveys Leads to Upward Escalation of CEO Compensation"
  -Fred Cook, Frederic W. Cook & Co.
• Reference Paper B: "A Different Approach to Stock Option Grants - Stock Option/Pay Multiple Formula"
  -Fred Cook, Frederic W. Cook & Co.
• Suggested Guidelines for the Selection and Use of an Independent Compensation Consultant by Board Compensation Committees
  -Fred Cook, Frederic W. Cook & Co.
• Designated Role of Independent Consultant to Board Compensation Committee
  -Fred Cook, Frederic W. Cook & Co.
• Procedures for Providing Full Service to Board Compensation Committee
  -Fred Cook, Frederic W. Cook & Co.
• Possible Roles of Independent Advisor to the Board Compensation Committee
  -Fred Cook, Frederic W. Cook & Co.
• Internal Support for the Board Compensation Committee
  -Fred Cook, Frederic W. Cook & Co.
• Key Questions that Compensation Committees Should Be Asking
• Determining How Much Pay Is Appropriate Practice Area

Speaker Materials:

• Effective Peer Group Selection - Rule of Thumb
  -Don Delves, The Delves Group
• Compensation Survey and Peer Group Data Integrity & Analysis Problems
  -Mark Van Clieaf, MVS Associates and Steve Hennigan, CPS Energy
• Talking Points: Strategic & Defensible Executive Pay
  -Mark Van Clieaf, MVC Associates International
• Pay Equity Multipliers: The Magic Bullet?
  -Mark Van Clieaf, MVC Associates International
• Talking Points - 5 Levels of CEO Accountability & Pay for Performance That Can’t be Gamed!
  -Mark Van Clieaf, MVC Associates International
• The New DNA of Corporate Governance: Strategic Pay for Future Value
  -Mark Van Clieaf, MVC Associates International
• Executive Accountability and Defensible Executive Pay
  -Mark Van Clieaf, MVC Associates International
• Glaring Problems with Survey Data
  -Mark Van Clieaf, MVC Associates International
• Sample Analyses for Compensation Committees
  -Don Delves, The Delves Group
• How Much Pay For How Much Performance?
  -Don Delves, The Delves Group
• Comparison of CEO Equity Grants (1988 v. 2003)
  -Don Delves, The Delves Group

Related Materials:

• The Problem with Surveys
  -Fred Cook, Frederic W. Cook & Co.
• How Did Stock Options Come to Dominate Executive Compensation?
  -Fred Cook, Frederic W. Cook & Co.
• Talking Points - Sins of Performance Measurement and Board Oversight
  -Diane Doubleday, Mercer Consulting and Don Delves, The Delves Group
• Talking Points - Back to Basic Pay-for-Performance
  -George Paulin, Frederic W. Cook & Co.
• Talking Points - Incentive Plan Sandbagging
  -Mike Kesner, Deloitte Consulting
• Reconciliation of Performance Data for Incentive Purposes to GAAP Financials
  -Fred Cook, Frederic W. Cook & Co.
• Tackling the Challenge of Aligning Pay with Performance
  -Diane Doubleday, Mercer Human Resource Consulting
• The Growth of Executive Pay
  -Professors Lucian Bebchuk and Yaniv Grinstein
• Putting Executive Pensions on the Radar Screen
  -Professors Lucian Bebchuk and Robert Jackson
• Pay Without Performance: The Unfulfilled Promise of Executive Compensation - "Chapter 15" and "Chapter 16"
  -Professors Lucian Bebchuk and Jesse Fried
• Pay Without Performance: Overview of the Issues
  -Professors Lucian Bebchuk and Jesse Fried
• Best Pay-for-Performance Practices
  -Don Delves, The Delves Group
• Talking Points - Paying for Performance
  -Professor Lucian Bebchuk, Harvard Law School's Program on Corporate Governance
• "Necessary Actions": Special Supplement to Sept-Oct 2006 Issue of The Corporate Counsel
• Benchmarking and Survey Use Practice Area

Speaker Materials:

• Alternatives for Establishing Executive Compensation Levels
  -Mike Kesner, Deloitte Consulting
• CEO & Enterprise Internal Pay Equity Multiplier & Optimal Management Structure Analysis
  -Mark Van Clieaf, MVS Associates and Steve Hennigan, CPS Energy
• Levels of Work and Internal Pay Equity
  -Mark Van Clieaf, MVC Associates International
• Spring 2007 issue of Compensation Standards (includes discussion of how to implement internal pay equity)
• Sept-Oct 2007 issue of The Corporate Executive (includes discussion of how the SEC Staff is issuing comments on internal pay equity)
   

Related Materials:

• CEO Pay Ratios
  -Fred Cook, Frederic W. Cook & Co.
• Talking Points: Why - and How to - Implement Internal Pay Equity?
  -Fred Cook, Frederic W. Cook & Co. and Blair Jones, Semler Brossy Consulting Group
• Talking Points - Why-and How to- Implement Internal Pay Equity?
  -Fred Cook, Frederic W. Cook & Co.
• Internal Pay Equity
  -Fred Cook, Frederic W. Cook & Co.
• Talking Points - Internal Pay Equity: Conducting a Historical Internal Equity Audit
  -Blair Jones, Semler Brossy Consulting Group
• Illustrative Historical Pay Equity Spreadsheet - (Excel file)
  -Blair Jones, Semler Brossy Consulting Group
• Why Companies Need To Track Internal Pay Equity Within Their Own Companies
  -Myrna Hellerman, Sibson Consulting, and Blair Jones, Semler Brossy Consulting Group
• Excerpt from Fred Cook's Talk to Directors at Stanford's Directors College
  -Fred Cook, Frederic W. Cook & Co.
• Transcript of former DuPont CEO's Edgar Woolard's remarks


• Internal Pay "Raw Facts Rewards" Worksheet
  -Myrna Hellerman, Sibson Consulting
• Internal Pay Equity: The Basic Benchmark
  -Excerpt from the September-October 2005 issue of The Corporate Counsel
• Response to Outside Influences through Inside Analysis and Actions - the Internal Pay Audit
  -Myrna Hellerman, Sibson Consulting
• Updated Executive Compensation Policy - Tally Sheets and Internal Equity Checks
  -Council of Institutional Investors
• Internal Pay Equity Methodologies Practice Area

Speaker Materials:

• Talking Points: Tally Sheets
  -Mike Kesner, Deloitte Consulting & Blair Jones, Semler Brossy
• How to Devise and Utilize the Appropriate Tally Sheets
  -Mike Kesner, Deloitte Consulting
• Talking Points from 3rd Annual - Tally Sheets; Sample Termination Scenario Tally Sheet (Excel file)
  -Mike Kesner, Deloitte Consulting
• Talking Points from 2nd Annual - Tally Sheets
  -Mike Kesner, Deloitte Consulting
• Sample Tally Sheet - Summary - PDF version and Excel version
  -Mike Kesner, Deloitte Consulting
• Sample Tally Sheet - Total Compensation - PDF version and Excel version
  -Mike Kesner, Deloitte Consulting
• Sample Tally Sheet - Termination Payments - PDF version and Excel version
  -Mike Kesner, Deloitte Consulting
• Sample Tally Sheet - Projected Value - PDF version and Excel version
  -Mike Kesner, Deloitte Consulting

Other Sample Tally Sheets:

• Sample Tally Sheet (tailor this tally sheet to accommodate the specifics of your company's programs and the intended use/focus of the analysis)
  -Pearl Meyer & Partners
• Towers Perrin's Tally Sheet
  -John England, Towers Perrin
• Tally Sheets - the Accumulated Wealth Addendum
  -Doug Friske, Towers Perrin
• Implementing Tally Sheets for Compensation Committees
  -Myrna Hellerman, Sibson Consulting, and Blair Jones, Semler Brossy Consulting Group
• Top Executives' Total Compensation
  - Fred Cook (4/5/05) (includes sample tally sheet)
• Sample Tally Sheet - PDF version and Excel version
  -from a Public Company (5/05)
• Example of an Accumulated Gains and Carried Interest Table
  -Don Delves, The Delves Group
• An Equity Sensitivity Analysis Table
  -Don Delves, The Delves Group
• Sample Tally Sheet
  -Pearl Meyer, Steven Hall & Partners
   

Related Materials:

• Tally Sheet Evolution: Moving from Data Display to Decision-Making
  -Joe Rich, Pearl Meyer & Partners
• Tally Sheets Will Evolve
  -Joe Rich, Pearl Meyers & Partners
• Implementing Tally Sheets - Accumulated Wealth and Other Views
  -Doug Friske, Towers Perrin
• A Simple Approach to Understanding How Components of CEO Pay Fit Together
  -Richard Wagner, Strategic Compensation Research Associates (SCRA)
• A Sample Tally Sheet - And Analysis of How to Use It
  -Richard Wagner, Strategic Compensation Research Associates (SCRA)
• Tallying Top Executives' Total Compensation
  -Fred Cook, Frederic Cook & Co.
• Key Tally Sheet Questions that Compensation Committees Should Be Asking
  -Anonymous Task Force Member
• The Need for An Improved Public Disclosure Philosophy
  -Richard Wagner, Strategic Compensation Research Associates (SCRA)
• Updated Executive Compensation Policy - Tally Sheets and Internal Equity Checks
  -Council of Institutional Investors
• Tallying Up Total Compensation Practice Area

Speaker Materials:

• Talking Points: How to Implement a Wealth Accumulation Analysis: What to Do with Your Findings
  -Miles Meyer, Kellogg Co. & Eric Marquardt, Towers Perrin
• Kellogg’s Twenty Year History of CEO Compensation Compared to NEO Compensation: 1986 through 2006
  -Miles Meyer, Kellogg Co.
• Fall 2007 Issue of Compensation Standards (includes discussion of how the SEC Staff's comments address wealth accumulation)
   

Related Materials:

• Talking Points: Accumulated Wealth Analysis
  -Doug Friske, Towers Perrin
• Talking Points: How to Create and Implement a Wealth Accumulation Table
  -Mike Halloran, Mercer Human Resources Consulting
• Talking Points: Accumulated Wealth Analysis
  -Doug Friske, Towers Perrin
• Example of an Accumulated Gains and Carried Interest Table
  -Don Delves, The Delves Group
• An Equity Sensitivity Analysis Table
  -Don Delves, The Delves Group
• Text of Fred Cook's Talk to Directors at Stanford's Directors College
  -Fred Cook, Frederic W. Cook & Co.
• Reference Paper A: "How Use - and Misuse - of Executive Compensation Surveys Leads to Upward Escalation of CEO Compensation"
  -Fred Cook, Frederic W. Cook & Co.
• Reference Paper B: "A Different Approach to Stock Option Grants - Stock Option/Pay Multiple Formula"
  -Fred Cook, Frederic W. Cook & Co.
• Wealth Accumulation Analysis Practice Area

Speaker Materials:

• Straight Talk
  -Pearl Meyer, Steven Hall & Partners
• Talking Points for 4th Annual - Practical Advice on Executive Compensation in a Difficult Environment
  -George Paulin, Frederic W. Cook & Co.
• Talking Points from 3rd Annual - Back to Basic Pay-for-Performance
  -George Paulin, Frederic W. Cook & Co.
• Talking Points from 2nd Annual - Restricted Stock
  -George Paulin, Frederic W. Cook & Co.
• Talking Points from 2nd Annual - Executive Severance
  -George Paulin, Frederic W. Cook & Co.
• Targeted Long-Term Incentive Levels
  -Ira Kay, Watson Wyatt & Co.
• CD&A Scorecard
  -Ira Kay, Watson Wyatt & Co.
• A Reasonable Approach to Severance and Change-in-Control Payments
  -Ira Kay, Watson Wyatt & Co.
• Talking Points for 4th Annual - Some Observations from the Playing Field…
  -Brian Foley, Managing Director, Brian Foley & Company, Inc.
• Fall 2007 Issue of Compensation Standards

 

Related Materials:

• Talking Points from 3rd Annual - Executive Pay Concerns
  -Doug Friske, Towers Perrin
• Talking Points from 3rd Annual - What You Need to Do Now
  -Mike Kesner, Deloitte Consulting
• Talking Points from 3rd Annual - What You Need to Do Now
  -Pearl Meyer, Steven Hall & Partners
• Talking Points from 2nd Annual - Executive Pay Concerns
  -Doug Friske, Towers Perrin
• Talking Points from 2nd Annual - Changes in Pay Practices
  -Pearl Meyer, Steven Hall & Partners
• Talking Points from 2nd Annual - SERPs and Surveys
  -Mike Halloran, Mercer Consulting
• Talking Points from 2nd Annual - Accumulated Wealth
  -Doug Friske, Towers Perrin
• Executive Severance Practices
  -Michael Powers, Hewitt Associates
• Demystifying SERPs
  -Diane Doubleday, Mercer Human Resources Consulting
• The Hidden Costs of SERPs & Deferred Compensation Arrangements - And What to Do About It!
  -Diane Doubleday, Mercer Human Resources Consulting
• Talking Points from 3rd Annual - SERPs
  -Mike Kesner, Deloitte Consulting
• Agreements and Surveys
  -Tim Sparks, Compensia
• Talking Points from 3rd Annual - Incentive Plan Sandbagging
  -Mike Kesner, Deloitte Consulting
• Talking Points from 3rd Annual - Severance Payments
  -Mike Kesner, Deloitte Consulting
• Restricted Stock
  -George Paulin, Frederic W. Cook & Co.
• Companies With "Hold 'Til Retirement" Guidelines
  -Robbi Fox, Hewitt Associates
• Compensation Surveys Are Biased
  -Fred Cook, Frederic W. Cook & Co.
• Tallying Top Executives' Total Compensation
  -Fred Cook, Frederic W. Cook & Co.
• An Example of a Board Chairman's Revelation About Peer Groups
  -Mark Van Clieaf, MVC Associates International
• Talking Points from 1st Annual - How To Determine How Much Is Appropriate Total Compensation For The CEO - And How To Determine How Much Is Too Much
• Sampling of Current Compensation Committee Questions Relating to Executive Pay Levels & Pay for Performance
  -Claude Johnston and Jannice Koors, Pearl Meyers & Partners
• What is the Appropriate Amount of Compensation for CEOs Practice Area
• Step Eight: Surveys, Benchmarking and Peer Groups - Misleading the Compensation Committee (and Shareholders) - from Sept-Oct 2004 issue of The Corporate Counsel
• Reference Paper A: "How Use - and Misuse - of Executive Compensation Surveys Leads to Upward Escalation of CEO Compensation"
  -Fred Cook, Frederic W. Cook & Co.
• Reference Paper B: "A Different Approach to Stock Option Grants - Stock Option/Pay Multiple Formula"
  -Fred Cook, Frederic W. Cook & Co.
• Surveys and Benchmarking-What is Wrong Practice Area
• Perks Practice Area
• Section 162(m) Compliance Practice Area
• Caps on Pay Elements & Total Compensation Practice Area
• Hold Until Retirement Provisions Practice Area

Speaker Materials:

• Clawback Provisions: Decision Points
  -Doug Stewart, Intel Corp.
• Intel's Clawback Provisions
• Clawback Policy Meeting: Items for Discussion
  -Jane Zeis, McDonald’s Corp.
• Talking Points: Clawbacks
  -Jane Zeis, McDonald’s Corp.
• McDonald's Clawback Provision
• Talking Points from 4th Annual - What to Do About Reviewing Outstanding CEO Pay Packages and Agreements
  -Mike Melbinger, Winston & Strawn
• Talking Points from 3rd Annual - What to Do About Reviewing Outstanding CEO Pay Packages and Agreements
  -Mike Melbinger, Winston & Strawn and Tim Sparks, Compensia
• Talking Points from 2nd Annual - What to Do About Reviewing Outstanding CEO Pay Packages and Agreements
  -Mike Melbinger, Winston & Strawn and Tim Sparks, Compensia
• Talking Points from 1st Annual - What to Do About Reviewing Outstanding CEO Pay Packages and Agreements
  -Mike Melbinger, Winston & Strawn and Tim Sparks, Compensia
• Twenty Pointers: How to Fix Outstanding CEO Pay Packages and Agreements
  -Mike Melbinger, Winston & Strawn
   

Related Materials:

• Model Stock Option Forfeiture Provision - and Analysis
  -Excerpted from Nov-Dec 1995 issue of The Corporate Executive
• Severance Arrangements Practice Area
• Caps on Pay Elements & Total Compensation Practice Area
• Change in Control Agreements Practice Area
• Deferred Compensation Arrangements Practice Area
• Employment Agreements Practice Area
• Hold Until Retirement Provisions Practice Area
• Indemnification & Insurance Practice Area
• Clawback Provisions Practice Area
• Step Nine: Directors Must Take Charge and Reassess, Modify and Even Roll Back, Years of Built-In Excesses
  -from Sept-Oct 2004 issue of The Corporate Counsel

Speaker Materials:

• Talking Points: “Full Walk Away Value”
  -Mike Kesner, Deloitte Consulting
• Talking Points - Incentive Plan Sandbagging
  -Mike Kesner, Deloitte Consulting
• Talking Points - Severance Payments
  -Mike Kesner, Deloitte Consulting
• Talking Points - SERPs
  -Mike Kesner, Deloitte Consulting
• A Reasonable Approach to Severance and Change-in-Control Payments
  -Ira Kay, Watson Wyatt Worldwide
• Full "Walk-Away" Values at Termination and Change in Control
  -Ira Kay, Watson Wyatt Worldwide
• Five Recommendations for 2007
  -Ira Kay, Watson Wyatt Worldwide
   

Related Materials:

• Summer 2007 Issue of Compensation Standards (includes discussion of severance and change-in-control payments as a "whole new ballgame")
• Executive Severance Practices
  -Michael Powers, Hewitt Associates
• Demystifying SERPs
  -Diane Doubleday, Mercer Human Resources Consulting
• The Hidden Costs of SERPs & Deferred Compensation Arrangements - And What to Do About It!
  -Diane Doubleday, Mercer Human Resources Consulting
• Agreements and Surveys
  -Tim Sparks, Compensia
• SERPs-Still A Four Letter Word - from Sept-Oct 2005 issue of The Corporate Counsel
• Severance and Termination Payouts - Directors Need to Focus on "Need - from Sept-Oct 2005 issue of The Corporate Counsel
• SERPs and Other Retirement Benefits Practice Area
• Severance Arrangements Practice Area

Speaker Materials:

• Spring 2007 Issue of Compensation Standards (includes discussion of how to negotiate removal of gross-ups)
• Tax Gross-Ups Practice Area
• Sept-Oct 2007 issue of The Corporate Counsel

Speaker Materials:

• The Art & Science of Perquisites
  -Brink Dickerson, Troutman Sanders
• Incremental Cost of Airplane Usage
  -Brink Dickerson, Troutman Sanders

Related Materials:

• Personal Use of the Corporate Jet
  -Paul Hodgson, The Corporate Library
• Deductions for Entertainment Use of Business Aircraft
  -IRS
• Airplane Use Practice Area
• Excerpts from Recent Issues of The Corporate Counsel Dealing with Airplane Use