Special Session: "Tackling Your Pay Vs. Performance Disclosures"

Thursday, November 10, 2022

1:00 - 4:00pm, eastern [archive and transcript to follow]

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The SEC has adopted its final pay versus performance disclosure requirements - one of the most significant disclosure changes to executive compensation in the past decade. The new disclosures will ratchet up scrutiny of executive compensation, as well as director decisions and responsiveness - and they're required in 2023 proxy statements. Join us for a special half-day event to get practical, step-by-step guidance on how to comply with new mandate - and what it will mean for your shareholder engagements, voting outcomes, and executive pay programs.

If you need assistance, email us at info@ccrcorp.com - or call us at 800.737.1271.

Agenda and Schedule

(Times are Eastern - but all panels are archived & available on demand)

  1. 1:00 - 2:00pm: Tackling Your Pay Vs. Performance Disclosures: Navigating Interpretive Issues
  2. 2:00 - 3:00pm: Tackling Your Pay vs. Performance Disclosures: Big Picture Impact
  3. 3:00 - 4:00pm: Tackling Your Pay vs. Performance Disclosures: Key Learnings From Our Sample Disclosures

Tackling Your Pay Vs. Performance Disclosures: Navigating Interpretive Issues

Tune in to this session to advance your understanding of the SEC's final rule - including practical guidance on interpretive questions that are coming to light as practitioners put pen to paper. Hear from these experts:

  • Sonia Barros, Sidley
  • Mark Borges, Compensia and CompensationStandards.com
  • Meredith Cross, WilmerHale
  • Mark Kronforst, EY
  • Dave Lynn, Morrison Foerster and TheCorporateCounsel.net

This session will cover:

  • Overview of Pay Vs. Performance Disclosure Requirements
  • Important Interpretive Issues - And How to Handle
  • Accounting Implications
  • Practice Pointers

Tackling Your Pay vs. Performance Disclosures: Big Picture Impact

Investors and proxy advisors have spent years developing pay-for-performance models to evaluate say-on-pay resolutions. Will the new disclosure mandate affect that analysis? Will it change expectations for engagements? Join this session for tips on how to approach your engagements and disclosures with an eye towards positive voting outcomes for say-on-pay and compensation committee elections. Hear from these experts:

  • Jun Frank, ISS Corporate Solutions
  • Dave Lynn, Morrison Foerster and TheCorporateCounsel.net
  • Rob Main, Sustainable Governance Partners

This session will cover:

  • Putting "pay versus performance" in context
  • Impact on say-on-pay and responsiveness models: early predictions
  • How companies can prepare pay vs. performance disclosures with an eye towards minimizing questions and risks
  • Longer term impacts on compensation programs & disclosures
  • Recommendations for shareholder engagements

Tackling Your Pay vs. Performance Disclosures: Key Learnings From Our Sample

Prepare to tackle your 2023 pay versus performance table and narratives by walking through our sample annotated disclosures and hearing "lessons learned." This session will guide you through the processes that you need, and help you put pen to paper, as you embark on your 2023 proxy statement. Hear from these experts:

  • Mark Borges, Compensia and CompensationStandards.com
  • Liz Gartland, Fenwick & West
  • Dave Lynn, Morrison Foerster and TheCorporateCounsel.net
  • Ron Mueller, Gibson Dunn

This session will cover:

  • Tabular Disclosure
  • "Clear descriptions" of relationships
  • List of most important performance measures
  • Lessons Learned
  • Key process recommendations

Continuing Legal Education: We are not offering CLE credit for this special session.

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For more information, contact info@compensationstandards.com or call 925.685.5111.
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