2013 Executive Compensation Roundtable
June 26–27, 2013
The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened its Roundtable on Executive Compensation last Thursday, June 27. This event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, are set out below.
The first session of the Roundtable on Executive Compensation focused on issues relating to engagement between issuers and shareholders regarding pay arrangements. Among the issues discussed were issuer disclosure of pay arrangements, review by proxy advisors, and communications between issuers and investors.
The second session of the Roundtable on Executive Compensation focused on the terms of pay arrangements. Among the issues discussed were pay levels, the use of peer group data in determining pay levels, how pay should be measured and assessed, and the link between pay and long-term performance.
Agenda
June 26, 2013
Harvard Club of New York City, 35 West 44th Street
7:00 pm | Reception and Dinner (Optional) |
June 27, 2013
Harvard Club of New York City, 35 West 44th Street
8:15–9:00 am | Registration and Breakfast |
9:00–10:40 am | First Session |
Agenda for first session: pay-setting processes and engagement with shareholders
This session will focus on issues relating to the process of determining executive compensation, including internal pay-setting processes, compensation committees, disclosure concerning pay, review by proxy advisors, engagement with shareholders and say-on-pay votes. |
|
10:40–11:00 am | Coffee Break |
11:00–12:40 pm | Second Session |
Agenda for second session: terms of pay arrangements
This session will focus on the terms of pay arrangements, including pay levels, pay composition, and pay structures. Illustrative issues that may be considered include how the terms of pay arrangements would be best assessed and which components of pay arrangements are most in need of reform. |
|
12:40–2:00 pm | Lunch Reception |
Background Materials
First session: Pay-setting processes and engagement with shareholders
This session will focus on issues relating to the process of determining executive compensation, including internal pay-setting processes, compensation committees, disclosure concerning pay, review by proxy advisors, engagement with shareholders and say-on-pay votes.
Compensation committees
- Independence Rules for Compensation Committees and Advisers, Davis Polk & Wardwell
- Compensation Committees and Adviser Independence under Dodd-Frank, Cleary Gottlieb Steen & Hamilton
- Six Compensation Committee Chair Attributes, Pearl Meyer & Partners
- SEC Issues SOX 402 Guidance, Baker & Hostetler
Disclosure concerning pay
- Discussion Draft: Overview of Issues, Proposed Definitions, and a Conceptual Framework, The Conference Board
- CFA Institute Compensation Discussion and Analysis Template, CFA Institute
- 2013 Compensation & Governance Outlook Report, Equilar
- Planning for the 2013 Annual Meeting and Reporting Season, Skadden, Arps, Slate, Meagher & Flom
Review by proxy advisors
- Executive Compensation 2012 Year in Review and Implications, Frederick W. Cook & Co.
- The Economic Consequences of Proxy Advisor Say-on-Pay Voting Policies, David Larcker, Allan L. McCall, and Gaizka Ormazabal
- Shareholder Votes and Proxy Advisors: Evidence from Say on Pay, Yonca Ertimur, Fabrizio Ferri, and David Oesch
Engagement with shareholders and say-on-pay votes
- Institutional Shareholders and Their “Oversight” of Executive Compensation, Bachelder Law Firm
- Emerging Say-on-Pay Trends and Litigation Developments, Skadden, Arps, Slate, Meagher & Flom
- “Say on Pay” in the 2012 Proxy Season, Wachtell, Lipton, Rosen & Katz
- 2013 Insights: Governance, Skadden, Arps, Slate, Meagher & Flom
Second session: Terms of pay arrangements
This session will focus on the terms of pay arrangements, including pay levels, pay composition, and pay structures. Illustrative issues that may be considered include how the terms of pay arrangements would be best assessed and which components of pay arrangements are most in need of reform.
Pay for performance
- Achieving Pay for Performance, The Conference Board
- The 2013 Compensation Committee Agenda: Go Beyond, Pearl Meyer & Partners
- Assigning Value to Long-Term Incentive Pay, McCarter & English
- How to Create a Unique Executive Compensation Program, Pearl Meyer & Partners
- Paying for Long-Term Performance, Lucian Bebchuk and Jesse Fried
Levels of pay
- Executive Superstars, Peer Groups and Over-Compensation, Charles Elson and Craig K. Ferrere
- The Dynamics of Compensation Peer Benchmarking, Michael Faulkender and Jun Yang
- (Why) Are US CEOs Paid More?, Nuno Fernandes, Miguel Ferreira, Pedro Matos and Kevin Murphy
Golden parachutes and severance
- For Whom Golden Parachutes Shine, Lucian Bebchuk
Background on global developments
- European Compensation Developments: Financial Institutions and Beyond, Davis Polk & Wardwell
- EU Reaches Deal on Proposed Ratio Cap on Bank Bonuses, Shearman & Sterling
- U.K. Announces Proposals Intended to Curb Executive Compensation, Davis Polk & Wardwell