2014 Roundtable on Executive Compensation
November 6–7, 2014
In addition to Pearl Meyer & Partners, the Harvard Roundtable on Executive Compensation is grateful for the co-sponsorship of CFA Institute, Chevron Corporation, Coca-Cola, CVS Health, Deloitte, E. I. du Pont de Nemours and Company, Eli Lilly, EMC Corporation, Fenwick & West, Innisfree M&A Inc, Lockheed Martin, Monsanto, PepsiCo, Phillips 66, Society of Corporate Secretaries and Governance Professionals, State Street Corporation, Time Warner, and Ventas. The Harvard Roundtable on Executive Compensation is also grateful for the support of the members of the Program on Corporate Governance Advisory Board, the Harvard Institutional Investors Forum Advisory Council, and the Corporate Governance Forum Advisory Council.
The Program on Corporate Governance wishes to thank its supporting organizations: Cleary Gottlieb, Compass Lexecon, Cooley, Corporation Service Company, Cornerstone Research, Davis Polk, Debevoise & Plimpton, Gibson Dunn, Latham & Watkins, Mayer Brown, Pearl Meyer, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher, Skadden, and White & Case.
The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: AFL-CIO, BlackRock, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Canada Pension Plan Investment Board, Cevian Capital, Colorado Public Employees’ Retirement Association, CtW Investment Group, Dimensional Fund Advisors, Fidelity, Florida State Board of Administration, Generation Investment Management, Halcyon, JANA Partners, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State, Ontario Teachers’ Pension Plan, State Street, UAW Retirement Medical Benefits Trust, Universities Superannuation Scheme, and Vanguard.
Agenda
November 5, 2014
Loeb House, 17 Quincy Street
6:45–7:30 pm | Reception |
7:30 pm | Dinner |
November 6, 2014
Wasserstein Hall, 1585 Massachusetts Avenue, Milstein East
8:15–9:00 am | Registration and continental breakfast |
9:00–10:25 am | First morning session |
10:25–10:50 am | Coffee Break |
10:50–12:15 pm | Second morning session |
12:15–1:10 pm | Buffet lunch |
1:10–1:35 pm | Coffee and dessert |
1:35–3:00 pm | Afternoon session |
3:00–4:00 pm | Closing reception |
Roundtable Discussion Topics
The Roundtable sessions will focus both on the process for determining executive compensation, and on substantive pay arrangements. Depending on the interest of participants, the Roundtable discussion on issues relating to the process of determining executive compensation may include discussion of internal pay-setting processes, engagement between issuers and investors, the work of proxy advisors and their interaction with investors and issuers, say-on-pay votes, and compensation disclosure issues, such as pay-ratio disclosure and pay-for-performance disclosure. The Roundtable will then move to a discussion of the substantive terms of compensation arrangements, including compensation levels, composition, and structures. Illustrative issues that may be considered include the choice of peer groups, the composition of long-term and short-term incentive pay, contractual provisions such as claw-backs and golden parachutes, and director compensation arrangements.
Background Materials
Executive Compensation Process and Engagement
Engagement between issuers and investors
- Compensation Season 2014: Shareholder Engagement, Wachtell, Lipton, Rosen & Katz
- Shareholder Engagement: Maximizing the Shareholder Relationship, ISS
Proxy Advisors
- 2014-2015 Policy Survey Summary of Results (Key Findings), ISS
- ISS Proposes Equity Plan Scorecards, ISS
Say-on-Pay Votes
- 2014 Proxy Season Review, Sullivan & Cromwell LLP
- A Study of Changes from a Failed 2012 Say on Pay Vote, Equilar
Internal Compensation-Setting Processes
- Compensation Committee Best Practices, Fenwick & West LLP
Executive Compensation Disclosure
Pay Ratio Rules
- SEC Proposes CEO Pay Ratio Rule, Sullivan & Cromwell LLP
- Executive Compensation Under Dodd-Frank: an Update, McCarter & English LLP
- Beyond the Hype: What Companies Need to Know About the Proposed Pay Ratio Rule, ISS
Executive Compensation Structures and Terms
- Executive and Director Compensation Trends, Pearl Meyer & Partners
- Performance Metrics and their Link to Value, SBA Florida
- Compensating for Long-Term Value Creation in U.S. Public Corporations, McCarter & English LLP
- Looking Ahead to Executive Pay Practices in 2014 – Executive Summary, Pearl Meyer & Partners
- Annual Incentive Plans for Top Corporate Officers – Executive Summary, Pearl Meyer & Partners
- Measuring Long-Term Performance: An Analysis of S&P 500 Equity Incentive Plan Metrics, Equilar
- Performance Metrics in Annual Incentive Plans, Equilar
Choice of Peer Groups
- Can You Manage Peer Group Disputes?, Pearl Meyer & Partners
- S&P 1500 Peer Group Report 2014, Equilar
Golden Parachutes
- Golden Parachute Compensation Practice Pointers, Gibson, Dunn & Crutcher LLP
- M&A Executive Compensation Enhancements and Impact on the Say-on-Golden-Parachute Vote, Sullivan & Cromwell LLP
- Change-in-Control Equity Acceleration Triggers, Equilar
- For Whom Golden Parachutes Shine, Lucian Bebchuk