2014 Roundtable on Executive Compensation

November 6–7, 2014

Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst


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.


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.

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Background Materials

Executive Compensation Process and Engagement

Engagement between issuers and investors

Proxy Advisors

Say-on-Pay Votes

Internal Compensation-Setting Processes

Executive Compensation Disclosure

Pay Ratio Rules

Executive Compensation Structures and Terms

Choice of Peer Groups

Golden Parachutes


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