2015 Roundtable on Executive Compensation

October 20–21, 2015

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

The Harvard Roundtable on Executive Compensation & Corporate Governance is grateful for the co-sponsorship of the Society of Corporate Secretaries and Governance Professionals, Broadridge, CFA Institute, Coca-Cola, Eli Lilly, Equilar, Evercore, Fenwick & West, Fiserv, Frederic W. Cook & Co., Goldman Sachs, Innisfree M&A, Joele Frank, JP Morgan Chase, Lazard, Lockheed Martin, Marsh & McLennan, McDonald’s, Monsanto, Nasdaq, Pay Governance, PepsiCo, Phillips 66, PricewaterhouseCoopers, Prudential Financial, State Street, and Wynn Resorts.

The Program on Corporate Governance wishes to thank its supporting organizations: Cleary Gottlieb, Cooley, Corporation Service Company, Cornerstone Research, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher & Bartlett, Skadden, Vinson & Elkins, and White & Case.

The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: BlackRock, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Canada Pension Plan Investment Board, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Florida State Board of Administration, Generation Investment Management, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State Treasurer, Ontario Teachers’ Pension Plan, State Street Global Advisors, TIAA-CREF, UAW Retirement Medical Benefits Trust, Universities Superannuation Scheme, and Vanguard.

Finally, the Program on Corporate Governance and the Program on Institutional Investors would like to thank the members of the Program on Corporate Governance Advisory Board, the Harvard Institutional Investors Forum Advisory Council, and the Corporate Governance Forum Advisory Council.

Agenda

October 20, 2015

Loeb House, 17 Quincy Street

6:45–7:30 pm	Reception
7:30 pm	Dinner

October 21, 2015

Wasserstein Hall, Milstein East (second floor),
1585 Massachusetts Avenue

8:15–9:00 am	Registration and continental breakfast
9:00–10:00 am	First session
10:00–10:20 am	Coffee break
10:20–11:20 am	Second session
11:20–11:40 am	Coffee break
11:40–12:40 pm	Third session
12:40–1:40 pm	Buffet lunch
1:40–2:40 pm	Fourth session
2:40–3:00 pm	Coffee break
3:00–4:00 pm	Final session
4:00–5:00 pm	Closing reception

Roundtable Discussion Topics

The first part of the Roundtable will focus on the engagement between issuers and investors regarding executive pay arrangements and the disclosure of pay arrangements to investors. Depending on the interest of participants, issues to be discussed may include 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, CD&A templates, pay-for-performance disclosure and pay-ratio disclosure. The Roundtable will then move to a discussion of the substantive terms of compensation arrangements. Depending on the interests of participants, issues to be discussed may include compensation levels, pay composition, the alignment of pay with long-term values, claw-backs and hedging policies. The Roundtable will then move to a discussion of current issues in corporate governance. Depending on the interest of participants, issues that might be discussed include lessons from the 2015 proxy seasons, current thinking on engagement with investors, and proxy access.

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