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ACI Compensation Committee - Presentation 2016

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A discussion of the changing role of compensation committees. Presented by Jeremy L. Goldstein, Partner at Jeremy L. Goldstein & Associates, LLC.

Published in: Law
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ACI Compensation Committee - Presentation 2016

  1. 1. #ACIExecComp ACI’s Executive Compensation Jeremy L. Goldstein Partner Jeremy L. Goldstein & Associates, LLC The Changing Role of Compensation Committees November 30 – December 1, 2016 Tweeting about this conference?
  2. 2. #ACIExecComp General Overview •Introduction -- Understanding the processes that can help your company and your clients streamline compensation practices •Meetings and Information •Shareholder Engagement •Section 162(m) •Change in Control/Activist Reviews •Governing Documents
  3. 3. #ACIExecComp Meetings and Information •Working group, roles and division of labor (balkanization of process) •Timelines and advanced preparation – materials, pre-meetings and advisor input •Changes and rationales •Potential shareholder views (c.f., engagement) •Quantification – general; year-over-year comparison (pay and goals); comparison to company guidance and analyst expectations; termination and CIC
  4. 4. #ACIExecComp Shareholder Engagement •Who are the shareholders with which we should engage? •How should we engage? •What are shareholder policies? •When should we engage? •With whom at the shareholder should we engage? •Who should engage? •What should be disclosed about engagement?
  5. 5. #ACIExecComp Section 162(m) •General •New hires •Share counting •Plan within a plan
  6. 6. #ACIExecComp Change of Control Reviews •Another system that all companies should put in place are Change of Control Reviews •Changes in pay levels and design; laws, accounting rules and regulations; personnel; market environment; and deal technology •Does your parachute know when to open? •280G •Current deal market: implementing activist agendas
  7. 7. #ACIExecComp Governing Documents •Periodic review •Clear understanding of role of committee •Documentation: less is more

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