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

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
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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. #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. #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. #ACIExecComp
Section 162(m)
•General
•New hires
•Share counting
•Plan within a plan

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. #ACIExecComp
Governing Documents
•Periodic review
•Clear understanding of role of
committee
•Documentation: less is more