ACI’s Executive Compensation
Jeremy L. Goldstein
Jeremy L. Goldstein & Associates, LLC
The Changing Role of
November 30 – December 1, 2016
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•Introduction -- Understanding the processes
that can help your company and your
clients streamline compensation practices
•Meetings and Information
•Change in Control/Activist Reviews
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
•Who are the shareholders with which we should
•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?
•Plan within a plan
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
•Does your parachute know when to open?
•Current deal market: implementing activist
•Clear understanding of role of
•Documentation: less is more