Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2020/
The allocation of executive compensation resources is being scrutinized by internal and external forces. Regulations, board governance issues, and the lower margins require new thought processes on the various pieces of the compensation puzzle and how they fit together.
A company offer a competitive compensation arrangement in order to attract, retain, and motivate a qualified CEO to manage the organization.
This Quick Guide examines the elements of executive compensation and the process by which the compensation committee establishes pay packages.
It examines the questions:
• What is the purpose of a compensation program?
• How do boards structure pay?
• What is the difference between expected, earned, and realized pay?
• How much do CEOs make?
• Are CEOs paid the “right” amount?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
Executive Compensation at Financial InstitutionsDavid Stone
Executive compensation at U.S. companies has become dramatically disproportionate relative to the average workers at those companies over the past 25 years. Now, the current global financial crisis is putting a harsh spotlight on executive compensation at financial institutions in particular. This report looks at the basic nature of executive compensation packages and the issues or concerns that have been raised about them. That information provides a context for looking specifically at financial institutions: what makes their executive compensation programs different and how the current financial crisis is going to affect those programs.
This presentation provides a look at Performance-based Equity from three angles: Design, Legal issues (provided by Jennifer George at Orrick) and Administration concerns (provided by Paz Dizon of Gilead). The administrative concerns is especially interesting since Paz drills deep into some of the difficulties and how she handled them.
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2020/
The allocation of executive compensation resources is being scrutinized by internal and external forces. Regulations, board governance issues, and the lower margins require new thought processes on the various pieces of the compensation puzzle and how they fit together.
A company offer a competitive compensation arrangement in order to attract, retain, and motivate a qualified CEO to manage the organization.
This Quick Guide examines the elements of executive compensation and the process by which the compensation committee establishes pay packages.
It examines the questions:
• What is the purpose of a compensation program?
• How do boards structure pay?
• What is the difference between expected, earned, and realized pay?
• How much do CEOs make?
• Are CEOs paid the “right” amount?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
Executive Compensation at Financial InstitutionsDavid Stone
Executive compensation at U.S. companies has become dramatically disproportionate relative to the average workers at those companies over the past 25 years. Now, the current global financial crisis is putting a harsh spotlight on executive compensation at financial institutions in particular. This report looks at the basic nature of executive compensation packages and the issues or concerns that have been raised about them. That information provides a context for looking specifically at financial institutions: what makes their executive compensation programs different and how the current financial crisis is going to affect those programs.
This presentation provides a look at Performance-based Equity from three angles: Design, Legal issues (provided by Jennifer George at Orrick) and Administration concerns (provided by Paz Dizon of Gilead). The administrative concerns is especially interesting since Paz drills deep into some of the difficulties and how she handled them.
This Data Spotlight provides data and statistics on the level and structure of CEO compensation in the United States. This data supplements in the issues introduced in the Quick Guides “CEO Compensation” and “Equity Ownership.”
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) Financial Poise
Employee stock ownership plans (ESOPs) are plans regulated by the Employee Retirement Income Security Act (ERISA) and designed to allow employees to invest in the stock of their employer. The shareholder participants/employees as well as the sponsoring company generally receive tax benefits through the use of the plan. And while they are generally touted as designed to promote employees’ interest and efforts in maximizing the value of the company for the benefit of both employer and employees, ESOPs are often used as a method of corporate finance by the sponsoring company.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/esops-101-2020/
SEC Adopts Enhanced Compensation and Corporate Governance Proxy Disclosure Rules for 2010 Proxy Season
A Practical Approach to What Companies, Boards and Compensation Committees Need to Do Now
The Age of Alignment Part III: Moving From Theory to PracticePearl Meyer
This series is designed to explore a fundamental question that was raised by the NACD Blue Ribbon Commission on Strategy Development: “Does your company’s incentive structure reinforce or unintentionally undermine its chosen strategy?”
Parts 1 and 2 – which are available for replay – outlined a number of diagnostic tools and approaches that boards can use to uncover potential misalignment between their strategy and the compensation program design. We’ve also looked at various protocols that can help improve alignment and drive toward desired goals.
As we know – protocols cannot anticipate every situation. The fresh news on the proposed SEC rules regarding pay for performance disclosure is a perfect example!
I’m joined today by Jim Heim and Theo Sharp, both managing directors in the Boston office of Pearl Meyer and Partners and today we’re going to talk about some real-world examples that show how companies have put these smart theories and protocols into practice and how they’ve remained disciplined toward strategy execution but also flexible to accommodate the unexpected.
AUDITING Accounts PayableDiscussion TopicIm Done Top .docxrock73
AUDITING
Accounts Payable
Discussion Topic
I'm Done
Top of Form
Due July 30 at 11:59 PM
Starts Jul 24, 2017 1:00 AM
Bottom of Form
Do you think accounts payable confirmation can be useful to the auditor? How? What are the limitations of accounts payable confirmation? What are some alternatives to accounts payable confirmation?
Replies
1
The confirmation of accounts payable is not a generally accepted auditing procedure. The auditor is required to obtain confirmation of accounts receivable only. The evidence supporting accounts payable, such as vendors' invoices and statements, is produced by outside sources. Determining that all payables are recorded is the primary objective of the accounts payable audit. It follows that confirmations are very useful in supplying supporting evidence for receivables but that auditing procedures other than confirmation are required to verify that all payables are recorded. The selection of accounts payable for confirmation would be from the following groups: (1) large accounts including important suppliers even though the account balance is small at balance sheet date; (2) accounts for which monthly statements are unavailable; (3) accounts with unusual transactions; and (4) accounts with zero balances that had substantial activity earlier in the year.
The main limitation of accounts payable confirmation is that it does not prove the completeness of recorded accounts payable. The accounts payable confirmation procedures are not always used because reliable externally generated evidence supporting accounts payable balances are generally available for audit inspection on the premises of client. Some auditors believe that it is not required to confirm accounts payable because the search for unrecorded liabilities is the basic means of testing for completeness of accounts payable.
The alternative procedures are generally performed for non replies of accounts payable confirmations and or selected unconfirmed accounts. This includes examination of unpaid invoices, receiving reports and bills supporting the recorded balances. The examination of vendor statement dated near the balance sheet date can also be made. The statement balances shall be reconciled to the balance in client account. The subsequent payment of liability shall be vouched. The invoices from few selected vendors for the purchase of goods and services after balance sheet date shall be inspected. It shall be determined whether invoices show an amount that was owed as on balance sheet date. Generally alternative procedures on non replies are not required because the search for unrecorded liabilities compensates for such procedures. The main benefit of this alternative procedure is that it provides 100% confirmation about the existence of accounts payable. The limitation is that this process is quite time taking and wastes auditor’s precious time. It is not very result oriented because performing basic or alternative audit procedures for acco ...
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
More Related Content
Similar to CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Executive Compensation
This Data Spotlight provides data and statistics on the level and structure of CEO compensation in the United States. This data supplements in the issues introduced in the Quick Guides “CEO Compensation” and “Equity Ownership.”
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) Financial Poise
Employee stock ownership plans (ESOPs) are plans regulated by the Employee Retirement Income Security Act (ERISA) and designed to allow employees to invest in the stock of their employer. The shareholder participants/employees as well as the sponsoring company generally receive tax benefits through the use of the plan. And while they are generally touted as designed to promote employees’ interest and efforts in maximizing the value of the company for the benefit of both employer and employees, ESOPs are often used as a method of corporate finance by the sponsoring company.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/esops-101-2020/
SEC Adopts Enhanced Compensation and Corporate Governance Proxy Disclosure Rules for 2010 Proxy Season
A Practical Approach to What Companies, Boards and Compensation Committees Need to Do Now
The Age of Alignment Part III: Moving From Theory to PracticePearl Meyer
This series is designed to explore a fundamental question that was raised by the NACD Blue Ribbon Commission on Strategy Development: “Does your company’s incentive structure reinforce or unintentionally undermine its chosen strategy?”
Parts 1 and 2 – which are available for replay – outlined a number of diagnostic tools and approaches that boards can use to uncover potential misalignment between their strategy and the compensation program design. We’ve also looked at various protocols that can help improve alignment and drive toward desired goals.
As we know – protocols cannot anticipate every situation. The fresh news on the proposed SEC rules regarding pay for performance disclosure is a perfect example!
I’m joined today by Jim Heim and Theo Sharp, both managing directors in the Boston office of Pearl Meyer and Partners and today we’re going to talk about some real-world examples that show how companies have put these smart theories and protocols into practice and how they’ve remained disciplined toward strategy execution but also flexible to accommodate the unexpected.
AUDITING Accounts PayableDiscussion TopicIm Done Top .docxrock73
AUDITING
Accounts Payable
Discussion Topic
I'm Done
Top of Form
Due July 30 at 11:59 PM
Starts Jul 24, 2017 1:00 AM
Bottom of Form
Do you think accounts payable confirmation can be useful to the auditor? How? What are the limitations of accounts payable confirmation? What are some alternatives to accounts payable confirmation?
Replies
1
The confirmation of accounts payable is not a generally accepted auditing procedure. The auditor is required to obtain confirmation of accounts receivable only. The evidence supporting accounts payable, such as vendors' invoices and statements, is produced by outside sources. Determining that all payables are recorded is the primary objective of the accounts payable audit. It follows that confirmations are very useful in supplying supporting evidence for receivables but that auditing procedures other than confirmation are required to verify that all payables are recorded. The selection of accounts payable for confirmation would be from the following groups: (1) large accounts including important suppliers even though the account balance is small at balance sheet date; (2) accounts for which monthly statements are unavailable; (3) accounts with unusual transactions; and (4) accounts with zero balances that had substantial activity earlier in the year.
The main limitation of accounts payable confirmation is that it does not prove the completeness of recorded accounts payable. The accounts payable confirmation procedures are not always used because reliable externally generated evidence supporting accounts payable balances are generally available for audit inspection on the premises of client. Some auditors believe that it is not required to confirm accounts payable because the search for unrecorded liabilities is the basic means of testing for completeness of accounts payable.
The alternative procedures are generally performed for non replies of accounts payable confirmations and or selected unconfirmed accounts. This includes examination of unpaid invoices, receiving reports and bills supporting the recorded balances. The examination of vendor statement dated near the balance sheet date can also be made. The statement balances shall be reconciled to the balance in client account. The subsequent payment of liability shall be vouched. The invoices from few selected vendors for the purchase of goods and services after balance sheet date shall be inspected. It shall be determined whether invoices show an amount that was owed as on balance sheet date. Generally alternative procedures on non replies are not required because the search for unrecorded liabilities compensates for such procedures. The main benefit of this alternative procedure is that it provides 100% confirmation about the existence of accounts payable. The limitation is that this process is quite time taking and wastes auditor’s precious time. It is not very result oriented because performing basic or alternative audit procedures for acco ...
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
Expert witnesses are an integral part of modern commercial litigation. They can be used for everything from calculating damages to explaining software workflows to establishing industry standards. This webinar begins with an exploration of the common types of cases that call for use of expert testimony. From there, we discuss the rules governing experts, including expert disclosures, discovery, and expert depositions. We also discuss the Daubert standard for excluding expert testimony, and discuss how a successful Daubert motion may be brought. This hour will help you figure out when and how to hire your own expert, and will give you some ideas on how to challenge your opponent’s expert when the time comes.
Part of the webinar series:
NEWBIE LITIGATOR SCHOOL - Part I 2022
See more at https://www.financialpoise.com/webinars/
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesFinancial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
Welcome to TechSoup New Member Orientation and Q&A (May 2024).pdfTechSoup
In this webinar you will learn how your organization can access TechSoup's wide variety of product discount and donation programs. From hardware to software, we'll give you a tour of the tools available to help your nonprofit with productivity, collaboration, financial management, donor tracking, security, and more.
The Roman Empire A Historical Colossus.pdfkaushalkr1407
The Roman Empire, a vast and enduring power, stands as one of history's most remarkable civilizations, leaving an indelible imprint on the world. It emerged from the Roman Republic, transitioning into an imperial powerhouse under the leadership of Augustus Caesar in 27 BCE. This transformation marked the beginning of an era defined by unprecedented territorial expansion, architectural marvels, and profound cultural influence.
The empire's roots lie in the city of Rome, founded, according to legend, by Romulus in 753 BCE. Over centuries, Rome evolved from a small settlement to a formidable republic, characterized by a complex political system with elected officials and checks on power. However, internal strife, class conflicts, and military ambitions paved the way for the end of the Republic. Julius Caesar’s dictatorship and subsequent assassination in 44 BCE created a power vacuum, leading to a civil war. Octavian, later Augustus, emerged victorious, heralding the Roman Empire’s birth.
Under Augustus, the empire experienced the Pax Romana, a 200-year period of relative peace and stability. Augustus reformed the military, established efficient administrative systems, and initiated grand construction projects. The empire's borders expanded, encompassing territories from Britain to Egypt and from Spain to the Euphrates. Roman legions, renowned for their discipline and engineering prowess, secured and maintained these vast territories, building roads, fortifications, and cities that facilitated control and integration.
The Roman Empire’s society was hierarchical, with a rigid class system. At the top were the patricians, wealthy elites who held significant political power. Below them were the plebeians, free citizens with limited political influence, and the vast numbers of slaves who formed the backbone of the economy. The family unit was central, governed by the paterfamilias, the male head who held absolute authority.
Culturally, the Romans were eclectic, absorbing and adapting elements from the civilizations they encountered, particularly the Greeks. Roman art, literature, and philosophy reflected this synthesis, creating a rich cultural tapestry. Latin, the Roman language, became the lingua franca of the Western world, influencing numerous modern languages.
Roman architecture and engineering achievements were monumental. They perfected the arch, vault, and dome, constructing enduring structures like the Colosseum, Pantheon, and aqueducts. These engineering marvels not only showcased Roman ingenuity but also served practical purposes, from public entertainment to water supply.
How to Split Bills in the Odoo 17 POS ModuleCeline George
Bills have a main role in point of sale procedure. It will help to track sales, handling payments and giving receipts to customers. Bill splitting also has an important role in POS. For example, If some friends come together for dinner and if they want to divide the bill then it is possible by POS bill splitting. This slide will show how to split bills in odoo 17 POS.
We all have good and bad thoughts from time to time and situation to situation. We are bombarded daily with spiraling thoughts(both negative and positive) creating all-consuming feel , making us difficult to manage with associated suffering. Good thoughts are like our Mob Signal (Positive thought) amidst noise(negative thought) in the atmosphere. Negative thoughts like noise outweigh positive thoughts. These thoughts often create unwanted confusion, trouble, stress and frustration in our mind as well as chaos in our physical world. Negative thoughts are also known as “distorted thinking”.
Students, digital devices and success - Andreas Schleicher - 27 May 2024..pptxEduSkills OECD
Andreas Schleicher presents at the OECD webinar ‘Digital devices in schools: detrimental distraction or secret to success?’ on 27 May 2024. The presentation was based on findings from PISA 2022 results and the webinar helped launch the PISA in Focus ‘Managing screen time: How to protect and equip students against distraction’ https://www.oecd-ilibrary.org/education/managing-screen-time_7c225af4-en and the OECD Education Policy Perspective ‘Students, digital devices and success’ can be found here - https://oe.cd/il/5yV
How to Make a Field invisible in Odoo 17Celine George
It is possible to hide or invisible some fields in odoo. Commonly using “invisible” attribute in the field definition to invisible the fields. This slide will show how to make a field invisible in odoo 17.
How to Create Map Views in the Odoo 17 ERPCeline George
The map views are useful for providing a geographical representation of data. They allow users to visualize and analyze the data in a more intuitive manner.
2. 2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.
3. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
3
5. Meet the Faculty
MODERATOR:
Rafael Zahralddin-Aravena – Lewis Brisbois, LLP
PANELISTS:
Alan Kandel - McGuireWoods LLP
Natalie Pierce – Gunderson Dettmer
5
6. About This Webinar – Executive Compensation
Executive compensation continues its movement towards performance pay as the standard.
Compensation structures and proxy disclosures are more and more complex. Investors and proxy
advisors continue to increase influence on compensation issues. This webinar examines executive
compensation, including equity-based compensation plans and executive employment and severance
agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical
guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss
the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules
are compared to applicable federal law. Best practices regarding executive compensation committees
and regulatory requirements for those committees are examined. Shareholder advisory groups
promulgate executive compensation related advisory policies for their institutional shareholder clients
annually and these policies are also discussed. Issues regarding board composition and leadership
structure issues are discussed in relation to executive compensation.
6
7. About This Series - Corporate & Regulatory
Compliance Boot Camp 2022 – Part 2
This webinar series covers internal investigations related to corporate and regulatory
compliance, corporate law compliance, securities law compliance (with a focus on the
Sarbanes-Oxley Act) and executive compensation as it relates to corporate and regulatory
compliance. The various episodes examine these topics from a company’s perspective with a
focus on the impact to the company’s day-to-day and long-term operations.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
7
8. Episodes in this Series
#1: Securities Law Compliance
Premiere date: 09/28/2022
#2: Executive Compensation
Premiere date: 10/26/2022
#3: Overview of General Corporate Law Compliance
Premiere date: 12/7/2022
8
9. 9
Why Executive Compensation is Important
• United Airlines/Oscar Munoz
✓ United recently made a public filing saying that Munoz (CEO) asked that his
employment agreement be changed such that he will no longer serve as Chair of the
Board beginning in 2018
✓ Board said it believed having an independent chairman was best for the company
✓ This disclosure also included information regarding Executive Compensation
✓ This information is important to shareholders in wake of recent incident involving Dr.
David Dao which impacted the company’s public image and share price
10. 1
Why Executive Compensation is Important
• Publicly-traded companies have been required to disclose Executive Compensation since
the SEC was established in 1934
• A number of factors have influenced Executive Compensation since then:
✓ Corporate governance
✓ Social norms
✓ Market for corporate control
✓ Labor market for executives
✓ Stock market
✓ Tax policy
11. 1
Why Executive Compensation is Important
• Prior to 1934 and SEC’s mandatory disclosure rules, Executive Compensation was a
closely-guarded secret by companies
✓ WWI – federal government took over railroads and the high salaries of the railroad
executives became public
✓ 1920s: Media published salaries of railroad and bank executives
✓ 1930s: Scrutiny of Executive Compensation extended to all businesses
o Depression brought additional scrutiny
• Reconstruction Finance Corporation, the Federal Trade Commission and other institutions
began requesting Executive Compensation information from companies under their
respective jurisdictions
✓ These efforts centralized with the formation of the SEC
12. 1
Why Executive Compensation is Important
• Executive Compensation Rates, Historically
✓ Prior to WWII, the average Executive Compensation rate was approximately 63 times
higher than the average earnings in the economy
✓ This fell during the war and then declined gradually until the early 1970s → it was then
half the pre-war level
✓ Began rising again through the 1980s and 1990s
✓ Peaked in 2000 when the average Executive Compensation rate was 330 times the
average earnings in the economy
13. 1
Why Executive Compensation is Important
• Executive Compensation Composition, Historically
✓ Executive Compensation has historically, generally been composed of salaries and
current bonuses, long term bonus payments, and stock options
o There have been changes over the years in the relative composition with these
components
✓ 1936 - 1950: direct compensation was nearly the entirety of total compensation
✓ 1950s: emergence of long term bonuses and stock options
o i.e., 1% in the 1940s, 5% in the 1960s and 25% by 2000
✓ 1990s – 2000s: stock options saw a rapid growth as component of Executive
Compensation
14. 1
Why Executive Compensation is Important
• Executive Compensation Composition, Historically
✓ After the economic boom of the 1980s came to a halt, failing corporations scrambled to
secure top executive talent → compensation grew and companies began making loans to
executives for things ranging from relocation to the exercise of stock options
✓ A number of corporate scandals came out of these Executive Compensation packages,
i.e., Enron, Tyco and WorldCom
✓ Sarbanes-Oxley Act (“SOX”) was enacted in 2002 after these scandals and others
o Included corporate and accounting reforms and had a significant impact on Executive
Compensation
o SOX bans companies from making personal loans to executives, among other things
15. 1
Why Executive Compensation is Important
• Tax Rate Impact on Executive Compensation
✓ 1940s through mid-1960s: executives typically taxed at 70 to 80%
✓ This steadily decreased to 35 to 40% by the 1990s
• The tax rate influenced how Executive Compensation was structured
✓ When the tax rate was higher, companies had to provide significant increases in
Executive Compensation for the executives to realize small increases in after-tax
compensation
16. 1
Details on Performance-Based Executive Compensation
• Elements of Executive Compensation:
✓ Base salary (cash)
✓ Annual incentive
✓ Restricted stock grant (time-based and performance-based)
✓ Stock options
✓ Long-term performance plan
✓ Deferred compensation
✓ Retirement benefits
✓ Basic benefits
✓ Severance pay
✓ Special benefits (“perks”)
17. 1
Details on Performance-Based Executive Compensation
• Metrics:
✓ Objective vs. standard
✓ Qualitative vs. quantitative
✓ Absolute vs. relative
✓ Short vs. long term
✓ Should be a balance of financial and nonfinancial metrics
✓ Between five to ten metrics is generally the right amount
✓ List of metrics should be comprehensive but also focused on particular key value
drivers to the company
18. 1
How Executive Compensation is Tied to Performance
• Executive Compensation now = Pay for Performance
✓ But pay for what performance
• TSR (Total Shareholder Return)
✓ Executives are in the same boat with shareholders
✓ Rewarding when things are good and penalizing when things go bad
✓ TSR can be problematic because there are ways to artificially increase stock price
o i.e., increase cash-generating capacity, earnings management, strategic release
of good news, overly optimistic earnings guidance, etc.
✓ Generally, only 10 to 20% of stock price can be attributed to management over the
course of a year
✓ It can take up to five years for good management to be reflected in stock price
✓ Distinction between stock price as a metric and use of equity as a reward
o Providing equity encourages executives to align interests with shareholders
19. 1
How Executive Compensation is Tied to Performance
• Primary alternative to TSR-based Executive Compensation is the use of accounting-based
measures
✓ Revenues, earnings, returns on net assets, etc.
✓ Easier for investors and executives to understand the performance being rewarded
• Use of income statement items above the bottom line (revenue, gross margins, EBIDTA)
✓ Easy for executives to understand and enhances motivation
• Items beyond bottom line are more comprehensive indicators (return on capital, economic
profit)
✓ More disclosure is required to implement these as metrics
• Measures of earnings and profits are most often used
20. 2
Details on Performance-Based Executive Compensation
• Financial:
✓ Profits/margins
✓ Return on investment
✓ Working capital
✓ Revenue growth
✓ Cash flow
✓ Capital expenditures
✓ Earnings per share
✓ EBITDA
✓ TSR
✓ Working capital
21. 2
Details on Performance-Based Executive Compensation
• Nonfinancial:
✓ Business development
✓ Community engagement/ corporate social responsibility
✓ Competition/market share
✓ Corporate culture
✓ Customer satisfaction
✓ Environment, health & safety
✓ Ethics
✓ Executive talent management/succession
✓ Human capital
✓ Innovation/innovative culture
✓ Legal/regulatory compliance
✓ Logistics capabilities
✓ M&A execution & integration
✓ Operations
✓ Product quality
✓ Reputation
✓ Risk management
✓ Tone at the top
22. 2
Details on Performance-Based Executive Compensation
• Variable vs. fixed compensation
✓ It may be better for some companies to make Executive Compensation a variable
instead of fixed cost (i.e., smaller, high growth companies with tighter cash constraints)
✓ Use of sales or EBITDA as a metric for Executive Compensation when cash is a
concern makes sense because then bonuses are essentially self-funding
✓ Can also offer equity
✓ The variable cost of Executive Compensation can help decrease financial risk and also
has an incentive effect
o Helps to restore alignment of interests between shareholders and executives
✓ Can have stretch goals within context of industry
23. 2
Details on Performance-Based Executive Compensation
• Another component of variable compensation: the board maintains discretion as to
compensation, i.e., up to 20% of the annual bonus
• If this is the case, the discretion must be communicated to the marketplace
• The percentage of the discretion and general reasons beyond the exercise of discretion
must be disclosed
• Must undertake every effort to make discretionary payments as transparent as possible
24. 2
Details on Performance-Based Executive Compensation
• Benchmarks as distinguished from metrics
✓ Metric = performance indicator specific to a company
✓ Benchmark = metric compared against same metrics for companies in peer group
• Consultants should be used in selecting peer group
✓ Size
✓ Business characteristics
✓ Other factors (business complexity, global operations, etc.)
✓ Competition for talent
• Peer group of between 15 and 20 companies
✓ Not so small such that one company in peer group can skew comparisons
✓ Not so big that there is little similarity of features amongst companies in peer group
25. 2
Laws, Rules & Regulation
• Rules and regulations governing Executive Compensation come from many sources:
✓ SEC
✓ SOX
✓ Dodd-Frank Act
✓ NYSE
✓ NASDAQ
26. 2
Laws, Rules & Regulation
• Sarbanes-Oxley Act of 2002
✓ Prohibits publicly-traded companies from making or arranging loans to their executive
officers;
✓ Expedites SEC reporting of insider trades;
✓ Prohibits executive officers from trading employer securities during a plan blackout
period with respect to those securities; and
✓ Requires ERISA-covered individual account plans to provide 30 days notice of blackout
periods
27. 2
Laws, Rules & Regulation
• Dodd-Frank Act of 2010
✓ To be implemented by SEC
✓ Pay ratio rules – companies must disclose CEO’s compensation relative to the mean
compensation of that company’s employees (FINAL)
✓ Board Compensation Committee consultant independence – Compensation
Committees must evaluate independence of consultants (FINAL)
✓ Compensation Committee independence – Enhanced independence standards and
specific disclosure requirements (FINAL)
✓ Say-on-Pay: Companies are required to hold shareholder advisory votes on Executive
Compensation (FINAL)
✓ Clawback rules – NYSE and NASDAQ are required to enact rules that require a
company to clawback incentive Executive Compensation where a company’s financial
statements are found to have material errors (PROPOSED)
✓ Pay-for-Performance – Required disclosure of company’s performance relative to
Executive Compensation (TSR)
28. 2
Laws, Rules & Regulation
• SEC
✓ Listing standards for Compensation Committees
✓ Implementation of Dodd-Frank requirements
29. 2
Laws, Rules & Regulation
• NYSE
✓ Compensation Committee has authority to retain independent advisers – a number of
factors must be considered in assessing independence
✓ Shareholders must be given opportunity to vote on all equity compensation plans and
material revisions thereto (with limited exceptions)
✓ Compensation Committee members must satisfy objective and subjective
independence criteria
o Subjective factors include:
➢ The source of each director’s compensation (including consulting, advisory,
etc. fees paid by company);
➢ Whether each director is affiliated with the company, subsidiary or an affiliate
of any subsidiary; and
➢ Whether each director has a relationship that, in the opinion of the board,
would interfere with the director’s exercise of independent judgment
30. 3
Laws, Rules & Regulation
• NASDAQ
✓ Compensation Committee has authority to retain independent adviser; a number of
factors must be considered when assessing independence
✓ Imposes structural requirements on Compensation Committees
o Must be composed of at least two directors → enhanced independence
requirements
o Must have a formal written charter that sets forth certain responsibilities and
authority
➢ Must review and assess adequacy of charter annually
31. 3
Laws, Rules & Regulation
• NASDAQ
✓ Independence of directors on Compensation Committee is assessed via objective and
subjective factors
o Subjective factors include:
➢ Director has no relationship, that, in the opinion of the board, would interfere
with the exercise of independent judgment
➢ No member of the Compensation Committee may accept, directly or indirectly,
any consulting, advisory, etc. fees from the company or any subsidiary
(exclusive of compensation for board and committee service) → this factor is
distinct from similar factor NYSE uses in that it does not allow for board
discretion in making the determination
32. 3
Executive Compensation – Best Practices
DISCLOSURE IS KEY
• Proxy statement CD&A (compensation discussion and analysis)
✓ Conveys board’s focus on performance objectives and resulting executive pay
✓ Reinforces understanding of board’s role in enforcing pay-for-performance
✓ SEC requires this disclosure in the absence of competitive harm to the company
• Must explain the board’s definition of performance and how it is measured
✓ This is required by Dodd-Frank
✓ List metrics, categories and measurements
✓ Disclose whether they were met, exceeded or missed
o Do not have to disclose how goals are being achieved to competition
✓ Must be careful not to disclose non-public information
33. 3
Compensation Committees
• For public corporations, the Compensation Committee must be made up of entirely
independent directors
• Compensation Committee is subject to scrutiny by
✓ Shareholders
✓ Proxy advisors
✓ Policymakers
✓ Media
• Independent consultants are critical
✓ Dodd-Frank, SEC, NASDAQ and NYSE all have guidelines for assessing independence
34. 3
Compensation Committees
• Dodd-Frank Rules that Impact the Compensation Committee
✓ Bank D&O clawbacks
✓ Advisory shareholder vote on Executive Compensation (Say on Pay)
✓ Independent compensation committees and consultants
✓ Pay-for-performance disclosure
✓ Pay ratio disclosure
✓ Executive pay clawbacks
✓ Employee or director hedging
35. 3
Compensation Committees
• SEC 2009 Rule Expansion
✓ Mandates disclosure of any practices that are “reasonably likely to have a material
adverse effect” on the company
✓ Requires annual risk assessment of compensation plans
o Identify any high risk practices or mitigating factors
36. 3
Compensation Committees
• Independent Compensation Committees are required for most companies that are listed
on NASDAQ and NYSE
• Three to five directors seems to be most effective size for Compensation Committees
• Important factors to consider for Compensation Committee composition
✓ Diversity of experience and perspective
✓ Diligence
✓ Expertise
✓ Courage
37. 3
Compensation Committees
• Some considerations to be made by the Compensation Committee:
✓ Do the performance metrics support the company’s basic strategy?
✓ Does the requisite performance fall within the scope of industry performance and
economic projections?
✓ Are the performance metrics incentivizing team work or individual merit?
✓ Have we reviewed performance metrics as disclosed in our competition’s proxy
statement?
✓ What are the weights of varying business units – have we placed too much
emphasis on one particular unit?
✓ Have we placed too much emphasis on a particular individual performance factor –
have we ensured that no one metric dominates?
38. 38
Shareholder Activism and Executive Compensation
• Shareholder activism is predicted to be one of the key influencers on the dialogue
surrounding Executive Compensation
✓ The most significant rise in shareholder activist activity has come from those
investment managers concerned with shareholder value creation
✓ Shareholder activists are concerned with Executive Compensation for two reasons
o Highlight alleged weak governance
o Cite to an impediment to financial and strategic decisions they think should be
considered
✓ There appears to be no general type of Executive Compensation plan preferred by
shareholder activists
39. 39
What to do about Shareholder Activism
• Think like a shareholder activist
• The Compensation Committee should consider:
✓ Whether pay for performance holds up: is the basis for the rewards durable and
appropriate AND is it clear in the CD&A?
✓ Whether the relative security or risk in the program is appropriate for the type of
company and its strategy.
✓ Whether governance-related issues can be legitimately refuted.
✓ Whether peripheral issues are appropriately addressed, i.e., whether a peer group was
appropriately selected, etc.
40. 40
Sources
Roger Brossy and Blair Jones, Activists at the Gate of Executive Pay, DIRECTORS AND BOARDS ANNUAL
REPORT (2015).
Carola Frydman and Raven E. Sake, Historical Trends in Executive Compensation 1936-2003, UNIVERSITY OF
CHICAGO GRADUATE SCHOOL OF BUSINESS (Nov. 15, 2005).
Jeremy L. Goldstein, Shareholder Activism and Executive Compensation, HARVARD LAW SCHOOL FORUM ON
CORPORATE GOVERNANCE AND FINANCIAL REGULATION (2015).
Kathryn Steward Lehman, Executive Compensation Following the Sarbanes-Oxley Act of 2002, 81 N. C. L. REV. 2115
(2003).
John F. McGuinness, Impact of Sarbanes-Oxley Act on Benefits and Executive Compensation, 8 J. OF DEFERRED
COMPENSATION 2 (Winter 2003).
Incentives and Risk Taking, NACD Compensation Committee Chair and Risk Oversight and Advisory Councils,
NACD (2010).
Report of the NACD Blue Ribbon Commission on the Compensation Committee, NACD (2015).
Report of the NACD Blue Ribbon Commission on Performance Metrics; Understanding the Board’s Role, NACD (2010).
43. About The Faculty
Rafael Zahralddin-Aravena –Rafael.Zahralddin@lewisbrisbois.com
Rafael X. Zahralddin-Aravena is a skilled business lawyer and litigator with significant experience advising
clients in corporate and commercial litigation, insolvency, distressed M&A, compliance, corporate law and
entity formation, corporate governance, commercial transactions, cyber law, regulatory actions and cross-
border issues. Rafael represents clients in all aspects of bankruptcy and restructuring and has extensive
experience in international commercial law issues, including cross-border insolvency, federal bankruptcy
court matters, and assignments for the benefits of creditors and receiverships. Rafael’s international law
experience particularly in international commercial transactions brings a unique and nuanced approach to
business issues both inside and outside of distressed situations. He has also worked for two decades with
early stage companies and venture capitalists and private venture funds as both a transactional lawyer and
a corporate litigator. He has assisted businesses in starting, selling, or buying a business, and dealing with
employees and contracts, among other operational issues. Rafael is noted for his problem solving abilities.
The Philadelphia Inquirer named him an “Influencer of Law,” a designation determined by an expert panel of
judges who felt he shaped, changed, and transformed the legal industry. The Philadelphia Business Journal
awarded him both “Best of the Bar” and “Top Minority Business Leader” in 2020.
43
44. 44
About The Faculty
Natalie Pierce - npierce@gunder.com
Natalie is a Partner at Gunderson Dettmer in San Francisco, and chair of the
firm’s labor & employment practice. Ms. Pierce represents technology
and life sciences companies, as well as venture capital and private equity funds.
Her practice focuses on the needs of start-ups and emerging growth companies.
She also counsels companies on incorporating robotics, biometrics, telepresence,
artificial intelligence, and other enhancement technologies into the workplace.
Natalie hosts Gunderson Dettmer’s FutureWork Playbook podcast, and was selected as one of Daily
Journal’s “Top Artificial Intelligence Lawyers” and “Top Labor and Employment Lawyers.” She earned her
bachelor’s at the University of California Berkeley and her law degree from Columbia University School of
Law.
45. About The Faculty
Alan Kandel - Alan.Kandel@huschblackwell.com
Alan Kandel, of Husch Blackwell, counsels clients, including publicly traded,
privately held, tax-exempt and governmental organizations, with respect to
qualified and nonqualified retirement plans, welfare and fringe benefit plans,
and deferred and equity-based plans. He has advised both buyers and sellers
on employee benefit issues in corporate transactions. Alan has defended
clients in connection with Internal Revenue Service, Department of Labor and
Pension Benefit Guaranty Corporation examinations, and has represented
clients in rulings and other matters before their national offices.
Alan was named one of the The Best Lawyers In America, Employee Benefits
(ERISA) Law, 2010-201 as well as named in Missouri & Kansas Super
Lawyers, Employee Benefits/ERISA, 2006.
45
46. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
46
49. About Financial Poise
49
Financial Poise™ has one mission: to provide
reliable plain English business, financial, and legal
education to individual investors, entrepreneurs,
business owners and executives.
Visit us at www.financialpoise.com
Our free weekly newsletter, Financial Poise
Weekly, updates you on new articles published
on our website and Upcoming Webinars you
may be interested in.
To join our email list, please visit:
https://www.financialpoise.com/subscribe/