Current Issues in Executive Compensation and Proxy Preparation

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 Compensation Disclosure: The 2007 Season
Mary E. Alcock, Kathleen M. Emberger and Arthur H. Kohn

This panel will review disclosure highlights from the 2007 proxy season, including CD&A and disclosure of specific compensation elements. Among matters to be addressed are disclosure of performance targets, Section 162(m) formulas, peer groups and benchmarking, and severance and change in control compensation. The panel will also discuss common questions about the scope of required compensation disclosures under Form 8-K.

Looking Forward: Selected Compensation Trends
Claude E. Johnston (Frederic W. Cook & Co., Inc.) and Robert J. Raymond

In the wake of the 2007 proxy season, many companies are reconsidering their compensation programs. This panel will address trends in compensation design, including with respect to performance-based bonus programs, perquisites, change in control compensation, tax gross-ups and equity incentives. The panel will also review legislative initiatives in the area of deferred compensation and “say-on-pay,” both likely to remain on the agenda in the next Congress, as well as litigation developments involving compensation.

Designing Compensation Programs: The Role of Compensation Consultants
Claude E. Johnston (Frederic W. Cook & Co., Inc.), John C. Wilcox (TIAA-CREF) and Arthur H. Kohn

The SEC’s rules cast new light not only on the structure of compensation programs, but also on the process for developing them and the philosophy that underlies program features. Not surprisingly, the role of the compensation consultant has attracted attention. This panel will discuss perspectives of compensation consultants and institutional investors on designing compensation programs and developing a compensation philosophy, the practical import of conflicts of interest involving compensation consultants and ways companies may mitigate conflicts. The panel will also review trends in consultancy arrangements, notably indemnification, and recent indications that consultant independence may become a focus of litigation.

Beyond Compensation: E-Proxy, Voting and Access
Nicolas Grabar

Mr. Grabar will provide perspectives about the SEC’s recent actions in the area of e-proxy and proxy access and other initiatives on the horizon at the SEC and NYSE, such as the elimination of broker discretionary voting in director elections and other issues that have captured the attention of US public companies as the governance landscape continues to evolve.

For more information, please e-mail Jennifer Eckler at jeckler@cgsh.com.