Comp Agenda | Building Better Boards: Committee Series

I am compensation committee member, why should I attend?

Gain a better understanding of best practices that will bring clarity to your peer group benchmarking processes and help you minimize pay biases.
Improve your ability to explain your compensation philosophy and pay for performance program to win investor support.

Learn how other boards are incorporating non-financial metrics, prioritizing objectives, and using discretion to reward their executives.
Prioritize talent and culture on your committee agenda and develop new talent-related performance metrics for your CEO that will support a successful people strategy.

Compensation Committee Program Agenda

Wednesday, September 11, 2019

7:45-8:30 AM	Networking Breakfast and Registration
8:30-8:40 AM	Welcome
8:40-9:30 AM	Prioritizing the Talent and Culture Agenda David Astorino \| Senior Partner, RHR International R. Brad Oates \| Compensation Committee Chair, CIT Ravi Saligram \| CEO and Director, Ritchie Bros. Neglect your company’s culture and talent strategy at your peril. Corporate culture has risen to the top of shareholder engagement priorities amid unprecedented business disruptions and #metoo headlines. The best boards view their culture as a strategic asset and recognize that talent and culture are the biggest drivers of innovation and growth. As the purview of the compensation committee expands to cover broader human capital related issues, what questions should you be asking to measure the strength of your culture and people strategy and align these efforts with everyday business decisions? This panel will outline how boards can guide management in aligning corporate culture with long-term strategies and share tips on providing effective oversight. You’ll learn how to ensure that management is doing what it needs to do to get (and keep) the right people in the right positions for the company to succeed, including how to create talent-related performance metrics for the CEO.
9:30-10:20 AM	The Compensation Landscape: Regulatory Updates and Investor Trends to Watch Tim Bartl \| Chief Executive Officer, Center on Executive Compensation Gillian Moldowan \| Partner, Shearman & Sterling Jamie McGough \| Partner, Meridian Compensation Partners Proxy Plumbing. CEO Pay Ratio. Clawbacks. Hedging. 162(m). These words may have compensation committee members’ heads spinning. Clawback triggers are getting more attention in the wake of recent CEO misconduct headlines. And while the 2018 proxy season saw little surprises with the first release of pay ratio data, year two will be more telling with year-over-year trendlines and ratio changes potentially facing more scrutiny than year one data. Additionally, directors need to stay on top of state-driven actions around CEO pay ratio and gender pay equity. Hedging disclosure requirements have been finalized and go into effect for the 2020 proxy season. ISS and Glass Lewis are incorporating new ESG metrics into their pay review. And perhaps of greatest interest will be the outcome of the Corporate Governance Fairness Act imposing regulatory oversight of proxy advisory firms after several false starts.
10:20-10:40 AM	Networking Break
10:40-11:30 AM	Balancing Act: Setting Pay for Performance Incentive Goals Craig Barbarosh \| Vice Chairman, Nextgen Healthcare John Borneman \| Managing Director, Semler Brossy Richard Reck \| Board Member, Tribune Publishing Ensuring pay for performance alignment is one of the biggest priorities for compensation committees. Setting the appropriate incentive goals, for both the short- and long-term, involves a number of considerations and a special balance of internal and external perspectives. Many companies are second guessing TSR as the primary long-term metric. And as ESG continues to gain traction within the investment community as a strategic imperative, more boards are evaluating how to set ESG-related goals, such as diversity and inclusion, that tie executive pay to those milestones. This panel will share how boards are prioritizing financial objectives for near- and long-term and widening the scope of incentive pay to encompass non-financial metrics that impact company performance. You’ll gain helpful tips on setting measurable goals that link with the value proposition for shareholders and maximize long-term equity performance, while aligning incentives with your company’s unique business strategy.
11:30 AM-12:30 PM	Peer Collaboration and Working Lunch Attendees will be divided into small groups to discuss important compensation committee issues such as: Director compensation trends/changes (and the new ISS guidelines) Improving committee performance - developing meeting agenda calendar; re-examining compensation philosophy, refining processes and communications with HR team These peer-driven discussions are always an attendee favorite, providing a unique opportunity to share challenges and solutions while building new relationships with other public company directors.
12:30-1:15 PM	The Multiple Dimensions of CEO Pay Benchmarking Patricia Lang \| SVP & Chief Human Resources Officer, Colfax Corp. Matt Turner \| Managing Director, Pearl Meyer Sharon Wienbar \| Board Member, Colfax Corp. and Resideo Technology Benchmarking CEO pay is an important process, which can do more harm than good if not approached carefully. Too much reliance on peer comparisons or survey data has been blamed for artificially pushing up executive compensation. This panel will guide attendees on peer group development best practices and pitfalls to avoid, as well as evaluate the necessity of considering different peer groups for different use cases--for example, industry competitors versus labor market competitors. You’ll learn how to test peer groups for pay biases and account for the limitations of peer group and survey data.
1:15-2:00 PM	Decoding CEO Pay: Communicating Your Exec Pay Plan to Stakeholders Mary Baglivo \| Board Member, Host Hotels & Resorts Patti Brammer \| Corporate Governance Officer, Ohio Public Employees Retirement System (OPERS) Juanita James \| Board Member, Asbury Automotive Group Jeff Joyce \| Partner, Pay Governance How companies communicate their pay practices and the rationale behind them may be as important as the pay practices themselves. In an effort to meet investors’ increasing demands for disclosure, the proxy statement is a primary channel for boards to articulate how pay decisions tie back o the company’s long-term strategy. And one message doesn’t fit all -- boards need to understand the spectrum that exists from active to passive managers and how each wants to engage. What does your proxy statement and engagement efforts convey about your board’s governance? This session will provide helpful tips to improve your CD&A and take your proxy statement from good to great. And you’ll gain valuable advice to know when engagement makes sense and how to prepare for productive and substantive discussions with your investors.
2:00-2:15 PM	Top Compensation Committee Take-aways and Action Items

Note: Agenda subject to change.