Broadcast Date: Thursday, July 09, 2020
from 12:00 pm to 1:00 pm (ET)


As the 2020 proxy season comes to a close, we reflect on the third year that CEO pay ratio disclosure under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K has been required annual disclosure for public companies. Compliance should be easier for companies that have already made pay ratio disclosures in 2018, 2019 and 2020. However, companies that have been using the same median employee will need to dust off employee census data and identify a new median employee next year whose compensation will be the basis of comparison. The impact of COVID-19 on the corporate workforce may also necessitate identifying a new median employee for companies that have initiated a reduction in force.

Listen as Shearman & Sterling’s executive compensation experts Gillian Emmett Moldowan and Melisa Brower refresh the audience on the key provisions of the rule and discuss predictions about what’s to come now that year-over-year data is available. Although little attention has been paid to CEO pay ratio by the SEC to date, we anticipate that pay ratio may gain attention due to the availability of data from the SEC and various stakeholders.

Some of the major topics that will be covered in this course are:

  • CEO Pay Ratio Rule in 2020: Key Takeaways
  • Recent Trends and Developments
  • Common Risk and Pitfalls
  • Best Compliance Practices
  • What is Ahead?


Course Level:



Advance Preparation:

Print and review course materials


Method of Presentation:

On-demand Webcast (CLE)



Experience in executive compensation/securities laws


Course Code:



NY Category of CLE Credit:

Areas of Professional Practice


Total Credit:

1.0 CLE

Speaker Panel:

Gillian Emmett Moldowan, Partner
Shearman & Sterling LLP

Gillian Emmett Moldowan is a partner in the Compensation, Governance & ERISA practice.

She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, corporate governance, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.

Melisa Brower, Associate
Shearman & Sterling LLP

Melisa Brower is an associate in the Compensation, Governance and ERISA practice.  She focuses on a wide variety of compensation-related matters in capital markets and M&A transactions, with emphasis on disclosure and issues arising in securities offerings.  She has advised domestic and non-U.S. issuers on regulatory requirements relating to compensation and benefits matters and assists clients with proxy disclosure, Section 16 compliance and corporate governance matters.


Gillian Emmett MoldowanPartner

Shearman & Sterling LLP


Melisa BrowerAssociate

Shearman & Sterling LLP

  • Join Shearman & Sterling's executive compensation experts Gillian Emmett Moldowan and Melisa Brower for a discussion on the history and key features of the pay ratio compensation disclosure rules under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act Item 402(u) of Regulation S-K.
  • Speakers will focus on median employee determinations, which will be necessary for companies that are new to preparing pay ratios and for those companies that have relied on median employee determinations made three years ago or that have had significant changes in employee population such as those that have instituted a reduction in force due to COVID-19.
  • Although pay ratio disclosure has garnered less attention than anticipated, we will discuss what’s ahead now that that pay ratio data has accumulated over the past three years.

Date & Time:

Thursday, July 09, 2020

12:00 pm to 1:00 pm (ET)

Who Should Attend:

  • Executive Compensation Lawyers
  • ­C-Level Executives
  • ­Compensation Committee Members
  • ­Corporate Lawyers
  • In-house Counsel


Gillian Emmett MoldowanPartner
Shearman & Sterling LLP
Melisa BrowerAssociate
Shearman & Sterling LLP



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