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Overview:

In response to the economic challenges brought by the COVID-19 crisis to the executive compensation landscape, significant enforcement actions from the Securities and Exchange Commission (SEC) and International Shareholders Services (ISS) concerning design, implementation, and disclosure are expected to bring complexities to businesses.

To successfully address legal risks and pitfalls, businesses and their legal counsel should be well-informed of the latest trends, developments, and compliance practices in this evolving area of law.

Join a panel of key thought leaders and professionals assembled by The Knowledge Group as they delve into an in-depth discussion of the emerging issues and challenges in executive compensation amid the COVID-19 pandemic. Speakers will offer practical tips and best practices to help businesses navigate their way in this evolving legal area.

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

  • Executive Compensation: Trends, Developments, and Updates
  • Notable Court Rulings
  • The Implication of the COVID-19 Crisis
  • Common Risks and Challenges
  • Practical Compliance Tips and Best Practices
  • Outlook

Credit:

Course Level:

Intermediate

 

Advance Preparation:

Print and review course materials

 

Method of Presentation:

On-demand Webcast (CLE); Group-Internet Based

 

Prerequisite:

General knowledge of executive compensation

 

Course Code:

148888

 

NASBA Field of Study:

Finance – Technical

 

NY Category of CLE Credit:

Areas of Professional Practice

 

Total Credits:

2.0 CLE

2.0 CPE (Not eligible for QAS (On-demand) CPE credits)


CLE State Requirements:

https://knowledgewebcasts.com/cle-state-requirements/

Speaker Panel:

Patrick Powers, Lead Consultant
Meridian Compensation Partners, LLC

Patrick has 10 years of experience consulting on all aspects of executive compensation strategy and design, as well as governance matters. His particular areas of focus include incentive design, pay-for-performance relationships, tax and accounting implications, and financial goal setting. Patrick co-leads Meridian’s accounting valuation team, serving as a firm-wide resource on valuation models for equity incentives (e.g., Monte Carlo). Patrick also assists clients across the firm as part of Meridian’s Performance Measurement Team, which does considerable research and analysis on metric selection, value creation, and goal setting.

He has experience working with companies in a variety of industries, including technology, industrial manufacturing, media/advertising, retail, energy, automotive, cryptocurrency, and real estate. His client’s range in size from small start-ups to S&P 500 companies.

Jessica Page, Lead Consultant
Meridian Compensation Partners, LLC

Jessica has more than 10 years of experience advising corporations regarding executive compensation. She has assisted organizations with benchmarking, corporate transactions, equity plans, severance arrangement and incentive design. She also has drafted reasonableness opinions for tax exempt entities.

Jessica works with organizations in all industries including health care, insurance, manufacturing, and technology. She works with large cap and small cap companies and also leads Meridian’s tax exempt team.

She has published articles in the NACD Directorship magazine and has been a speaker for World at Work. She is a member of the American Bar Association.

Susan E. Stoffer, Partner
Nelson Mullins

Sue Stoffer is a partner of Nelson Mullins Riley & Scarborough LLP’s Atlanta office practicing in executive compensation and employee benefits law. Sue has spent more than 30 years, including many years with a large international law firm based in New York, counseling clients on equity and non-equity incentive plans and complex retirement plan and health and welfare plan compliance issues. Sue also served as the in-house employee benefits counsel for Time Warner Inc., assisting the company with challenging merger and acquisition issues as they related to a multitude of compensation and benefits arrangements covering a wide-spectrum of employee classifications.

Timothy P. Speiss, Co-Partner in Charge
EisnerAmper LLP

Tim is Co-Partner in Charge of EisnerAmper LLP’s Personal Wealth Advisors Practice and Co-Chair of the Asia Practice Group and Family Office Services Group. He is also Vice President of  EisnerAmper Wealth Management Corporate Benefits. He has served on the firm’s Executive Committee. Prior to joining EisnerAmper, he was a Partner with a Big 4 accounting firm and served as Partner-in-Charge of their New York Metro and Northeast Area Private Client Advisory Practice. He holds an undergraduate degree in Business (Beta Gamma Sigma) and Master’s Degree in Taxation from Widener University, is a CPA (Pennsylvania, New York, New Jersey, and the Houzhou China Institute of Certified Public Accountants), a Personal Financial Specialist from the AICPA, Investment Advisor Representative, and Selected Employee Benefits and Tax specialist.

Agenda:

SEGMENT 1:

Patrick PowersLead Consultant

Meridian Compensation Partners, LLC

AND

Jessica PageLead Consultant

Meridian Compensation Partners, LLC

  1. Annual Incentive Design for 2021: How will companies address economic impact of COVID in a short-term plan? Meridian will have a “hot off the presses” survey to provide insight on what companies are proposing in the February meeting cycle.
  2. Long-Term Incentive Design for 2021: Will companies shift mix of award to emphasize time-based awards? Will companies incorporate shorter performance periods or relative goals to account for challenge in setting long-term goals? We will have data in our survey that will help provide insight on this topic, as well.
  3. ESG in Incentive Plans: What questions are companies asking when they determine whether an ESG goal can be incorporated into the incentive plan? How is it measured? Over what time period is it considered? Companies are still in the planning phase for this metric. It is likely that a number of companies will “dip their toe” into this area in the next few months. As companies consider these goals, there are a number of questions that companies should be prepared to consider prior to implementation.

 

SEGMENT 2:

Susan E. StofferPartner

Nelson Mullins

  • Design Considerations for Incentive Plans – Participation, Performance, and Pitfalls
    • Participation and Top Hat Plans
    • Allocations
    • Vesting and Taxation
    • Form of Awards
    • Form and Timing of Payments
  • Calling All Clawbacks
    • The SEC to finally address clawback provision of the Dodd-Frank Wall Street Act?
  • Odds & Ends
    • 280G for LLCs – Watch Out for Blocker Corporations
  • Proposed Changes to Rule 701 and Form S-8
  • Equity Grants to “Platform” Workers

 

SEGMENT 3:

Timothy SpeissCo-Partner in Charge

EisnerAmper LLP

New developments, tax planning and case for 2021

  1. Summary of President-Elect Biden tax proposals bearing on executive compensation
  2. Discuss alternatives to accelerate income into 2021 and potential pitfalls that employers should consider before implementing such strategies, and
  3. Outline several executive compensation design choices to consider going forward.
  • Rollback of top tax bracket and reinstatement of 39.6% as top marginal tax rate.
    • Increase capital gains tax rate to ordinary income tax rate for high earners.
    • Subject income over $400,000 to Social Security payroll tax.
  • Increase the corporate income tax rate from 21% to 28%.
    • Impose a new corporate alternative minimum tax on corporations.
    • Employer Actions to Accelerate an Employee’s Income
    • Accelerating equity awards.
  • Care should be taken to avoid impermissible acceleration of RSUs subject to the deferred compensation restrictions of IRC Section 409A.
    • Triggering FICA taxes on deferred compensation earlier, and Sec. 409A.
    • Acceleration may undermine retention goals
    • Section 409A violation could overtake possible tax savings.
  • Section 162(m) grandfathered status.
  • More valuable deductions if corporate tax rates increase.
  • States and local municipalities taxation
  • Section 16 disgorgement
  • Form 4 requirements.
  • Insider trading matters
  • Stock ownership guidelines.
  • In-Plan Roth Conversion
  • Looking Forward—Design Considerations
    • Equity choice programs
    • Switch from RSUs to restricted stock awards that can be taxed at grant
    • Incentive stock options and AMT versus regular tax liability
    • Performance criteria review
    • NQDC plans that are designed to permit executives to delay payment of deferred amounts until after termination or retirement, when their tax rates may be lower, may become more attractive in the coming years

Date & Time:

Thursday, January 28, 2021

3:00 pm to 5:00 pm (ET)

Materials:

Download Course Materials

Who Should Attend:

  • Employee Benefits Consultants and Lawyers
  • Labor and Employment Lawyers
  • Human Resource Executives
  • Human Resource Managers
  • Executive Compensation Lawyers
  • Top Level Management
  • In-house Counsel
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SPEAKERS

Patrick PowersLead Consultant
Meridian Compensation Partners, LLC
Jessica PageLead Consultant
Meridian Compensation Partners, LLC
Susan E. StofferPartner
Nelson Mullins
Timothy P. SpeissCo-Partner in Charge
EisnerAmper LLP

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