PLAY RECORDING

Broadcast Date: Monday, November 18, 2024
from 12:00 pm to 1:00 pm (ET)

Overview:

Executive compensation for public companies remains a critical and evolving aspect of corporate governance and management. This landscape is influenced by regulatory changes and legal developments, shareholder expectations, and evolving best practices. Understanding these dynamics is essential for companies to ensure compliance, competitiveness, and alignment with organizational goals.

Join our speakers for a comprehensive CLE course on executive compensation, delving into several hot topics and identifying emerging trends in this complex and ever-changing field.

Key topics to be covered in this course are:

    • DEI: Litigation and Legislative Developments
    • ESG Metrics in Compensation Programs
    • Shareholder Proposal Trends
    • Share Requests and Managing Share Usage
    • Say-on-pay Voting Trends
    • SEC Enforcement Actions
    • Forthcoming SEC Guidance

Credit:

Course Level:

Intermediate

 

Advance Preparation:

Print and review course materials

 

Method of Presentation:

On-Demand Webcast

 

Prerequisite:

General knowledge of executive compensation

 

Course Code:

1411260

 

Total Credits:

 

CLE Credit:

CA CLE 1.00 General - Approved Until: 11/18/2026

PA CLE 1.00 General - Approved Until: 11/18/2026

VT CLE 1:00 General - Approved Until: 12/31/2025

NJ CLE 1:00 General - Credits through Reciprocity

NY CLE 1:00 Areas of Professional Practice - Credits through Reciprocity

AR CLE 1:00 General - Credits through Reciprocity

CT CLE 1:00 General - Credits through Reciprocity

NH CLE 1.00 General – Meets the requirements of NH Supreme Court Rule 53

MO CLE 1.00 General - Approved Until: 11/18/2024

TN CLE 1.00 General - Approved Until: 11/18/2025

WI CLE 1.00 General - Approved Until: 12/31/2025

 

Pending CLE Application:

MS, GA

 

Self-Apply:

AL, CO, DE, FL, ID, IN, IO, KS, KY, LA, NC, ME, MN, MT, NE, NV, NM, ND, OH, OK, OR, SC, TX, UT, VA, WA, WV, WY

 

If you’d like us to apply for CLE, you may opt to pay the CLE processing fee here.

 

No MCLE Requirements:

DC, MD, MA, MI, SD

 

Not Eligible for CLE:

AK, AZ, HA, IL

Speaker Panel:

Melisa Brower, Partner
A&O Shearman

Melisa Brower is a partner in the Compensation, Employment and Governance group at A&O Shearman.

She focuses on a wide variety of compensation and human capital matters involving corporate transactions and securities law, with emphasis on U.S. public company advisory and corporate governance matters.

She advises domestic and non-U.S. issuers on their initial public offerings and ongoing regulatory and listing requirements relating to compensation and human capital management, advises boards and board committees on governance matters, and regularly advises clients on proxy disclosure, Section 13 and Section 16 compliance, and design and implementation of equity and incentive compensation plans.

Jai Garg, Partner
A&O Shearman

Jai Garg focuses on a wide variety of compensation and benefit-related matters, with a particular focus on issues that arise in connection with M&A transactions and capital markets.

He regularly advises both U.S. and non-U.S. companies regarding equity-based incentives, employment arrangements, disclosure, corporate governance, and securities and tax law compliance. He also regularly advises private equity and family office clients regarding the structuring and implementation of tax-efficient compensation arrangements of their portfolio companies.

In addition, he has advised numerous individual executives, founders, and management teams in connection with the negotiation of employment, equity and severance agreements and in connection with private equity and M&A transactions.

Devansh Sand, Senior Associate
ClearBridge Compensation Group

Devansh Sand is a Senior Associate at ClearBridge Compensation Group, focusing on all aspects of executive compensation including pay levels, performance measurement, and incentive plan design. Mr. Sand has significant experience providing project management and analytical support for executive compensation reviews of companies in a wide variety of industries.

Mr. Sand’s technical knowledge and experience include assessing executive and director compensation practices through benchmarking, evaluating pay-for-performance relationships, and analyzing incentive plan performance metrics in support of business priorities and the creation of long-term, shareholder value. His client experience includes working with publicly-traded and privately-held companies in a variety of special circumstances such as M&A, IPOs, spin-offs, and restructurings.

Agenda:

Melisa Brower, Partner

A&O Shearman,

Jai Garg, Partner

A&O Shearman,

and

Devansh Sand, Senior Associate

ClearBridge Compensation Group

Topic 1: ESG and DE&I matters continue to be top of mind for shareholders, investors, and employees.

  • Companies have been reassessing their DEI programs following litigation and legislative updates
  • Use of ESG metrics in compensation plans; what’s to come with comp design
  • What’s next; key takeaways
    • ESG: changing the acronym
    • Assess governance and disclosure controls for accuracy
    • Analyze compensation plan design for appropriateness of ESG metrics

Topic 2: Shareholder engagement

  • Shareholder proposals remain elevated, particularly proposals limiting executive severance
  • Trends in share request and managing share usage
  • 2024 trends in say-on-pay voting results

Topic 3: SEC Trends

  • Recent SEC enforcement actions: importance of companies (1) maintaining robust RPT disclosure controls and (2) ensuring documents include up-to-date corporate whistleblower language.
  • Forthcoming SEC guidance: HCM; incentive-based compensation arrangements for covered financial institutions; corporate board diversity.

Date & Time:

Monday, November 18, 2024

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

Who Should Attend:

  • Labor & Employment Lawyers
  • Employee Benefits & Executive Compensation Lawyers/Consultants
  • HR Executives/Managers/Directors
  • Employee Compensation & Benefits Professionals
  • General/In-house Counsel

SPEAKERS

Melisa Brower
Melisa BrowerPartner
A&O Shearman
Jai Garg
Jai GargPartner
A&O Shearman
Devansh Sand
Devansh SandSenior Associate
ClearBridge Compensation Group

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