Broadcast Date: Friday, November 17, 2023
from 12:00 pm to 1:00 pm (ET)


Companies and investors now have one year of experience with the SEC’s new pay versus performance (PvP) disclosure rules.  Companies put tremendous effort into preparing these new disclosures which require companies to report a new compensation measure – Compensation Actually Paid (AP) – that reflects the year end value of unvested equity grants.  Companies reported a three year history of CAP in 2023 but need to report a four year history in 2024 and a five year history in 2025 and later years.  To help investors understand how pay is related to performance, companies have to report their own cumulative TSR for each year, cumulative industry TSR for each year, their own net income and the most important financial measure (after TSR and net income) for determining CAP.

In the first year, companies struggled to find the best way to tell their story about this complex disclosure.  Investors and proxy advisors also struggled to understand the new disclosures and relate them to their proxy voting decisions and recommendations.

Join us in this CLE Webcast as The Knowledge Group presents two compensation experts to help companies and investors understand the new disclosures and how they can be used to assess company incentives, alignment with relative performance and compensation cost.

Key topics that will be covered in this discussion are:

  • The New PvP Rule: An Overview of Key Components
  • Understanding the PvP Table: Critical Insights
  • Best Practices to Prepare for 2023 Proxy Disclosure Requirements
  • How to Use the Data to Measure Key Pay Dimensions: Incentive Strength, Alignment and Cost

Learning Objectives:

  • Define the key components and explore the implications of the new PvP (Pay vs. Performance) rule.
  • Break down the PvP table to discern critical information regarding executive pay and company performance.
  • Acquire skills to measure and analyze Incentive Strength, Alignment, and Cost within executive compensation.


Course Level:



Advance Preparation:

Print and review course materials


Method of Presentation:

On-Demand Webcast; Group-Internet Based



General knowledge of executive compensation/securities laws


Course Code:



NY Category of CLE Credit:

Area of Professional Practice


NASBA Field of Study:

Accounting – Technical


Total Credit:

1.0 CLE

1.0 CPE (Not eligible for QAS (On-demand) CPE credit)

Speaker Panel:

Terry Adamson, CEP, FGE, Partner
Infinite Equity

Terry Adamson is a Partner with Infinite Equity. In his role, Terry has advised thousands of public and private companies with regard to equity design, valuation, accounting under ASC Topic 718, and share management.

Terry was formerly on the FASB Round Table on Employee Share Options, and on the Executive Advisory Committee of the NASPP. Terry currently serves on the Advisory Board of the CEP and is the Chairperson of the Society of Actuaries taskforce on stock option valuation. Terry is a frequent author and speaker regarding equity compensation and is known as one of the premiere experts on Performance Share programs, specifically Relative TSR plans.

Specialties: Valuation of employee equity; share management calculations; pay for performance testing; valuation of liabilities attributed to change in control due to IRC 280G; CEO Pay Ratio; development of underwater option exchange programs; and the design of employee equity programs.

Stephen O'Byrne, President
Leading Consultant on Compensation, Performance Measurement, and Valuation Issues

Shareholder Value Advisors Inc.

Stephen F. O’Byrne is President and co-founder of Shareholder Value Advisors Inc., a consulting firm that helps companies increase shareholder value through better performance measurement, incentive compensation and valuation analysis.  His work on measuring the strength and cost-efficiency of top management incentives has been published in the Harvard Business Review, the Journal of Investing, Conference Board Director Notes, the Journal of Applied Corporate Finance and the WorldatWork Journal.  He is the co-author, with Professor David Young of INSEAD, of EVA and Value-Based Management.  He was previously head of the compensation consulting practice at Stern Stewart & Co. and a Principal in the executive compensation practice at Towers Perrin.




Segment 1

Terry Adamson, CEP, FGEPartner

Infinite Equity

  • What are the new Pay vs. Performance Rules?
  • Updates on any regulatory requirements from the SEC in the recent Compliance & Disclosure Interpretations (C&DI’s)
  • What are the most prevalent choices for: Peer Group and Company Selected Measure
  • How do we best evaluate the data as provided in the disclosures?
  • Do we envision that companies will change their pay practices based on these disclosures?

Segment 2

Stephen O'ByrnePresident

Leading Consultant on Compensation, Performance Measurement, and Valuation Issues

Shareholder Value Advisors Inc.

  • The new disclosures have very significant new information about executive pay.
  • Companies and investors can use the new disclosures to measure key pay dimensions: incentive strength, alignment with relative performance and the pay premium at industry average performance.
  • The new data needs a key adjustment to align the pay and performance periods.
  • Investors need to supplement the new data with market rate estimates to get the most insight.





Date & Time:

Friday, November 17, 2023

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

Who Should Attend:

  • Employee Benefits and Executive Compensation Counsel
  • Chief Executive Officers
  • Presidents/Vice Presidents
  • Other Named Executive Officers
  • General Counsel







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Terry Adamson, CEP, FGEPartner
Infinite Equity
Stephen O'ByrnePresident
Leading Consultant on Compensation, Performance Measurement, and Valuation Issues
Shareholder Value Advisors Inc.



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