Directors, Executive Pay, and the Meltdown:
A Whole New Ballgame?

The world has changed significantly for directors as they navigate their companies through the market meltdown. Clawbacks, pay caps and “say on pay” are the new rallying cries, as compensation has become the focal hot-button issue in the contentious debate over the economy - what role did compensation policies and practices play in the meltdown, and what needs to be done going forward. At the same time, Boards are reacting in real time to a grinding economic contraction, replete with missed performance targets, underwater equity, pay freezes and cuts, and significant layoffs.

An experienced panel of top executive compensation advisors, with over 100 combined years of advising Boards of Directors, will give you their take on how the pay process has recently changed, how it is likely to change in the months ahead, and practical real-world advice on what Boards should be doing and thinking about now, to stay ahead of the curve.

Among the issues to be considered:

• How will the executive compensation provisions contained in the government
  rescue packages likely impact non-recipient companies?
• Do pay surveys continue to provide meaningful comparisons in the current environment?
• What is “internal pay equity” and how might a Board use it in setting pay levels?
• In a world of diminished expectations re: business and stock price performance, what
  are the keys to structuring effective long-term incentive plans? What are the current market trends in this area?
• How have companies been adjusting their current bonus plans in light of the economic situation? What behaviors should Boards be looking to incent via these plans?
• Is the “retention value” of pay a mirage these days, given the realities of the current
  job market?
• Can/should a Board pay any portion of performance pay if the business is on the down and the company stock has been hammered?
• What is the current status of “say on pay” legislation, and what are some companies doing in response? What is the likely impact on public company practices?
• What is the trend re: Compensation Committees hiring their own completely independent advisors?
• What does today’s Board need to know about the interplay between pay package design and corporate risk management?
• What are the current market trends re: equity pay, severance arrangements, golden parachutes?
• What do Directors need to know about the new executive pay guidelines adopted by the proxy advisory services?
• What will the SEC be focusing on in upcoming proxy disclosures re: pay practices?

© National Association of Corporate Directors - New York Chapter