2018 Executive Compensation Webinar Schedule

Transcription

1 2018 Executive Compensation Webinar Schedule Accounting Considerations that Impact Equity Compensation Design May 17, :00 11:00 am CT The purpose of this presentation is to discuss the accounting considerations with respect to designing equity incentive awards such as performance-based and time-based restricted stock awards, stock options, restricted stock unit awards, and awards with TSR formulas. This presentation will also cover the accounting considerations with respect to post-grant modification of equity awards. Continuing education available. Who Should Attend: This webinar is appropriate for C-suite executives and professionals in legal, finance and human resources departments. Register now to receive an from WebEx with webinar details and a calendar appointment. Adobe Flash Player required. Continuing Education Credit Information CLE: 1 credit hour (TX) CPE: 1.2 credit hours (TX) HRCI: This activity has been approved for 1 HR (General) recertification credit hours toward aphr, PHR, PHRca, SPHR, GPHR, PHRi and SPHRi recertification through HR Certification Institute (HRCI). SHRM: This program is valid for 1 PDC for the SHRM-CPSM or SHRM-SCPSM. Please note for credit purposes the WebEx system tracks the join and leave time of all attendees. If you are unable to stay on for the duration of the webinar, you may only receive partial credit or no credit based on the type of credit requested. Click here to be added to the Executive Compensation webinar invitation list. Click here to download past presentations. Training Course on Forms 3, 4 and 5 June 14, :00 11:00 am CT Pay Ratio: Developments from Last Proxy Season July 12, :00 11:00 am CT Preparing for Proxy Season: Start Now (Annual Program) August 9, :00 11:00 am CT Planning for an IPO: Compensation Considerations (Phase I of II) September 13, :00 11:00 am CT Compensation Changes Due to Loss of EGC Status (Phase II of II) October 11, :00 11:00 am CT Taxation of Equity Awards: The 101 Training Course November 8, :00 11:00 am CT How to Negotiate Executive Employment Contracts December 13, :00 11:00 am CT

2 2018 Executive Compensation Webinar Schedule Effective Compensation Governance The A-Z Course» Download the Presentation April 12, 2018 The purpose of this presentation is to discuss compensation discussion strategies, including: Authority of the Compensation Committee Compensation Committee action items Tally sheets Wealth accumulation tables Date of grant Delegations of authority to grant equity Avoid equity grants to an entity Documentation of acceptance of an award Share counting provisions Inducement grants Accelerated vesting due to retirement Trading plans Employer stock and S-8 Stock ownership policies Clawbacks Risk assessments How to Structure Management Carve-Out and Change-in-Control Plans» Download the Presentation March 8, 2018 The purpose of this presentation is to address various design considerations when structuring a management carve-out bonus plan or a change-in-control bonus plan for key employees. This presentation covers: Terminology Preliminary considerations Identifying the key employees Determine the type of funding trigger Determine the value of the award Vesting conditions & forfeitures Form and timing of payment Taxation Ability to amend or terminate Compensation: Proxy Season Considerations and Design Issues under the New Tax Laws» Download the Presentation February 15, 2018 The purpose of this presentation is to discuss and highlight various compensatory design issues for the upcoming proxy season, including design issues caused by the Tax Cuts and Jobs Act. Topics covered in this presentation include: New flexibility afforded to issuers due to the elimination of the performance-based exception to the $1mm deduction limitation under Section 162(m) and possible amendments to annual and long-term incentive plans in order to accomplish the same

3 Whether certain awards are subject to "grandfathered" treatment under Section 162(m), and the impact of such treatment with respect to deferred tax assets and the effective corporate tax rate Considerations with respect to a possible new minimum supplemental withholding rate Impact of the recent Delaware Supreme Court case on director compensation design and shareholder approval of the same Possible changes to severance plan designs due to the expansion of who is a covered employee otherwise subject to the $1mm compensatory deduction limitation A few ideas for issuers to maintain the deductibility of its compensatory awards Compensation: ISS Concerns & Mandates (Annual Program)» Download the Presentation January 11, 2018 This presentation discusses Institutional Shareholder Services ( ISS ) with respect to compensatory matters. To that end, this presentation covers: Background on the ISS framework ISS updates for the 2018 proxy season Our experiences on certain select issues Action items to consider 2017 Presentations Sharing the Dream: M&A Transactions & Retaining Key Employees» Download the Presentation December 14, 2017 This presentation discusses various compensation designs that could be used to incentivize and retain key employees through a change in control ( CIC ) transaction of the employer. To that end, this presentation covers: Certain preliminary questions Considerations when no CIC is imminent, The attractiveness of certain pay structures from an acquiror s perspective, The perspective of shareholders on any increased stock or value dilution, and Certain 409A and 280G tax issues Navigating Employee v. Independent Contractor Classifications» Download the Presentation November 9, 2017 This presentation discusses the legal and practical nuances of whether a worker should be properly classified as an employee or as an independent contractor, and covers how an otherwise improper classification could be prospectively corrected on a voluntary basis (i.e., without an IRS audit) and on an involuntary basis (i.e., pursuant to an IRS audit). To that end, this presentation covers: Who is an employee from the perspective of the DOL, IRS and TWC How to properly structure independent contractor classifications; Certain employment and tax issues associated with the applicable administrative agencies (e.g., the DOL, IRS and TWC) An analysis/resolution to possible improper classifications, including: Liability protection under Section 530, and

4 The IRS Voluntary Classification Settlement Program How to Properly Design a Nonqualified Deferred Compensation Plan» Download the Presentation October 12, 2017 This presentation discusses the design of a non-qualified deferred compensation plan, covering: What is it Types of deferred compensation plans General tax treatment Application of Section 409A Securing the benefit Design considerations Form 4 considerations Possible application to stock ownership policies Please note that this presentation is intended to be only an introduction to deferred compensation plans/arrangements and is discussed at a entry level Preparing for Proxy Season: Start Now (Annual Program)» Download the Presentation September 14, 2017 The purpose of this presentation is to help publicly-traded companies prepare for the 2018 proxy season, covering: Say-on-pay results from last proxy season Frequency of say-on-pay results from last proxy season Shareholder compensation-related proposals Negative recommendations against directors A reminder to consider whether to seek 162(m) re-approval Revisit performance metrics and total shareholder return Prepare for pay ratio disclosure select thoughts Trends in Designing Performance-Based Equity Awards» Download the Presentation August 10, 2017 This presentation covers performance-based equity incentive designs trends, including: Changes to incentive plan designs due to the recent pronouncement by ISS to include six new financial metrics within its pay-for-performance methodology The proper length of the performance period The appropriateness of using one or more performance metrics The form of equity chosen (e.g., restricted stock, stock options, etc.) Best practices with respect to administering performance-based equity incentive awards Pay Ratio Disclosure Rules: The A-Z Training Course» Download the Presentation July 13, 2017

5 It is unlikely that the pay ratio disclosure rule will be repealed or delayed, so most public companies will need to comply with the disclosure rule during the next proxy season. As compliance with the disclosure rule can be complex, and will require lead time to navigate the design issues, we are providing this A-Z training course to help public companies prepare for and implement the rule. Expatriate & Secondment Agreements: Top 10 Issues to Consider» Download the Presentation June 8, 2017 Sending U.S. employees on foreign assignments will create a number of compensatory considerations that should be vetted from both a legal and human resources perspective. This presentation discusses issues with respect to certain expatriate agreements and secondment agreements. Designing Equity Compensation Abroad» Download the Presentation May 11, 2017 This webinar discusses design issues that should be considered when granting equity awards to employees in foreign jurisdictions, with a particular focus on recharge agreements, covering: Typical structure Prevalent types of awards Recharge agreements Data security Securities laws Exchange controls Entitlement issues Certain other issues How to Structure Compensatory Arrangements within Partnerships and LLCs» Download the Presentation April 13, 2017 This presentation discusses design considerations with respect to compensatory arrangements within a partnership structure, including LLCs taxed as a partnership. Unless otherwise indicated, all references within this presentation to a partnership are intended to include LLCs taxed as a partnership, and all references to Section shall be to the Internal Revenue Code of 1986, as amended (the Code ). Compensation Committees: A Look at Liability & Fiduciary Issues» Download the Presentation March 9, 2017 This presentation highlights certain compensatory issues that could result in liability to members of Compensation Committees (the Committee ) of Board of Directors (the Board ) of publicly-traded corporations, covering: Certain Rule 16b-3 developments ISS withhold (or against) votes on the re-election of members of the Committee or the Board ERISA fiduciary liability Grant limitations in equity plans Non-employee director share limits Process relating to employment actions Equity Plans & Award Agreements: The Training Course» Download the Presentation February 9, 2017

6 This presentation is to discuss certain provisions of an equity incentive plan and its award agreements, with a focus on design considerations that could ease plan administration or optimize flexibility for the employer. Compensation: ISS Concerns & Mandates (Annual Program)» Download the Presentation January 19, 2017 This presentation discusses Institutional Shareholder Services (ISS) with respect to compensatory matters. To that end, this presentation covers: Influence of ISS with respect to last proxy season The ISS framework ISS updates for the 2017 proxy season Our experiences on certain select issues Action items to consider 2016 Presentations The Importance of Miscellaneous Provisions in a Contract: A Drafter s Perspective» Download the Presentation December 8, 2016 The purpose of this webinar is to take the attendee through all of the miscellaneous provisions of an executive contract and equity award agreements (typically the last three pages), identifying the various provisions that should be used, and explaining their purpose and importance. Additionally, this discussion will set forth the provisions that are often used but have little or no practical purpose. Identifying and Solving Pitfalls in Equity Compensation Administration» Download the Presentation November 10, 2016 This webinar will highlight some common and not-so-common mistakes made in stock plan administration. The program will cover issues and solutions relating to: documenting the grant of equity, retirement provisions, grants to entity recipients, vesting provisions, delegations of authority, Section 162(m) compliance, restricted stock and 83(b) elections, net exercises and net withholdings, certain modification issues for ISOs and NSOs, etc. Energy Companies: Compensation Governance Survey/Trends» Download the Presentation October 20, 2016 The purpose of this webinar is to discuss compensation trends among publicly-traded energy corporations. To that end, we will discuss a variety of compensatory items, including: performance metrics, weightings between cash and equity, weightings between short-term and long-term compensation, types of awards, prevalence of certain governance tools (e.g., stock ownership policies, clawbacks, etc.), and certain proxy disclosure items. Preparing for the Next Proxy Season: Start Now» Download the Presentation September 8, 2016 The purpose of this webinar is to help public companies prepare for the upcoming proxy season. To that end, this webinar will cover: (i) a recap of last proxy season, (ii) likely concerns of ISS and institutional shareholders, (iii) a summary of recent litigation deriving from proxy disclosure, (iv) a list of compensatory items to consider bringing to the shareholders at the next annual meeting, and (v) the ever present 162(m) reminders. Building a Compensation Peer Group: A Step-by-Step Approach» Download the Presentation August 11, 2016

7 Selecting an appropriate peer group is important to the compensatory analysis, especially since that peer group influences a number of compensation-related matters such as benchmarking, TSR calculations, pay ratio disclosure, and ISS recommendations. The purpose of this presentation is to walk the attendee through a step-by-step process of selecting a compensatory peer group. Substantive areas covered include securities disclosure, compensatory governance, and ISS. Compensation Governance: Designing 10b5-1 Trading Plans» Download the Presentation July 14, 2016 The purpose of this program is to discuss governance and design considerations when drafting or implementing 10b5-1 trading plans. To that end, this program will cover: (i) SEC thoughts and action items, (ii) best practices in relation to an issuer s pre-clearance procedures, (iii) interplay between 10b5-1 trading plans and an issuer s insider trading policies, (iv) unique usages, and (v) background on the relevant law. How to Increase the Life Expectancy of an Equity Plan s Share Reserve» Download the Presentation June 9, 2016 Increasing the share reserve of a public company s equity incentive plan is a process that includes engagement with ISS, knowing the voting patterns of the public company s institutional shareholders, and carefully drafting the proxy statement. Since this process can be painful, wouldn t it be nice if the public company did not have to ask on such a frequent basis? That is the purpose of this webinar to provide the attendee with ideas on how to prolong the life expectancy of the equity plan s share reserve, thus having to ask the stockholders less frequently. Designing Change-in-Control Pay» Download the Presentation May 12, 2016 Attraction and retention are not the only design considerations associated with effective change-in-control pay strategies. Other equally important considerations relate to: (i) the attractiveness of the pay structure from an acquiror s perspective, (ii) the perspective of stockholders on additional value dilution, (iii) accounting consequences, (iv) certain 409A and 280G tax issues, and (v) proxy disclosure (for public companies). The purpose of this webinar is to provide our thoughts on each of the design considerations, addressing it from both an employer and key employee perspective. Practical Tactics to Negotiating Executive Employment Contracts» Download the Presentation April 14, 2016 Successfully negotiating executive employment contracts is a practiced art, with each side typically making concessions that impact corporate governance, tax, accounting and, for public companies, SEC disclosure rules. The purpose of this presentation is to detail the negotiation points of a typical executive contract, and to address the perspectives of both the Board of Directors and the executive as to each negotiation point. Designing Total Shareholder Return Calculations: A How To» Download the Presentation March 10, 2016 The purpose of this presentation is to discuss total shareholder return (TSR) calculations. TSR calculations are complex and, without sufficient background information, are apples to oranges when comparing a TSR program of one company to the TSR programs of its peer group TSR calculations contain a number of design variables that can significantly change the overall design, including whether the TSR awards perform or pay out. For example, there are: Absolute TSR designs Relative TSR design Each of the foregoing can have many different design structures

8 For information on past webinars, please contact Tony Eppert.