It Seemed Like a Good Idea at the Time: Principle to Practice in Executive Compensation

For nearly four decades since the enactment of Section 162(m) in 1993, Corporate America has experienced waves of regulatory and market-driven reforms aimed at curtailing excessive executive compensation and more effectively linking pay to performance. The concepts underlying executive compensation clawbacks, performance-based equity grants, expanded CD&As, and say-on-pay votes have been laudable. But the practice has often been disappointing to investors and frustrating to directors and executives alike.

While Section 162(m) has largely been consigned to the dustbin, companies and shareholders are still grappling with the consequences of these and other reforms – and now are addressing a movement to link more executive compensation to ESG metrics. What worked? What went wrong? What lessons have we learned? And what should boards, compensation committees, C-suite executives, compensation consultants – and policymakers – do differently?

Join a webcast to hear a panel of experts, moderated by Paul Washington, Executive Director of The Conference Board ESG Center, to discuss:

  • Performance-based equity: When are performance-based equity grants effective? What are the practices companies should avoid? Should stock options make a comeback?
  • Clawback policies: When have clawbacks been effective? When have companies gone down the wrong path? What’s likely to happen on the regulatory front?
  • Executive compensation disclosure: Why does so much disclosure often still result in too little shared understanding? Apart from the easy answers of executive summaries and charts, what can both companies and investors do to improve communication?
  • Say-on-pay proposals: What drove increased investor opposition this year? What are investors saying in the offseason? What can both investors and companies do to deal with this often-blunt instrument as we look to the next proxy season?
  • Linking ESG to executive pay: As more companies embrace the idea of linking compensation to ESG performance, what are the lessons they should keep in mind?

Who should attend:

    • Directors – especially members of compensation committees
    • C-suite executives including CEOs, Chief Human Resources Officers and Generals Counsel
    • Senior human capital professionals in the fields of compensation and benefits
    • Senior governance professionals, including corporate secretaries, investor relations executives
    • Other in-house and outside counsel
    • Investors, compensation consultants, and other executive compensation professionals
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Paul Washington Audry Casusol Jared Berman Brit Wittman
It Seemed Like a Good Idea at the Time: Principle to Practice in Executive Compensation
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It Seemed Like a Good Idea at the Time: Principle to Practice in Executive Compensation

NOVEMBER 15, 2021

For nearly four decades since the enactment of Section 162(m) in 1993, Corporate America has experienced waves of regulatory and market-driven reforms aimed at curtailing excessive executive compensation and more effectively linking pay to performance. The concepts underlying executive compensation clawbacks, performance-based equity grants, expanded CD&As, and say-on-pay votes have been laudable. But the practice has often been disappointing to investors and frustrating to directors and executives alike.

While Section 162(m) has largely been consigned to the dustbin, companies and shareholders are still grappling with the consequences of these and other reforms – and now are addressing a movement to link more executive compensation to ESG metrics. What worked? What went wrong? What lessons have we learned? And what should boards, compensation committees, C-suite executives, compensation consultants – and policymakers – do differently?

Join a webcast to hear a panel of experts, moderated by Paul Washington, Executive Director of The Conference Board ESG Center, to discuss:

  • Performance-based equity: When are performance-based equity grants effective? What are the practices companies should avoid? Should stock options make a comeback?
  • Clawback policies: When have clawbacks been effective? When have companies gone down the wrong path? What’s likely to happen on the regulatory front?
  • Executive compensation disclosure: Why does so much disclosure often still result in too little shared understanding? Apart from the easy answers of executive summaries and charts, what can both companies and investors do to improve communication?
  • Say-on-pay proposals: What drove increased investor opposition this year? What are investors saying in the offseason? What can both investors and companies do to deal with this often-blunt instrument as we look to the next proxy season?
  • Linking ESG to executive pay: As more companies embrace the idea of linking compensation to ESG performance, what are the lessons they should keep in mind?

Who should attend:

    • Directors – especially members of compensation committees
    • C-suite executives including CEOs, Chief Human Resources Officers and Generals Counsel
    • Senior human capital professionals in the fields of compensation and benefits
    • Senior governance professionals, including corporate secretaries, investor relations executives
    • Other in-house and outside counsel
    • Investors, compensation consultants, and other executive compensation professionals

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