Day 1 - Wednesday, November 30, 2016

7:30
Registration and Continental Breakfast
8:00
Chairs’ Welcoming Remarks
8:05
In-House Think Tank: Best Practices for Minimizing Legal Risks in the Design, Implementation and Administration of Executive Compensation Packages
9:20
New IRS Regulations under 409A
10:35
Morning Break
10:45
IRS Section 457(f): Deferred Compensation of Tax-Exempt Organizations
12:00
Networking Luncheon for Speakers and Delegates
1:00
Section 162(m) and How Companies Compensate Senior Executives
2:00
Planning for Compliance: The SEC’s New and Proposed Rules for Executive Compensation
3:00
The Affordable Care Act’s Impact on Executive Compensation
4:25
Afternoon Break
4:35
Regulation of Compensation: Dodd-Frank Act Section 956 and Incentive Compensation Paid by Covered Financial Institutions
5:45
Conference Adjourns to Day Two

Day 2 - Thursday, December 1, 2016

7:30
Continental Breakfast
8:00
Litigation Roundup: Focus on Director Pay Plan and Executive Compensation
9:30
Separations, Severances and Executive Departures: Responding to Requests, ERISA Applicability, Golden Parachutes and Company Communication
10:40
Morning Break
10:50
The Changing Role of Compensation Committees: Understanding the Process that Can Help Your Company and Your Clients Streamline Compensation Practices
11:55
Fiduciary Risk in Data Privacy and Cybersecurity: Officers and Senior Level Executives in the Crosshairs of Hackers
12:40
Main Conference Ends – Lunch for Master Class Participants

Post-Conference Workshop

Stock Plan Design: Equity Compensation and Reducing the Risk of Unwanted Outcomes in Your Plan Documents

Dec 1, 2016 1:45pm – 3:45pm

Speakers

Rosina B. Barker
Partner
Ivins, Philips & Barker, Chartered

Aegis J. Frumento
Partner
Stern Tannenbaum & Bell LLP

Michael S. Melbinger
Partner
Winston & Strawn LLP

Stefan P. Smith
Partner
Locke Lord LLP

Day 1 - Wednesday, November 30, 2016

7:30
Registration and Continental Breakfast
8:00
Chairs’ Welcoming Remarks

Linda E. Rappaport
Partner
Shearman & Sterling LLP

Michael S. Melbinger
Partner
Winston & Strawn LLP

8:05
In-House Think Tank: Best Practices for Minimizing Legal Risks in the Design, Implementation and Administration of Executive Compensation Packages

Derek Windham
VP, Associate General Counsel Corp., Securities & Finance
Hewlett Packard Enterprise

Shannon Anglin
VP of Total Rewards
Pilot Flying J

Jane Greenman
Attorney
National Executive Service Corps

  • Hear from in-house counsel on the front lines at leading companies. Gain perspective on how they craft compensation packages, deal with the new wave of regulatory changes and what they expect from outside counsel.

9:20
New IRS Regulations under 409A

Thomas B. Henke
Officer
Fredrikson & Byron, P.A.

Marc W. Siscoe
Partner
Ice Miller LLP

Rosina B. Barker
Partner
Ivins, Philips & Barker, Chartered

  • Implications of the Guidance on Tax Exempt Executive Deferred Compensation
  • Stock Conversion
  • Employee Stock Purchase Plans and Accounting Issues
  • Structuring Executive Compensation Plans Around 409A
  • Common Errors and Corrections
  • Simplifying Your Program to Manage and Eliminate Recurring Errors

10:35
Morning Break
10:45
IRS Section 457(f): Deferred Compensation of Tax-Exempt Organizations

Gregory L. Ash
Partner
Spencer Fane LLP

Joni Andrioff
Partner
Steptoe & Johnson LLP

Marla Anderson
Partner
Quarles & Brady LLP

  • Current trends in compensation for executives for not for profit organizations
  • Unique challenges for colleges and universities
  • Salary deferrals and immediate taxation
  • Anti-Hedging Rule

12:00
Networking Luncheon for Speakers and Delegates
1:00
Section 162(m) and How Companies Compensate Senior Executives

Thomas M. Cryan, Jr.
Shareholder
Buchanan Ingersoll & Rooney PC

Millicent Lundburg
Partner
DuBois Bryant & Campbell

  • A Review of Executive and Fringe Benefit Taxation and Withholding Practices in Light of the Recent Ramp Up in Audit Activity Challenging these Benefit and Pay Practices

2:00
Planning for Compliance: The SEC’s New and Proposed Rules for Executive Compensation

Derek Windham
VP, Associate General Counsel Corp., Securities & Finance
Hewlett Packard Enterprise

Andrew C. Liazos
Partner
McDermott Will & Emery

Steve Seelig
Executive Compensation Counsel
Willis Towers Watson

  • CEO Pay Ratio Rule: Compensation Issues, Retirement and Benefits Concerns, Orchestration Within a Business Unit for Calculation Purposes
  • Pay For Performance: Stock Price as the Performance Indicator Against Which Pay Should Be Measured
  • Claw Backs: Paying Back Incentive-Based Compensation Awarded Erroneously, Equity Incentive Plans

3:00
The Affordable Care Act’s Impact on Executive Compensation

Bret F. Busacker
Partner
Holland & Hart LLP

Bret Clark
Sr. Counsel, Compensation & Benefits
LyondellBasell

Brigen L. Winters
Principal
Groom Law Group, Chartered

Jennifer Zimmerman
Executive Director
Morgan Stanley

  • Nondiscrimination Rules Applicable to Self-Insured Plans
  • Risk for Highly Compensated Executives
  • Risk for the Employer
  • Exceptions Under the ACA
  • Limits on Tax Deductibility
  • Reduction of Taxpayer Subsidies for Executive Pay
  • Compensation Caps
  • Cadillac Tax Issues

4:25
Afternoon Break
4:35
Regulation of Compensation: Dodd-Frank Act Section 956 and Incentive Compensation Paid by Covered Financial Institutions

Arthur H. Kohn
Partner
Cleary Gottlieb Steen & Hamilton LLP

Linda E. Rappaport
Partner
Shearman & Sterling LLP

Marc Treviño
Partner
Sullivan & Cromwell LLP

  • Covered Institutions
  • Persons and Compensation
  • Minimizing the Incentive to Take Unreasonable Risk
  • Compensation Structuring
  • Governance and Compliance

5:45
Conference Adjourns to Day Two

Day 2 - Thursday, December 1, 2016

7:30
Continental Breakfast
8:00
Litigation Roundup: Focus on Director Pay Plan and Executive Compensation

Donald F. Parsons, Jr.
Senior Counsel
Morris, Nichols, Arsht & Tunnell LLP
(Former Vice Chancellor, Del. Ct. Chancery)

Bart C. Barré
Assistant General Counsel Labor and Employment Law
Northrop Grumman

Jeffrey P. Campisi
Partner
Kaplan Fox & Kilsheimer LLP

Katie McCormick
Partner
Young Conaway Stargatt & Taylor LLP

Michael S. Melbinger
Partner
Winston & Strawn LLP

  • Delaware Court Developments
  • Ethics and The Fiduciary Exception to the Attorney Client Privilege
  • The Garner Exception
  • Amalgamated Bank v. Yahoo
  • The Business Judgment Rule
  • Shareholder Ratification and Say on Pay
  • Meaningful Limits
  • Surviving the Motion to Dismiss
  • The Facebook Settlement
  • Compensation Standards
  • Preparing and Reviewing Compensation Disclosures
  • Trends in Executive Retirement Plans

9:30
Separations, Severances and Executive Departures: Responding to Requests, ERISA Applicability, Golden Parachutes and Company Communication

Denise M. Clark
Founder
Clark Law Group, PLLC

Andrew L. Oringer
Partner
Dechert LLP

Stephen D. Rosenberg
Partner
The Wagner Law Group

Jennifer Zimmerman
Executive Director
Morgan Stanley

  • Current Trends in the Hiring and Firing Process
  • How to Know if Your Plan is Subject to ERISA
  • Disclosure Requirements and Negotiating Succession Planning
  • Golden Parachutes, Golden handcuffs and the Enforceability of Non-Compete/Solicitation Clauses
  • Confidentiality Provisions in Employment and Severance Agreements and Whistleblower Activity

10:40
Morning Break
10:50
The Changing Role of Compensation Committees: Understanding the Process that Can Help Your Company and Your Clients Streamline Compensation Practices

Jeremy Goldstein
Partner
Jeremy L. Goldstein & Associates

  • Dealing With the Populus Backlash Against High Levels of Executive Compensation
  • The Scope of Authority of the Compensation Committee
  • Requirements for Public Companies
  • Delegation of Authority
  • The Role of Executive Officers
  • The Role of Compensation Consultants
  • The Use of Guidelines from Corporate Risk Advisors
  • Maintaining Professional and Ethical Standards When Representing the Interests of Compensation Committees or Corporate Clients

11:55
Fiduciary Risk in Data Privacy and Cybersecurity: Officers and Senior Level Executives in the Crosshairs of Hackers

Joe Yonadi
Partner, Executive Compensation & Benefits Practice Group
Benesch, Friedlander, Coplan & Aronoff LLP

Additional Speaker TBA

  • Automated Executive Compensation Programs
  • Equity Compensation Administration and Deferred Compensation in the Virtual Environment
  • Cybersecurity and Data Privacy Concerns Surrounding the PII in these Plans

12:40
Main Conference Ends – Lunch for Master Class Participants

Stock Plan Design: Equity Compensation and Reducing the Risk of Unwanted Outcomes in Your Plan Documents

Dec 1, 2016 1:45pm – 3:45pm

Rosina B. Barker
Partner
Ivins, Philips & Barker, Chartered

Aegis J. Frumento
Partner
Stern Tannenbaum & Bell LLP

Michael S. Melbinger
Partner
Winston & Strawn LLP

Stefan P. Smith
Partner
Locke Lord LLP

What is it about?

(Registration opens at 1:30 p.m.; separate registration)
  • Drafting Equity Plans and Awards
  • The Shift from Restricted Stock Awards to Restricted Stock Units
  • Choosing the Most Attractive Compensation Tool
  • Tax Consequences of Restricted Stock Options
  • Tax Deferral Opportunities
  • Satisfying Strict Requirements of 409A
  • The 83(b) Election
  • Employer-Controlled Timing
  • Deductions and Other Benefits