A Critical look at Trends in Say on Pay, ISS Pay, Voting Guidelines and Proxy Statements

Wednesday, November 9 | 6 pm – 8 pm



Program Chair:

Kenneth Laverriere | Shearman & Sterling LLP



  • Executive pay continues to be the subject of regulatory and shareholder action and intense scrutiny in the business and popular press. As of the date of this program, the SEC will have finalized its pay ratio rule while the remaining rules governing clawbacks, hedging and pay for performance remain in proposal form. In April, the joint federal agencies re-proposed their rules under Section 956 of Dodd-Frank regulating incentive pay at financial institutions. Further, shareholder advisers and institutional investors are regularly updating their voting guidelines and are under some increasing pressure to harmonize and rationalize their positions. This program takes a critical look at the effectiveness of all this regulation and focuses on what makes efforts to reshape executive pay so difficult. The program also offers a framework for pay regulation and disclosure that might be better aligned with the interests of long-term investors. Panelists will unpack ongoing rulemaking under Dodd-Frank, analyze say-on-pay trends and debate the efficacy of the current framework on the creation of long-term value for investors.

    The format will be two one-hour panels.  The first will focus on recent rulemaking.  The second will assess the voting guidelines of institutional shareholders and shareholder advisers.  Panelists will be distinguished legal practitioners, compensation consultants and shareholder advisers.

    Live Program & Webcast: $149 Member | $249 Nonmember

    In-House Counsel: $99 Member | $199 Nonmember

  • Kenneth Laverriere
    Shearman & Sterling LLP

    Melissa L. Burek
    Founding Partner
    Compensation Advisory Partners, LLC

    David E. Kahan
    Wachtell, Lipton Rosen & Katz

    Paul R. Koppel
    Simpson Thacher & Bartlett LLP

    Andrew Liazos
    McDermott Will & Emery LLP

    John Roe
    Managing Director
    ISS Corporae Solutions

    Paul J. Wessel
    Weil, Gotshal & Manges LLP

  • 6:00 pm – 6:05 pm Introduction –Chair

    Kenneth J. Laverriere

    6:05 pm – 7:00 pm A Critical Assessment of the Reporting and Disclosure Rules Applicable to Executive Compensation

      • Updates on current rulemaking developments
      • Trends in alternative disclosure and pay design
      • Critical assessment of whether the current disclosure regime is effective
      • Trends in director compensation including updates on recent litigation

    Panelists: Andrew C. Liazos, Kenneth J. Laverriere & Paul R. Koppel

    7:00 pm – 8:00 pm Updates on ISS Voting Guidelines and a Discussion of the Role of Shareholder Advisers and Other Institutional Investors in Setting Pay

      • The role of shareholders and advisers in the compensation decision-making process
      • Updates on ISS voting guidelines
      • Recent say-on-pay trends
      • Effectively responding to a negative adviser recommendation
      • Shareholder engagement and outreach strategies

    Panelists: Melissa L. Burek, David E. Kahan, Paul J. Wessel & John Roe

  • NY: 2.0 professional practice
    NJ: 2.4 general
    CA: 2.0 general
    PA: 2.0 general

  • Sponsoring Association Committee:

    Employee Benefits and Executive Compensation | Sarah Downie, Chair

    Sponsorship Opportunities are Available! Please Contact:

    Maricela Alfonso| Membership and CLE Relations Associate| (212) 382-6608 | MAlfonso@nycbar.org