Critical Issues in Executive Compensation (OnDemand)

Originally held on Wednesday, October 12, 2022 | 12:00 pm – 1:45 pm

• Description
• Faculty
• Agenda
• CLE Credit
• Sponsors

• If you are an employment law practitioner, an in-house counsel or advise employers or executives on compensation-related matters, you cannot afford to miss this program. An expert panel will cover numerous legal issues and challenges that arise in connection with executive compensation matters and will provide practical tips and tools to enhance your drafting and negotiating skills relating to executive employment agreements.

  Topics to be addressed include:

  • Hot Topics in Executive Compensation Plans
  • Brief look back at Covid Issues
  • Environmental, Social, and Governance Issues
  • Frequently Negotiated Monetary Provisions
  • Succession Issues
  • Frequently Negotiated Non-Monetary Provisions
  • Private Company Equity Incentives

  Program Fee:
  $199 for Members | $299 for Nonmembers

• James E. Gregory
  Lowenstein Sandler LLP

  Marissa J. Holob
  Kramer Levin Naftalis & Frankel LLP

  David B. Teigman
  Proskauer Rose LLP

  Marc R. Treviño
  Sullivan & Cromwell LLP

  Jenna Wallace
  Covington LLP

• 12:00 – 12:05
  Introduction of Panelists                                                                                    

  12:05 – 12:35
  Hot Topics in Executive Compensation Plans

  1. SEC Proposal: Pay versus Performance.
  2. Brief look back at Covid.
  3. Mobile Work Force Issues.
  4. Equity Issues.
     • Repricing of options/RSU’s in light of stock price declines.
     • Increased use of double trigger RSUs requiring liquidity event and termination within a fixed period of time.
     • Clawback if a restatement of earnings of a public company is necessary.

  Panelists

  12:35-12:45 Environmental, Social, and Governance (“ESG”) Issues                            

  1. Diversity Issues.
  2. Sustainability metrics.
  3. Climate Issues.
  4. Disclosure issues.

  Panelists

  12:45-12:55   Frequently Negotiated Monetary Provisions

  1. Base Salary.
  2. Range and manner of computing bonuses.
  3. Role of compensation consultants.
  4. Rule 409A issues.
  5. Possible inclusion of severance provisions.

  Panelists

  12:55-1:15    Succession Issues                                                                                                    

  1. Planned exits.
  2. Unplanned exits.
  3. Change of Control Provisions.
  4. Disclosure issues.
     • Health issues of CEO
  5. Role of the Board Compensation Committee.
  6. Indemnification for terminated executives/D&O coverage for defendant directors.

  Panelists

  1:15-1:35  Frequently Negotiated Non-Monetary Provisions                                          

  1. Definition of termination for “cause.”
     • Inclusion of “Me Too” representations
  2. “Resignation for Good Reason” provision.
  3. Restrictive Covenant provisions.
  4. Release provisions.
  5. Dispute resolution forum and governing law.
     • Reimbursement of Attorney’s Fees.
     • Disclosable?

  Panelists

  1:35-1:45 Private Company Equity Incentives

  1. New requirements for private company unicorns.
  2. How to deal with expiration of private company options.
  3. Private equity-backed companies.
  4. Venture capital-backed companies.
  5. Vesting alternatives.
     • Performance
     • Temporal

  Panelists

• New York: 2.0 Professional Practice
  New Jersey: 2.1 General
  California: 1.5 Professional Practice
  Pennsylvania: 1.5 General

• Sponsoring Association Committee:
  Employee Benefits & Executive Compensation, Gillian Emmett Moldowan, Chair
  Labor & Employment, Tracey Salmon-Smith, Chair

  Sponsorship Opportunities are Available! Please Contact:
  Yelena Balashchenko, Manager, Business Development & Sponsorships | (212) 382-6608 | ybalashchenko@nycbar.org