Critical Issues in Executive Compensation

Originally held on Monday, May 24, 2021 | 12:00 pm – 1:45 pm

Register For the OnDemand


Program Chair & Panel Leader:
Richard B. Friedman
Richard Friedman PLLC

  • If you are an employment law practitioner or 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:

    • The impact of #MeToo on executive compensation
    • Gender pay disparity in executive compensation
    • Recent tax changes
    • Use of sustainability metrics
    • Pros and cons of mandatory arbitration provisions
    • Lump sum versus installment severance payments
    • Treatment of equity
    • Temporal, geographic, and breadth of restrictive covenants
    • Variations of non-disparagement provisions
    • Cooperation provisions

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

    Members who are Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2019-2021), In-House/Corporate Counsel, Judges, and attorney members who practice within the Government, Academic or Not-for-Profit sectors attend this program for free.

  • Michael J. Album
    Proskauer LLP

    Jeannine McSweeney
    Simpson Thacher & Bartlett LLP

    Marc R. Treviño
    Sullivan & Cromwell LLP

    Andrea K. Wahlquist
    Wachtell, Lipton, Rosen & Katz

  • 12:00 pm – 12:05 pm
    Introduction of Panelists

    12:05 pm – 12:30 pm
    Design/Administration of Executive Compensation Plans

    • COVID Matters-Public Companies
      • Impact of COVID on 2020 AIP and In Cycle LTI Awards
      • Impact of COVID on 2021 Awards (AIP and LTI Cycles)
      • Payout Adjustments Under Plan Terms
      • Special bonuses and other discretionary payments
      • Proxy Disclosure –Summary Compensation Table
      • NEO treatment vs. rank and file
    • COVID Matters-Private Equity Cash and Incentive Plan Adjustments
    • ESG/Sustainability Metrics
    • ISS and Glass Lewis Issues

    12:30 pm – 12:45 pm
    Diversity Issues

    • Softer metrics
    • Harder metrics
    • EEOC Data
    • Cost issues
    • Disclosure issues

    12:45 pm – 1:05 pm
    Succession Issues

    • Disclosure issues
    • Planned exits
    • Unplanned exits
    • Role of Executive Chairman
    • Role of the Board
    • Indemnity issues/D&O coverage

    1:05 pm – 1:25 pm
    Frequently Negotiated Monetary Provisions

    • Base Salary
    • Range and manner of computing bonuses
    • Rule 409A issues
    • Possible inclusion of severance provisions
    • Role of Compensation Consultants
    • Definition of termination for “cause”
    • Non-disparagement provisions
    • Dispute resolution forum and governing law

    Jeannine McSweeney, Andrea K. Wahlquist

    1:25 pm – 1:35 pm
    Post-Termination Provisions

    • Indemnity provisions
    • Release provisions
    • Change of Control Provisions

    Michael J. Album, Andrea K. Wahlquist

    1:35 pm – 1:45 pm
    LLC and Partnership Compensation Vehicles-Recent Developments

    • LLC Member Status- When Can A Member Be Expelled?
    • Repurchasing Interests of Former Members and Partners.
    • Setting Off Amounts Due Partners/Members

    Michael J. Album

  • New York: 2.0 Professional Practice
    New Jersey: 2.1 General
    California: 1.5 General
    Pennsylvania: 1.5 General
    Connecticut: Available to Licensed Attorneys

  • Sponsoring Association Committee:
    Labor & Employment Law    , Katherine A. Greenberg, Chair

    Sponsorship Opportunities are Available! Please Contact:
    Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 | aavila@nycbar.org

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