NATIONAL ASSOCIATION OF CORPORATE DIRECTORS

Transcription

1 NATIONAL ASSOCIATION OF CORPORATE DIRECTORS Compensation Design to Maintain a Competitive Advantage December 15, 2016 The Westin Riverwalk, San Antonio, TX AGENDA 7:00am Registration, Networking and Breakfast 7:45am Welcome and Program Presentation Begins 9:00am Adjourn 9:15am Final Networking 2016 National Association of Corporate Directors ADVANCING EXEMPLARY BOARD LEADERSHIP

2 Thank You San Antonio Sponsors! Sustaining Board Sponsors 2 Director Level Sponsors

3 Announcing the Newest Additions of the Texas TriCities Chapter New San Antonio Area Members Maryanne Guido Bryce Seki New San Antonio Sponsor Todd Rimmer Sponsor Advisor 3

4 NACD Chapters Nationwide NACD members are welcome to attend events at ALL chapter locations! 4 NACD Arizona NACD Atlanta NACD Capital Area NACD Carolinas NACD Chicago NACD Colorado NACD Connecticut NACD Florida NACD Heartland NACD Minnesota NACD New England NACD New Jersey NACD New York NACD North Texas NACD Northern California NACD Northwest NACD Philadelphia NACD Research Triangle NACD Southern California NACD Texas TriCities NACD Three Rivers Chapter NACD Utah 4

5 97 Full Board Members Texas TriCities Committed to Excellence in Governance Advanced Micro Devices, Inc. Allegiance Bancshares American Bureau of Shipping Anadarko Petroleum Corporation Archrock, Inc. Atwood Oceanics, Inc. Baker Hughes Biglari Holdings, Inc. Bristow Group, Inc. Buckeye Partners, L.P. C.H. Guenther & Son, Inc. Cardtronics, Inc. Carrizo Oil and Gas CenterPoint Energy Chicago Bridge & Iron Company Cirrus Logic, Inc. Columbia Pipeline Group, Inc. Concho Resources NEW! ConocoPhillips Crestwood Midstream Partners, Crown Castle International CST Brands Delek US Holdings, Inc. Dynegy, Inc. Energy XXI (Bermuda) Limited Exterran Corporation Flotek Industries FMC Technologies, Inc. Forestar Group, Inc. Francesca s Holdings Corporation Frank s International N.V. Germania Farm Mutual Insurance Association Greater Houston Women s Chamber of Commerce Halcon Resources Corporation Haliburton 5 Hanger, Inc. Harvest Natural Resources, Inc. Helen of Troy Limited Houston Wire and Cable Company Ignite Restaurant Group Independence Contract Drilling Integrity Bank Jones Energy, Inc. KBR, Inc. Key Energy Services, Inc. KMG Chemicals, Inc. Kraton Performance Polymers, Inc. Layne Christensen Legacy Community Health LGI Homes, Inc. Luby's, Inc. LyondellBasell Industries Main Street Capital Corp. McDermott International, Inc. Midstates Petroleum Company MRC Global, Inc. Nabors Industries, Ltd. National Instruments Corp. Newfield Exploration Company Newpark Resources, Inc. Noble Corporation Occidental Petroleum Corporation Orion Marine Group, Inc. Parker Drilling Company Parsley Energy Phillips 66 Pioneer Energy Services Powell Industries, Inc. PROS Holdings, Inc. Quanta Services, Inc. Rackspace Hosting, Inc. Service Corporation International Sharps Compliance Shell Midstream Partners GP LLC Southwest Electronic Energy Company Southwest Water Company Southwestern Energy Company Spectra Energy Partners, LP Stewart Information Services Corporation Swift Energy Company SYSCO Corporation Team Industrial Services TDECU Tesoro Logistics LP Tesoro Corporation TETRA Technologies Texas Mutual Insurance Company TG (Texas Guaranteed) The GEO Group, Inc. NEW! Thermon Group Holdings, Inc. Trecora Resources USAA Federal Savings Bank (FSB) USAA Savings Bank (USB) USAA United Automobile Association USA Compression Partners USA Truck, Inc. VAALCO Energy, Inc. Waste Management, Inc. Weatherford International Ltd. Westlake Chemical Corporation

6 NACD Director Professionalism NACD s world-renowned foundation course in boardroom fundamentals launches Virtual Director Professionalism Course for Corporate Directors. The NEW online format provides the flexibility to learn at your own pace, from anywhere in the world. The NEXT location-based course diverse perspectives, networking, and dynamic Q&A. Join us in New Orleans, LA, March 13-15, Visit NACDonline.org/DirectorProfessionalism to register.

7 Honoring NACD Board Governance and Leadership Fellows Governance Fellows = 125 Leadership Fellows = 84 If you are interested in the NACD Fellowship program and Gold Standard Director Credential contact our education team at fellowship@nacdonline.org or

8 ADVANCING EXEMPLARY BOARD LEADERSHIP

9 Upcoming Texas TriCities Chapter Programs HOUSTON PROGRAMS Jan 20 State of the Economy in Light of Political Landscape Junior League of Houston Breakfast 7:00am 9:00am Feb 3 Compensation Oversight in 2017: Creating a Competitive Advantage Junior League of Houston Breakfast 7:00am 9:00am Mar 10 Building the Strategic-Asset Nonprofit Board Is it time to refresh? Junior League of Houston Breakfast 7:00am 9:00am AUSTIN PROGRAMS Jan Early Stage Company Roundtable (Inquire with Staff for Invitation) Mar 2 Member and Prospective Member Happy Hour JW Marriott Lobby Bar 5:00pm 7:00pm Mar 3 Top Hot Topics for Directors in 2017 JW Marriott Breakfast 7:00am 9:00am SAN ANTONIO PROGRAMS Feb 16 Director Golf Scramble and Happy Hour, Oak Hills Club Apr 6 Succession Planning and Talent Oversight in 2017 Junior League of Houston Breakfast 7:00am 9:00am 12:00pm 6:00pm Feb 17 Top Hot Topics for Directors in 2017 Westin Riverwalk Hotel Breakfast 7:00am 9:00am REGISTER AT texastricities.nacdonline.org 10 10

10 Program Speakers Moderator David Bixby Managing Director, Pearl Meyer and Partners Speakers William Bill McDonald Director, Chair of Organization and Compensation, Humana, Inc. Former Executive Vice President, Brand Management, Capital One Owner and Principle, Wild Irishman Advisory Gail Stewart Partner, Baker Botts LLP, Chair of Employee Benefits and Executive Compensation Section Director, NACD Texas TriCities Chapter, River Oaks Baptist School, Houston High School 11

11 The Top 5 Compensation Questions Boards Should be Asking in At certain times, management may need to take short-term actions that are in the best long-term interests of shareholders but may negatively impact short-term results and compensation. How do we manage this? 2. Do we have compensation programs that create a competitive advantage; how are our compensation programs different than market and do those differences help with attraction, retention, and motivation? 3. Should our compensation committee expand its role to encompass broader talent management responsibilities? 4. The pay inequality issue isn t going away. Is our management team fully prepared to address internal and external questions? 5. How do we get ahead of the scrutiny of proxy advisory firms and avoid being sent to the penalty box? 12

12 Thank you for attending! To download materials from this session and others, please visit To watch prior recorded programs visit NACD Texas TriCities Chapter YouTube To Register for our programs at texastricities.nacdonline.org Chapter Administrators: Julie Pitts, Executive Director, cell Becky White, Chapter Administrator, cell 12

13 Key Takeaways 1. Develop a long-term perspective for your company that can weather short-term peaks and valleys. 2. The current climate of uncertainty offers a good opportunity to step back and holistically evaluate the state of your compensation programs, independent of outside influences. 3. Improve executive engagement and alignment by integrating your compensation and leadership programs. 4. Understand the company s public position and messaging on pay inequality issues. 5. Recognize the benefits of a proactive shareholder engagement strategy and the role of effective communication in advancing long-term value creation. 28