Executive Compensation Conference

Transcription

1 The 2010 Executive Compensation Conference Pay at the Top Executive and Board Compensation September 27 28, 2010 InterContinental The Barclay, October 13 14, 2010 Coronado Island Marriott Resort, San Diego Find out what shareholders really want from compensation committees Learn innovative and sustainable incentive pay designs Identify long-term incentive and wealth accumulation vehicles that drive shareholder value Sponsored by: In collaboration with: VerityPoint

2 Monday, September 27, 2010 Wednesday, October 13, 2010 San Diego registration and continental breakfast 8 9 am welcome, opening remarks and conference overview 9 9:30 am Steven Hall, Steven Hall & Partners a 9:30 10:20 am What Shareholders Really Want from Compensation Committees The Do s and Don ts of today s governance requirements: Collect, understand and analyze all relevant information Engage shareholders and listen to them Collaborate with qualified advisers that have the right independence, objectivity and experience Develop programs that are strongly linked to shareholder value creation, simple and easy to understand, administer and communicate, and sustainable over the long term Prepare for successful Say on Pay votes Panel Moderator Jonathan Spector, Chief Executive Officer, The Conference Board Panelists Michael J. Berthelot, Compensation Committee Chair, Fresh Del Monte Produce Inc., Compensation Committee Member, Pro-Dex Inc. Jill Kanin-Lovers, Compensation Committee Chair, Heidrick & Struggles International, Inc., and Dot Foods, Inc. David G. Kristoff, Vice President, Compensation, Newmont Mining Corporation Anne Sheehan, Director, Corporate Governance, California State Teachers Retirement System Gregory P. Taxin, Chairman, Soundboard Review Services, LLC San Diego William H. Coleman, Managing Director, Soundboard Review Services, LLC networking refreshment break 10:20 10:35 am b 10:35 11:25 am Innovative and Sustainable Incentive Pay Design Making the pay package fair, and even attractive, to sophisticated investors by: Setting reasonable target performance goals vs. reasonable target payouts Achieving balance while preserving leverage Have technical and governance considerations forced companies into cookiecutter, plain vanilla plan designs with long-term performance contingencies? The pros and cons of relative performance metrics, discretionary plans and non-financial performance metrics Will shareholders accept large payouts if TSR is flat or negative? Will we ever be able to reward for long-term absolute goals again? J. Ritchie, Corporate Vice President, Compensation, Benefits and HR Operations, Microsoft Corporation San Diego William T. Tompkins, Senior Vice President, Total Rewards, HR Strategy & Operations, The Gap, Inc. Call Customer Service at

3 c 11:30 am 12:20 pm Look Before You Leap Learnings from the Last Round of Proxy Filings Participants (compensation committees and advisers), Partisans (SEC, activists) and Investors perspectives on: What is working and not working with respect to disclosures? How active has the SEC been with commentary? Responding to shareholder proposals Evolving best practices in establishing a desirable level of investor engagement David Chun, Chief Executive Officer, Equilar, Inc. Patrick S. McGurn, Special Counsel, RiskMetrics Group, ISS Governance Services Mark A. Borges, Principal, Compensia, Inc. Janice Hester Amey, Portfolio Manager, Corporate Governance, California State Teachers Retirement System d 12:20 2 pm Keynote Address: Luncheon Session The state of the global economy and the likely effect on executive compensation. John Seigenthaler, Chief Executive Officer, Seigenthaler Public Relations Gad Levanon, Associate Director of Macroeconomic Research, The Conference Board San Diego Ken Goldstein, Economist, The Conference Board e 2 2:50 pm The New Four Letter Word RISK Measuring and managing risk in compensation programs: Best practices in conducting meaningful risk audits How much risk is appropriate? Does it differ by type of business? Determining and disclosing the risks at your company What compensation design components actually help reduce or manage risk? Incentivizing necessary business activities without encouraging excessive risk-taking or creating moral hazards James V. Hughes, Managing Director, Steven Hall & Partners f 2:55 3:45 pm The Long-term Incentive Toolbox Determining the right mix of vehicles and the right size grants for various key executives: What vehicles are available and how may they be put to best use? Are more companies utilizing performance-based cash awards and, if so, why? Right-sizing share-based awards in a tenuous market What to do about target positions that appear high based on last year s depressed grant practices? Will we see a rebound in LTI grant practices? Nora McCord, Managing Director, Steven Hall & Partners Robert J. Centonze, Director, Global Compensation & International Programs, Campbell Soup Company

4 networking refreshment break 3:45 4 pm g 4 4:50 pm Ask the Experts The most up-to-date technical information you need to know, even if you d rather not, and an opportunity to ask your own questions. Anticipated topics include: The Dodd-Frank Bill and what it means for you Say-on-Pay update Engaging with shareholders while avoiding Regulation FD problems SEC update Accounting update Living with the IASB Latest government dictates on how to fix what s wrong Steven Root, Managing Director, Steven Hall & Partners Joseph Sorrentino, Managing Director, Steven Hall & Partners h 4:50 5 pm First Day Wrap Up Summing up what we heard during the conference and identifying any issues participants would like to discuss further. Pearl Meyer, Steven Hall & Partners Steven Hall, Steven Hall & Partners 5 6 pm networking reception hosted by: Tuesday, September 28, 2010 Thursday, October 14, 2010 San Diego i 8 9 am Roundtable Breakfast Session Session Sponsored by: Manatt, Phelps & Phillips, LLP During this session, you will have the opportunity to sit at professionally facilitated discussion tables to brainstorm over breakfast on the topic of your choice, based upon an attendee poll on the first day of the conference. j 9 9:15 am Welcome Back Conference KeyNotes Registration includes a two-part conference experience: a summary of conference highlights and an interactive webcast

5 k 9:15 9:45 am Contracts, Clawbacks and Perks An update on matters of critical importance to both partisans and investors: The state of employment contracts Current trends in severance and change-in-control protection Clawbacks How to design a policy with teeth What s a perk and are they ever appropriate/defendable? l 9:50 10:35 am Wealth Accumulation the Company s Responsibility? What companies with aging executives and crushed retirement plan balances should be doing about executive financial security: Entitlement vs. performance-related programs Equity opportunities vs. retirement programs What benefit can an employer derive from an executive retirement program? What approaches are available? Are companies terminating or establishing executive retirement programs? Panel Moderator Sam Sheth, Senior Managing Director, VerityPoint Panelists John J. Heber, Partner, Manatt, Phelps & Phillips, LLP Craig Main, Chief Executive Officer, Main Data Group, Inc. networking break 10:35 10:50 am m 10:50 11:50 am You Asked for It Hot Topics You Requested, We Cover The structure of this session will be built organically, by the audience, at the conference. You will receive information and guidance on four topics, based upon an attendee poll on the first day of the conference. Ballot choices will include: Trends in Directors Pay Say-on-Pay what s next and how to make it meaningful Benchmarking issues constructing comparator groups and using surveys Equity Pay issues valuation and grant methodology, prevalence of vehicles and performance metrics Equity Ownership Issues guidelines vs. hold programs; how much is enough/ too much; impact on motivation and retention Write-in topics n 11:50 am noon Roundtable Wrap-up Free ranging discussion of what we heard during the conference and any issues participants would like to discuss further before adjourning. Pearl Meyer, Steven Hall & Partners Steven Hall, Steven Hall & Partners adjournment noon Presentations Available online in advance to help you prepare for the conference

6 Benefits of attending Find out what shareholders really want from compensation committees Manage risk in your compensation programs Learn innovative and sustainable incentive pay designs Identify long-term incentive and wealth accumulation vehicles that drive shareholder value Network with other world-class leaders and rising stars and select other hot topics you want discussed at this conference Who should attend Members of both compensation committees and senior management of major corporations who are accountable to shareholders. Previous participants of The Executive Compensation Conference Accenture American Express Cablevision Systems Corporation Campbell Soup Co. Choice Hotels International, Inc. Comcast Cooper Tire & Rubber Co. Cummins Inc. Dot Foods, Inc. E*TRADE FINANCIAL Corp. Equilar Freddie Mac General Motors Corporation H.B. Fuller Company Hertz Corporation Hess Corporation Home Depot HP Enterprise Business Intel Corporation JP Morgan Chase & Co. Lockheed Martin Corporation Maine Medical Center Motorola, Inc. Newmont Mining Corp. Northeast Utilities System OGE Energy Corporation Pfizer Inc. Philip Morris International Management SA Polo Ralph Lauren Procter & Gamble Prudential Financial Inc. Purdue Pharma L.P. Risk Metrics Group Sabre Inc. SRA International, Inc. The Horace Mann Companies TIAA-CREF University of Delaware Walt Disney Parks & Resorts Waste Management Inc.

7 Registration Information Online Phone :30 am to 5:30 pm ET Monday through Friday The 2010 Executive Compensation Conference Pay at the Top Executive and Board Compensation September 27 28, 2010 InterContinental The Barclay, October 13 14, 2010 Coronado Island Marriott Resort, San Diego Conference ( ) Dates: September 27 28, 2010 Location: InterContinental The Barclay, San Diego Conference ( ) Dates: October 13 14, 2010 Location: Coronado Island Marriott Resort, San Diego Associates $2,445 Non-Associates $2,745 Hotel Accommodations Fees do not include hotel accommodations. For discounted reservations, contact the hotel directly no later than the cut-off date and mention The Conference Board Executive Compensation Conference. InterContinental The Barclay 111 East 48th St, NY Tel Hotel Accommodations Cut-off Date Wednesday, September 8, 2010 Cancellation Policy Full refund until three weeks before the meeting. $500 administration fee up to two weeks before the meeting. No refund after two weeks before the meeting. Confirmed registrants who fail to attend and do not cancel prior to the meeting will be charged the entire registration fee. Team Discounts per person For a team of three or more registering from the same company at the same time, take $300 off each person s registration. One discount per registration. Multiple discounts may not be combined. Coronado Island Marriott Resort 2000 Second Street Coronado, CA Tel Hotel Accommodations Cut-off Date Friday, September 17, 2010 Printed and bound by Sheridan Printing Co., Inc., Alpha, New Jersey, an FSC-certified printer. This brochure is printed on Mohawk Via paper, which is 100% post-consumer waste fiber, manufactured with wind power, and is process chlorine free. No films or film-processing chemicals were used in the printing of this brochure. The Conference Board and the torch logo are registered trademarks of The Conference Board, Inc. Program subject to change. August 2010