www.conferenceboard.org/execcomp

November 1 – 2, 2016 The Conference Board Conference Center

New York City

Succeeding in the New World of Executive Compensation

The 2016Executive Compensation C O N F E R E N C E

Lead Sponsor:

www.conferenceboard.org/execcomp

Agenda

Day 1: Tuesday, November 1, 2016Registration & Breakfast: 8:00 – 8:50 am

Welcome and Introduction: 8:50 – 9:00 am

Greg Lau, Conference Program Director, The Conference Board

A: 9:00 – 9:30 amCurrent State of Executive CompensationBroad overview of current executive compensation landscape and the political, regulatory and disclosure overlay.

Speaker:Steve Hall, Founding Partner and Managing Director,

Steven Hall & Partners

B: 9:30 – 10:00 amComparator GroupsIs there any such thing as a perfect comparator group?

This session will provide a brief overview of:

• Different types of comparator groups• Do you even need a comparator group?• How to address different challenges, including scenarios where

most direct comparators are too big, not public or foreign• How to handle disclosure of changes in comparator groups

Speaker: Sandy Digilio, Vice President, Executive Compensation,

The Walt Disney Company

C: 10:00 – 10:45 amPaying for Performance: How Do We Get It Right?A panel discussing how best to align corporate strategy, executive pay and corporate performance.

Speakers:George B. Paulin, Chairman and Head – Los Angeles Office,

Frederic W. CookGreg Comeaux, Executive Director Compensation and Benefits,

Amgen

Networking Refreshment Break: 10:45 – 11:00 am

D: 11:00 – 11:45 amHow to Deal Effectively with Executive Compensation CommitteesThis panel will discuss how best to serve the Committee and include an overview of current and lapsed best practices, and how they fit in today’s new world:

• Tally sheets• Share ownership guidelines and holding requirements• Executive sessions• Working with your Independent Compensation Consultant

Moderator:Richard R. Floersch, Senior Strategic Advisor, Center On

Executive Compensation; Former Executive Vice President & Chief Human Resources Officer, McDonald’s Corporation

Speakers:Laurie A. Siegel, Former Senior Vice President, Human Resources

and Internal Communications, Tyco; Chair of Compensation Committees, CenturyLink, Inc., Volt Information Sciences, Inc.; Director, FactSet Research Systems, Inc.

Ola Snow, Senior Vice President, Total Rewards, Talent Acquisition and Corporate HR, Cardinal Health

E: 11:45 am – 12:30 pmEmployment Agreements and Severance / CIC ProvisionsLearn what we are seeing in the marketplace in terms of the latest trends on employment agreements:

• Term• Good Reason / Cause definitions• Severance • Benefits and perquisites

Discuss latest trends in Severance/CIC areas including:

• Severance multiples• What’s included in the multiple (still target cash, or just salary)• Treatment of equity awards upon termination, including

prevalence of double trigger• Different approaches for handling in-progress performance

plans (AIP and PSU)

Speakers:Maura Ann McBreen, Partner, Baker & McKenzie, LLPKenneth A. Raskin, Partner and Chair, Employee Benefits and

Executive Compensation Practice, King & Spalding LLP

F: 12.30 – 12:45 pmBenefits and PerquisitesAre they really gone? Discussion of those benefits and perquisites that remain, as well as strategies for how to address unpopular perks that remain in the program.

Speaker:Michael Sherry, Managing Director, Steven Hall & Partners

Luncheon: 12:45 – 1:45 pm

G: 1:45 – 2:15 pmCEO Pay Ratio and Open Dodd-Frank ItemsWhat should you be focusing on now? A practical road map of decision points for HR professionals charged with calculating the ratio and an overview of how to frame the public and internal discussions of your pay ratio once it has been determined. Also an overview of other Dodd Frank items proposed pay versus performance disclosure, clawback requirements and hedging policies, what we think may change, and what you should do now to prepare.

Speaker:Nora McCord, Associate Partner, Radford, Aon Hewitt

H: 2:15 – 3:00 pmLTI PlansThis session will provide participants with an overview of new developments in long-term incentive plan design, including:

• Selecting appropriate vehicles and mix• Practical pointers for handling a change in mix, particularly when

you are trying to inject more time-based vehicles into the mix• Performance metrics, and how to think outside the relative TSR

box, including data about prevalence of different performance metrics

• Are the relative performance metrics pushed so heavily by our friends in the shareholder advisory firm space really the right thing for you?

• Modeling performance targets for three year performance periods, and what to do when this just doesn’t seem possible

Get Involved! Contact Michael.Felden@conferenceboard.org for Sponsorship Opportunities

Speakers:Blair Jones, Managing Director, Semler BrossySteve Pennacchio, Senior Vice President, Total Rewards, Pfizer

Networking Refreshment Break: 3:00 - 3:15 pm

I: 3:15 – 4:15 pmPast, Present and Future of Proxy Disclosures - Misses, Hits and Homeruns This session will review the ever-evolving disclosure of executive compensation information, with a focus on the disclosures during the 2016 proxy season. Topics will include:

• Disclosure of incentive compensation arrangements;• Shareholder engagement discussions;• The looming CEO pay ratio disclosure requirement; and• Preparing for the remaining Dodd-Frank executive pay

disclosure rules.

Speakers: Mark Borges, Principal, CompensiaKristine Bhalla, Partner, ClearBridge Compensation Group, LLC

J: 4:15 – 5:15 pmAsk the ExpertsYour opportunity to ask a panel of experts about anything keeping you up at night.

Speakers:Steven Root, Founding Partner and Managing Director,

Steven Hall & PartnersMark Borges, Principal, Compensia

First Day Wrap Up: 5:15 – 5:30 pm

Networking Reception: 5:30 – 6:30 pm

Day 2: Wednesday, November 2, 2016

Breakfast & Registration: 7:30 – 8:25 am

Welcome Back: 8:25 – 8:30 am

Greg Lau, Conference Program Director, The Conference Board

K: 8:30 – 9:30 amEffective Shareholder Engagement: The Corporate PerspectiveLearn from a panel of HR professionals, compensation consultants and other advisors how to design a best-in-class shareholder engagement program.

Moderator:Christopher Wightman, Partner, CamberView PartnersSpeakers:Timothy Bartl, Chief Executive Officer and President,

Center On Executive CompensationIrving S Gomez, Assistant Corporate Secretary & Managing

Counsel, Corporate Legal Group, Intel Corporation

L: 9:30 – 10:30 amIn Their Own Words: What Do Investors Really Want?A panel comprised of various investors describing what they are looking for in terms of executive compensation programs and shareholder outreach.

ModeratorKen Hugessen, Partner, Hugessen Consulting

Speakers:Drew Hambly, Executive Director, Corporate Governance,Morgan Stanley Investment Management, Global Equity GroupSarah Teslik, Of Counsel, Joele Frank, Wilkinson, Brimmer, KatcherMatthew DiGuiseppe, Director, Stewardship & Corporate

Governance, TIAA

Networking Refreshment Break: 10:30 – 10:45 am

M: 10:45 – 11:45 amThoughts on key developments in executive compensation and governance.Professor Leblanc will draw from his bestselling book “The Handbook of Board Governance” to discuss developments in pay governance including board composition, director pay, tenure, diversity, risk, activism, proxy access, pay ratios, clawbacks, linking pay to ESG and trends in the UK and EU that may come to the US soon. Each attendee will receive a copy of his book.

Speaker:Professor Richard Leblanc Director, Masters in Financial

Accountability Program, York University, Toronto

N: 11:45 am – 12:30 pmAIP PlansThis session will provide participants with an overview of everything new and interesting in the world of annual incentive plans:

• Updates on any movements on performance targets and predictions about 2016 payout levels

• Selecting performance metrics that align with strategic objectives, including data about popular performance metrics

• Determining appropriate performance targets, including approaches for handling challenging performance target scenarios (for example, inability to responsibly model future performance, how to handle FX issues, what to do when strategic plan calls for performance levels below those required last year) and how many metrics the plan should include

• The slope of the payout curve• Sharing ratio: how much of profits should you be giving away?

Speakers:Joseph Sorrentino, Managing Director, Steven Hall & PartnersDavid Allegood, Director, Global Compensation

Chicago Bridge & Iron Company

O: 12:30 – 1:00 pmReview The Conference Board’s 2016 CEO and Executive Compensation Practices ReportThe session will present the key findings from the new edition of The Conference Board’s CEO and Executive Compensation Practices research, a review of 5 years of data on compensation disclosure across the Russell 3000 and the S&P 500. The presentation will illustrate detailed benchmarking, with data segmentations by market index, industry and company size. Copies of the report will be available to attendees.

Speakers:Lisa Hunter, Program Director, The Conference BoardGreg Lau, Head, Board Advisory Practice, RSR Partners

Wrap Up: 1:00 – 1:15 pmWhere do we go from here?Speaker:Steve Hall, Founding Partner and Managing Director,

Steven Hall & Partners

www.conferenceboard.org/execcomp©2016 The Conference Board, Inc. All rights reserved.Program subject to change. October 2016

REGISTRATION INFORMATION

Online www.conferenceboard.org/execcompEmail customer.service@conferenceboard.org Phone 212.339.0345

8:30 am –5:30 pm ET, Monday – Friday

Fees do not include hotel accommodations.

LocationThe Conference Board Conference Center 845 Third Avenue (Between 51st and 52nd St), 3rd Floor New York, NY 10022 Customer Service 212.339.0345

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.

Pricing:

Members $2,295

Non – Members $2,895