Preparing for the 2017 Proxy Season

November 10, 2016Nasdaq Entrepreneurial Center | San Francisco, CA

Featured Speakers

Keynote: Troy ParedesFormer Commissioner U.S. Securities and Exchange Commission

Chad PerryGeneral Counsel Tanger Outlet Centers

Shelly CarlinVice President Center On Executive Compensation

Eileen SchlossEVP, Human Resources Medidata

Kirsten MarrinerSVP & Chief People Officer Clorox

James WhiteBoard Member Panera Bread and DeVry Education Group

Aeisha Mastagni Portfolio Manager, Corporate Governance CalSTRS

Brit WittmanDirector, Executive Compensation Intel Corp.

Bob McCormickChief Policy Officer Glass Lewis & Co.

Charles YamaroneBoard Member El Paso Electric and United Continental Holdings

“It’s a balance of gaining knowledge, gaining confidence in what you’re doing and networking.”

- Past Forum Attendee

Additional Speakers

John BornemanManaging Director Semler Brossy Consulting Group

Megan Arthur Schilling PartnerCooley

David ChunChief Executive OfficerEquilar, Inc.

Ron Schneider Director, Corporate Governance RR Donnelley

Eric HoskenPartner Compensation Advisory Partners

Linda SteffenLead ConsultantMeridian Compensation Partners

Jeff JoycePartnerPay Governance

Bernee StromFounder & Executive ChairmanWebTuner Former Board Member Polaroid Corp. and Hughes Electronics

TK KerstetterHostInside America’s Boardrooms

David SwinfordPresident & CEOPearl Meyer

Doreen LilienfeldPartner Shearman & Sterling

Jeff ThomasVice President Nasdaq

Anne RuddyPresident & CEOWorldatWork

James VaughanPrincipal Mercer

Agenda

8:00 a.m. – 8:45 a.m.Breakfast and Registration

8:45 a.m – 9:00 a.m.Welcome

9:00 a.m. – 9:50 a.m.The Future of Exec Comp: Regulatory Updates and Expectations for 2017

What can companies expect from the SEC post-election? Industry advisers will provide comprehensive insights on the final Dodd-Frank rules for CEO pay ratio, pay for performance disclosure, clawbacks and other outstanding regulatory items. In addition, the panel will weigh in on compensation-related litigation.

9:50 a.m. – 10:40 a.m.Myths and Realities of Peer Group Selection and Benchmarking Data Sources

Peer groups come under investor scrutiny for a variety of reasons. Obtain advice on how to select the most relevant peers and make the most of the process to drive strategic and defendable compensation decisions.

10:40 a.m. – 11:00 a.m.Networking Break

11:00 a.m. – 11:45 a.m.Leveraging Resources: How Compensation Committees Can Get the Most out of HR and Consultants

Obtain multiple perspectives on how compensation committees can establish the most effective and beneficial relationships with their internal HR and compensation teams and outside compensation consultants and advisors. Ensure your committee is prepared to make the best decisions related to executive compensation, talent management and CEO succession planning.

11:45 a.m. – 12:15 p.m. Table Talk: Peer Insights on Compensation Challenges

Attendees will divide into small groups to discuss issues related to board compensation and compensation considerations in CEO succession planning.

12:15 p.m. – 1:30 p.m. Lunch and Keynote

Troy ParedesFormer Commissioner U.S. Securities and Exchange Commission

1:30 p.m. – 2:20 p.m.You Might Lose Your Say on Pay Vote If…

This panel will evaluate compensation-related shareholder proposal trends and proxy advisor scrutiny around pay for performance and equity approval. Gain a better understanding of the red flags investors and proxy advisors may find and best governance practices to avoid a poor Say on Pay vote.

2:20 p.m. – 2:40 p.m.Networking Break

Agenda

` NEW interactive Business Card Exchange feature allows attendees to trade contact information through their smartphone camera.

With attendee networking as a cornerstone of the Forum, all attendees will have access to Equilar Engage – a new platform that revolutionizes the way executives connect at events.

2:40 p.m. – 3:30 p.m.Paying for Performance: How to Set Incentive Goals and Measure Value Creation

This panel will share insights on the processes different companies go through to determine the right incentives to support their corporate business models and strategies. Panelists will discuss TSR and other relevant metrics and weightings for long-term incentives, as well as how market volatility impacts goal setting. Learn how to achieve pay for performance alignment while balancing the appropriate level of risk-taking.

3:30 p.m. – 4:20 p.m.Interpreting Your Pay Program: Disclosure Trends and Best Practices

Shareholder engagement is an ongoing focus in board governance. This panel will help you prepare for the 2017 proxy season with tips to improve your CD&A and utilize it as an effective tool to communicate your pay program. In addition, gain tangible feedback on other proxy-related best practices.

4:20 p.m. – 4:30 p.m.Closing Comments

4:30 p.m. – 5:30 p.m.Networking Reception

Agenda

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Registration is Limited!

Visit: equilar.com/CCF

Call: (877) 441-6090

VenueNasdaq Entrepreneurial Center 505 Howard Street, San Francisco, CA

► Equilar Client Rate: $947 (50% Discount)

► Non-Client Rate: $1,895

► Service Provider Rate: $2,495

Registration

Why You Should Attend

The Equilar and Nasdaq Compensation Committee Forum is a comprehensive, one-day program for public company board members, chief HR officers, senior compensation executives and general counsel.

Network with peers and gain firsthand insights to help your board establish an executive compensation program that meets both management’s and investors’ expectations.

You’ll leave the event with a better understanding of how to:

Utilize the peer group selection process to drive more strategic pay decisions

Effectively set short- and long-term incentive goals and measure value creation

Leverage internal and external resources to make more informed pay evaluations

Maximize shareholder support for your compensation plan

Equilar, Inc.1100 Marshall Street Redwood City, CA 94063

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