Chapter 31. Conclusions

1. Key Lessons & Looking Forward

While executive compensation is subject to considerable external scrutiny, and any compensation c...

2. Authors and Editors

Authors and Editors Eric Hosken, Partner New York [email protected] ...

Introduction

Joining the Compensation Committee

The Compensation Committee Chair

The Compensation Committee Charter

The Annual Committee Process

1. Agenda, Committee Composition & Attendance

2. Conducting Meetings

1. The Expanded Role of the Committee

2. Leadership Development and Succession Planning

1. Compensation Consultants

2. Consultant Independence

3. Single-Consultant vs. Dual-Consultant Model

4. What to Look for in a Consultant

Compensation Objectives

1. Target Pay Positioning & Definition of Competitive Market

2. Pay Mix, Internal Equity, & Pay-for-Performance

Peer Groups

1. Target Annual Incentive Opportunity & Annual Incentive Payout Range

2. Performance Metrics

3. Performance Goals & Ranges

1. Long-Term Incentive Opportunity & Mix

2. Long-Term Incentive Vehicles

3. Denomination of Award & Performance Period

4. Performance Measures

5. Form of Settlement & Termination Treatment of Long-Term Incentive Compensation

Executive Perquisites

Executive Retirement Benefits

Deferred Compensation

Internal Revenue Code (IRC) Section 409A

1. Employment Agreements

2. Executive Severance

1. Stock Ownership Guidelines & Holding Requirements

2. Clawbacks, Hedging & Pledging

1. CEO Pay-Setting Process

2. Proxy Advisor Approaches

Compensation Disclosures

1. Director Compensation Philosophy

2. Director Compensation Design

Compensation Risk Review

Private Company Executive Pay Governance

1. Designing the Pay Program

2. Other Considerations

Venture Capital-Backed Companies

Private Equity-Backed Companies

Preparing Pay Programs for IPO

1. Key Issues for the Acquiring Company Compensation Committee

2. Key Issues for the Target/Acquired Company

1. Establishing Transitional Compensation Arrangements

2. Understanding and/or Modifying Outstanding Compensation Arrangements

3. Developing Future Compensation for SpinCo

4. Modifying Compensation Programs for ParentCo Following Spin-Off

1. Key Lessons & Looking Forward

2. Authors and Editors

Chapter 31. Conclusions

1. Key Lessons & Looking Forward

2. Authors and Editors

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