Executive Compensation Issues of the Moment

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This seminar will discuss legal developments and pay practice trends relevant to public companies in this year’s proxy season, including evolutions in corporate governance (ISS and Glass Lewis), director pay limits, equity plan issues, say-on-pay responses and proxy disclosure.  Our panelists will also discuss the SEC’s final rules on CEO pay ratio disclosure, including whether or how this should be addressed in this year’s proxy.  Finally, our panelists will address the proposed SEC clawback regulations, and examine the federal tax and employment law issues that arise in implementing a clawback policy.

Educational Objectives:
Webinar participants will:
• Gain insight into “hot button” issues for this proxy season, together with practical tips on communicating company executive compensation programs to shareholders
• Learn to develop a plan for implementing the CEO pay ratio rules, which will go live with the 2018 proxy season
• Learn which elements of compensation are subject to clawbacks under the proposed SEC rules, how executive pay will be affected in the case of a restatement, and how to draft and implement a clawback policy that minimizes the risk of shareholder suits

Who would benefit most from attending this program?
In-house counsel, corporate officers, compensation committee members, corporate governance and executive compensation attorneys in private practice, human resources professionals handling executive compensation matters, and others involved in corporate governance and the preparation of proxy disclosures for public companies. 



Ms. Jeanie Cogill is a partner in Morgan Lewis’s Employee Benefits and Executive Compensation Practice.  She practices in the executive compensation, pension plan investments, and employee benefits areas of law.  Ms. Cogill advises public and private companies on all aspects of executive compensation arrangements, including equity incentive programs, golden parachute arrangements, performance incentive arrangements, severance programs, and nonqualified deferred compensation plans.  She also regularly advises public and private companies and private equity clients in connection with executive compensation and employee benefits issues arising in the context of mergers, acquisitions, spin-offs, restructurings, and similar corporate transactions.  She advises banks, broker-dealers, and other financial services clients on the fiduciary responsibility provisions of ERISA, including considerations associated with the structuring, developing, and offering of financial products and services to ERISA plans.  In addition, Ms. Cogill represents investment managers, hedge funds and private equity funds, and their principals, in connection with fund structuring for ERISA and operation compliance with ERISA, providing counsel on fiduciary responsibility, prohibited transaction, VCOC, REOC, and other plan assets issues.

Ms.Cogill is admitted to practice in New York. She received her Bachelor of Laws from University of Sydney Law School and B.A. from University of Sydney. 


Ms. Rani Doyle is a partner in Morgan Lewis’s Corporate and Business Transactions Practice.  She counsels public and private clients on securities law, corporate governance, disclosure, and other regulatory matters.  Ms. Doyle also handles capital markets transactions.  With the knowledge she gained as a Special Counsel with the Securities Exchange Commission (SEC) and her background as co-general counsel for a publicly traded global asset management company, Ms. Doyle guides clients through the registration process, including for initial public offerings, and advises on SEC-related disclosure and financial reporting issues and the formulation and implementation of governance and compliance policies and practices.

Ms. Doyle is admitted to practice in the District of Columbia, New Jersey and New York.She received her J.D. from New York Law School and her B.A. from Rutgers University. 


Ms. Mims Maynard Zabriskie is a partner in Morgan Lewis’ Employee Benefits and Executive Compensation Practice.  She advises on complex executive compensation and employee benefit plan matters, including the design, negotiation, and implementation of executive compensation, equity compensation, and tax-qualified retirement plans and shareholder approval of equity plans.  Ms. Zabriskie counsels large publicly and privately owned businesses, including Fortune 500 enterprises, technology companies, and universities on a range of legal issues related to executive compensation governance and employee benefit plans.  She also advises on benefits and executive compensation issues that arise during major corporate transactions, including mergers and acquisitions, sales, IPOs, and spinoffs.  Co-leader of Morgan Lewis’s Executive Compensation Task Force, Ms. Zabriskie advises corporations and compensation committees with respect to governance issues relating to executive compensation and works with corporations and executives to design and negotiate employment agreements, severance agreements, and change of control agreements for key executives.  She advises companies with respect to equity compensation plans, deferred compensation and other executive plans, and change of control agreements in preparation for sales or public offerings.

Ms.Zabriskie is admitted to practice in Pennsylvania and Virginia.She received her J.D. from University of Virginia School of Law and her B.A. from Vanderbilt University.