SEC’s Proposed CEO Pay Ratio Proxy Rules

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Publicly traded companies are expected to expend large sums of money in order to comply with the U.S. Securities and Exchange Commission’s CEO pay ratio rules, yet the usefulness of the new disclosures to shareholders remains unclear.

This program will provide current information about the proposed CEO pay ratio rules issued under Section 953(a) of the Dodd-Frank Act and will summarize the many comments received by the SEC both in support of and against the proposed rules. The topics focused on will elevate attendees’ technical knowledge of the proposed CEO pay ratio rules and will provide a practical understanding of the issues and challenges of complying with the rules, for both domestic U.S. companies and companies with international operations.

The faculty, comprised of a corporate securities attorney, an executive compensation and benefits attorney, and a compensation consultant, all have expertise in advising publicly traded companies on proxy disclosures and shareholder relations issues. They will discuss the manner in which a publicly traded corporation may develop a comprehensive strategy to comply with the CEO pay ratio rules in the first year of implementation and beyond, as well as the types of issuers that are likely to be exempt from these burdensome rules.

Educational Objectives:
• Learn the requirements of the proposed CEO pay ratio rules.
• Understand the nuances of what the proposed rules require.
• Consider methodologies for implementing the proposed rules.
• Hear about what companies and their advisors are doing to prepare for the new rules.
• Understand the burdens placed on publicly traded companies by the proposed rules and the potential impact on shareholders and the media.

Who would benefit most from attending this program?
Attorneys advising publicly traded corporations; in-house counsel and chief legal counsel for publicly traded corporations; CEOs, COOs and senior human resource officers; compensation committee members of boards of directors; compensation consultants.



John Gorman is a partner in the Washington, D.C. firm Luse Gorman. He is a former Special Counsel to the Chief Counsel for the Corporation Finance Division of the Securities and Exchange Commission (SEC). Since leaving the SEC, Mr. Gorman has specialized in providing both transactional and general corporate and securities law advice to public companies. He regularly advises management and boards of directors in connection with public and private offerings of securities, merger and acquisition transactions, proxy and annual meeting regulation (including the rules regulating communications among shareholders), corporate governance matters, and executive compensation.

Mr. Gorman served as a Commissioner on the 2004 NACD Blue Ribbon Commission on Board Leadership. He is a director of SmartPros Ltd., a NASDAQ traded company providing accredited professional education and corporate training, and serves as a member of the organization’s audit committee and as chairman of its compensation committee.

Mr. Gorman earned a J.D. from Vanderbilt University School of Law and a B.S. from Brown University. He is admitted to practice in New York and the District of Columbia.


Norma Sharara is a partner in the Washington, D.C. firm Luse Gorman. She has more than 20 years of experience in the executive compensation and employee benefits fields. She has counseled management and boards of directors on non-qualified deferred compensation plans, incentive and equity plans, employment and change in control agreements and ERISA fiduciary duties. Ms. Sharara advises clients both in the context of on-going compliance and in mergers and acquisitions.

Ms. Sharara earned a J.D. from the University of Maryland School of Law and a B.A. from American University. She is admitted to practice in the District of Columbia and Maryland.



Jan Koors, Managing Director and head of Pearl Meyer’s Chicago office, joined the firm in 2001. She has more than 20 years of experience in all areas of executive compensation, including value-based annual and long-term incentive plans, salary structure development, subsidiary pay programs and performance measure selection. Ms. Koors has consulted extensively in the retail, apparel and consumer goods sectors.

Prior to joining Pearl Meyer, Ms. Koors was a Principal at SCA Consulting. She also previously worked in the compensation consulting practices of Towers Perrin and PricewaterhouseCoopers. A member of the faculty for the NACD Directors Institute programs, Ms. Koors earned an A.B. from Wellesley College.