SEC’s Pay Ratio Disclosure Rule for CEO and Median Employee Compensation

Data Gathering, Calculation Methodologies, Preparing for Heightened Stakeholder Scrutiny

A live 90-minute CLE webinar with interactive Q&A


Tuesday, October 10, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will provide guidance to executive compensation, corporate counsel and SEC for preparing clients to comply with the SEC’s new Pay Ratio Disclosure Final Rule, for compensation paid in fiscal years beginning Jan. 1, 2017. Most public companies will need to include this disclosure in their 2018 proxy statements. The panel will discuss practical steps employers should take now to begin calculating compensation for their CEO and median-paid employee, including the use of statistical sampling and other reasonable calculation methodologies.

Description

The SEC’s Pay Ratio Disclosure Final Rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act mandates that public companies disclose the total pay of the CEO and median-paid employee and the ratio between the two. 

The SEC also published several Compliance & Disclosure Interpretations (CDIs) to provide guidance to companies on designing the methodologies used to calculate their pay ratio.

SEC, corporate and Executive compensation counsel must guide clients in complying with the new rule and understanding its implications, including the definition of “compensation,” statistical sampling and other reasonable measures to identify median employee pay, and calculating the pay ratio. 

Counsel must also educate a client company's board of directors on the new rule and potential fallout from the pay ratio disclosure and develop approaches for “unveiling” the disclosure to employees, regulators, unions and other stakeholders.

Listen as our authoritative panel discusses the new SEC Pay Ratio Disclosure Final Rule, its impact for executive compensation and corporate counsel and their clients, and best practices for complying with the rule, making the required disclosure, and responding to heightened scrutiny of pay practices.

Outline

  1. Overview of rule
    1. Affected companies
    2. Key requirements
  2. Calculating compensation for CEO and median employee (methodologies, assumptions, exceptions)
  3. Preparing for heightened scrutiny of compensation by employees, regulators, unions and other stakeholders

Benefits

The panel will review these and other key issues:

  • What does the SEC’s Pay Ratio Disclosure Final Rule require?
  • What do companies need to disclose?
  • How is the median employee determined?
  • How should public companies go about determining total compensation for their median employee? What compensation adjustments are allowed?

Faculty

Matthew B. Grunert, Partner
Andrews Kurth Kenyon, Houston

Mr. Grunert’s practice focuses on compensation and benefits matters, including advising clients with respect to related issues regarding executive compensation, equity compensation plans and award agreement, M&A transactions, capital market transactions and credit and financing arrangements.

Laura D. Richman, Counsel
Mayer Brown, Chicago

Ms. Richman’s wide-ranging corporate and securities practice has a strong focus on corporate governance issues and public disclosure obligations. Her practice includes Securities and Exchange Commission reports, such as proxy statements and annual, quarterly and current reports. She advises on executive compensation disclosure, insider trading regulation and Dodd-Frank and Sarbanes-Oxley compliance. In addition, her practice includes representing clients on transactions such as securities offerings and mergers and acquisitions, as well as providing general securities, corporate, limited liability company and contract advice.

Elizabeth A. Gartland, Esq.
Fenwick & West, San Francisco

Ms. Gartland focuses her practice on compensation and employee benefits matters for public and private companies that arise in connection with corporate governance, mergers and acquisitions, initial public offerings and compensation design. She also advises clients regarding structuring their compensation arrangements, including compliance with Section 409A, Section 280G and other related tax and securities laws. Prior to rejoining Fenwick & West, Ms. Gartland was a member of the legal team at Adobe Systems Inc.


Live Webinar

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

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The seminar reinforced information and explained issues in a clear manner without being either too elementary or too technical.

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Special Counsel

Schulte Roth & Zabel

Judith (Jude) Biggs

Partner

Holland & Hart

Joshua Davis

Director

Goulston & Storrs

Barbara E. Hoey

Partner

Kelley Drye

Jeffrey Hollingsworth

Partner

Perkins Coie

Diana L. Hoover

Partner

Hoover Kernell

Paul J. Kennedy

Shareholder

Littler Mendelson

Marcia Nelson Jackson

Partner

Wick Phillips

William C. Martucci

Partner

Shook Hardy & Bacon

Laura Foote Reiff

Shareholder

Greenberg Traurig

Eugene Scalia

Partner

Gibson Dunn & Crutcher

Peter Steinmeyer

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Epstein Becker & Green

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Partner

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Todd D. Wozniak

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Greenberg Traurig

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