The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Executive Compensation last Thursday, November 6. The event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, are set out below.
The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was sponsored by Pearl Meyer & Partners. In addition to Pearl Meyer & Partners, the Roundtable was supported by a number of co-sponsors (listed here), the supporting organizations of the Program on Corporate Governance (listed on the program site here), and the institutional members of the Harvard Institutional Investor Forum (listed here).
The Roundtable sessions focused on both the process for determining executive compensation, and on substantive pay arrangements. The Roundtable discussion on issues relating to the process of determining executive compensation included discussion of the work of proxy advisors and their interaction with investors and issuers, engagement between issuers and investors themselves and compensation disclosure issues. The Roundtable then moved to a discussion of the substantive terms of compensation arrangements, including compensation levels, composition, and structures. Issues that were considered included the choice of peer groups, the composition of long-term and short-term incentive pay and contractual provisions such as claw-backs and golden parachutes.
The participants in the Harvard Roundtable on Executive Compensation included:
Joseph E. Bachelder, Special Counsel, McCarter & English, LLP
Jim Barrall, Co-Chair of Benefits and Compensation, Latham & Watkins LLP
Lucian Bebchuk, Friedman Professor of Law, Economics and Finance, Harvard Law School
Lydia I. Beebe, Corporate Secretary and Chief Governance Officer, Chevron Corporation
Kristen M. Benson, Senior Vice President, Associate General Counsel and Corporate Secretary, Ventas, Inc.
Marian S. Block, Vice President and Associate General Counsel, Lockheed Martin
Glenn Booraem, Principal, Vanguard Group
Gloria Bowden, Associate General Counsel and Corporate Secretary, The Coca-Cola Company
Carol Bowie, Head of Research – Americas, ISS
Stephen Brown, CEO, Society of Corporate Secretaries & Governance Professionals
Maureen Bujno, Director, Deloitte LLP Center for Corporate Governance
Lawrence Cagney, Partner, Debevoise & Plimpton LLP
John J. Cannon III, Partner, Shearman & Sterling LLP
Dick E. Cavanagh, Adjunct Lecturer in Public Policy, Harvard Kennedy School
John Coates, John F. Cogan, Jr. Professor of Law and Economics and Research Director, Program on the Legal Profession, Harvard Law School
Eileen Cohen, Managing Director, J.P. Morgan Asset Management
Arthur Crozier, Chairman, Innisfree M&A
Scott Davis, Partner, Mayer Brown LLP
Stephen Davis, Associate Director and Senior Fellow Harvard Law School Programs on Corporate Governance and Institutional Investors, Harvard Law School
David Eaton, Vice President of Proxy Research, Glass Lewis
Renata J. Ferrari, Partner, Ropes & Gray LLP
Matthew Filosa, Assistant Vice President, Corporate Governance & Proxy Voting Manager, MFS Investment Management
Jesse Fried, Dane Professor of Law, Harvard Law School
Edward Gehl, Director, Fidelity Investments
Todd Gershkowitz, Senior Vice President, Global Head of Total Rewards & Shared Services, State Street Corporation
Charles A. Grace, Associate General Counsel, EMC Corporation
Nancy Hamilton, Deputy General Counsel, Corporate Governance and Mergers & Acquisitions, Monsanto Company
Scott Hirst, Associate Director, Program on Institutional Investors, Harvard Law School
Erik Hoover, Corporate Secretary, DuPont
Beth Ising, Partner, Gibson Dunn & Crutcher LLP
Bess Joffe, Managing Director, Corporate Governance, TIAA-CREF
Paula A. Johnson, Executive Vice President, Legal, General Counsel and Corporate Secretary, Phillips 66
John P. Kelsh, Partner, Sidley Austin LLP
Arthur H. Kohn, Partner, Cleary, Gottlieb, Steen & Hamilton LLP
Kyoko Lin, Partner, Davis Polk & Wardwell LLP
Jim Lootens, Corporate Secretary and Deputy General Counsel, Eli Lilly and Company
Jenna Marshall, Principal, Corporate Governance Analyst, State Street Global Advisors
Colleen McIntosh, Senior Vice President, Corporate Secretary and Assistant General Counsel, CVS Health Corporation
Michael McCauley, Senior Officer, Investment Programs & Governance, Florida State Board of Administration
Robert McCormick, Chief Policy Officer, Glass Lewis & Co.
Cynthia Nastanski, Senior Vice President, Corporate Law and Office of the Corporate Secretary, Pepsico
Daniel K. Oh, Vice President, CGRI Americas, BlackRock
Daniel C. Ong, Portfolio Manager, Dimensional Fund Advisors
Henrik P. Patel, Partner, White & Case LLP
Mark Preisinger, Director of Corporate Governance, The Coca-Cola Company
Brandon Rees, Deputy Director, Office of Investment, AFL-CIO
Brian D. Robbins, Partner, Head of Executive Compensation and Employee Benefits Practice Group, Simpson Thacher & Bartlett LLP
Kurt Schacht, Managing Director, Standards and Financial Market Integrity, CFA
Erica F. Schohn, Partner, Skadden, Arps, Slate, Meagher & Flom, LLP
Wendy Skjerven, Vice President and Deputy Corporate Secretary, The Travelers Companies, Inc.
Gregory W. Smith, Executive Director, CEO, Colorado PERA
Scott P. Spector, Chair, Executive Compensation Group, Fenwick & West LLP
David N. Swinford, President & CEO, Pearl Meyer & Partners
Dieter Waizenegger, Executive Director, CtW Investment Group
Paul Washington, Senior Vice President, Deputy General Counsel and Corporate Secretary, Time Warner, Inc.