Harvard Convenes the Executive Compensation Roundtable

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.


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