The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Executive Compensation & Corporate Governance last Wednesday, October 21, 2015. The event brought together for a roundtable discussion 62 prominent experts with a wide range of perspectives on the subject, including senior officers from leading institutional investors (both mutual funds and public pension funds) with aggregate assets under management exceeding $13 trillion, and from significant issuers, prominent advisors, and academics. Participants in the event, and the topics of discussion, are set out below.
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, such as pay-for-performance disclosure and pay-ratio disclosure. 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 composition of long-term and short-term incentive pay and contractual provisions such as claw-backs and hedging policies. The Roundtable ended with a discussion of current issues in corporate governance, including lessons from the 2015 proxy season, current thinking on engagement with investors, and proxy access.
The Roundtable was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, and 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 participants in the Harvard Roundtable on Executive Compensation & Corporate Governance included:
James Andrus, Portfolio Manager, California Public Employees’ Retirement System
Joseph Bachelder, Special Counsel, McCarter & English
Lucian Bebchuk, Friedman Professor of Law, Economics, and Finance, Harvard Law School
Amy Blackman, Partner, Fried Frank
Glenn Booraem, Principal & Fund Treasurer, Vanguard Group
Gloria Bowden, Associate General Counsel and Secretary, The Coca-Cola Company
Lawrence Cagney, Partner, Debevoise & Plimpton
David Chun, CEO & Founder, Equilar
Eileen Cohen, Managing Director, J.P. Morgan Asset Management
Joan Conley, Senior Vice President and Corporate Secretary, Nasdaq
Isaac Corré, CEO, Governor’s Lane
Arthur Crozier, Chairman, Innisfree M&A
Stephen Davis, Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School
Matthew Diguiseppe, Director, Corporate Governance, TIAA-CREF
Renata Ferrari, Partner, Ropes & Gray
Matthew Filosa, Vice President, Corporate Governance & Proxy Voting, MFS Investment Management
Edmond FitzGerald, Partner, Davis Polk & Wardwell
Sandra L. Flow, Partner, Cleary Gottlieb Steen & Hamilton
Peggy Foran, Chief Governance Officer, VP and Corporate Secretary, Prudential Financial
Joshua Friedman, Special Counsel, Cooley
Edward Gehl, Director, Investment Proxy Research, Fidelity Management & Research Co.
Richard Grossman, Partner, Skadden
Assaf Hamdani, Visiting Associate Professor of Law, Harvard Law School
Nancy Hamilton, Deputy General Counsel, Corporate Governance and Mergers & Acquisitions, Monsanto Company
Scott Hirst, Associate Director, Program on Institutional Investors, Harvard Law School
Debra Hoffman, Partner, Mayer Brown
Paula Johnson, Executive Vice President, Legal, General Counsel and Corporate Secretary, Phillips 66
Ira Kay, Managing Partner, Pay Governance
Michael Kesner, Principal, Deloitte
Gwen Le Berre, Director – Proxy & Governance, Charles Schwab Investment Management
Stuart R. Levine, Director, Broadridge
Amy Lissauer, Vice President, Evercore Partners
Paula Loop, Leader, Center for Board Governance and the Investor Resource Institute, PricewaterhouseCoopers
Jim Lootens, Secretary and Deputy General Counsel, Eli Lilly
Michael Ma, Senior Associate, Sustainable Investing, Canada Pension Plan Investment Board
Jenna Marshall, Principal, Corporate Governance Analyst, State Street Global Advisors
Aeisha Mastagni, Portfolio Manager, California State Teachers’ Retirement System
Robert McCormick, Chief Policy Officer, Glass Lewis & Co.
Lynn McCreary, Chief Legal Officer, General Counsel, Fiserv, Inc.
Kerri Morey, Assistant General Counsel, Lockheed Martin
Meryl Murtagh, Investment Counsel Corporate Governance Attorney, North Carolina Department of State Treasurer
Cynthia Nastanski, Senior Vice President, Corporate Law and Deputy Corporate Secretary, PepsiCo
Lyndon Park, Governance Analyst, BlackRock
George Paulin, Chairman, Head of Los Angeles Office, Frederic W. Cook & Co.
Corey Perry, Partner, Sidley Austin
Sean Quinn, Executive Director, ISS
Brandon Rees, Deputy Director, Office of Investment, AFL-CIO
Meaghan Repko, Partner, Joele Frank
Carey Roberts, Deputy General Counsel, Chief Compliance Officer & Corporate Secretary, Marsh & McLennan Companies
Luz Rodriguez, Director, Corporate Governance and Legal Services, Colorado PERA
Gloria Santona, Executive Vice President, General Counsel and Secretary, McDonald’s Corporation
Nikolai Schjold, Senior Analyst, Active Ownership, Norges Bank Investment Management
Linda Scott, Managing Director, Associate Corporate Secretary, JPMorgan Chase
Kim Sinatra, Executive Vice President and General Counsel, Wynn Resorts
Scott Spector, Chair, Executive Compensation & Employee Benefits, Fenwick & West
Darla Stuckey, President & CEO, Society of Corporate Secretaries and Governance Professionals
Sunil Suri, Portfolio Manager, Dimensional Fund Advisors
Richard Thomas, Director, Lazard
Shane M. Tucker, Partner, Vinson & Elkins
Charles C.Y. Wang, Assistant Professor of Business Administration, Harvard Business School
John White, Partner, Cravath, Swaine & Moore
Lori Zyskowski, Partner, Gibson Dunn & Crutcher