Harvard Convenes the 2015 Executive Compensation & Corporate Governance 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 & 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

 

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