Read 999012-2 Executive Comp 5.8-9,6.5-6.2012.indd text version

The 2012

Executive Compensation Conference

Navigating the Management/Shareholder Partnership -- Making Performance Really Matter

May 8­9, 2012 Sofitel Chicago Water Tower June 5­6, 2012 InterContinental Barclay New York

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Network with leading directors and senior executives Balance governance standards, investor concerns and sound business strategy Tailor compensation design to unique company needs

Sponsored by

Benefits of attending

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Network with leading directors and senior executives Build a partnership among management, directors and shareholders Adopt new approaches to assessing pay/performance relationships Balance governance standards, investor concerns and sound business strategy Tailor compensation design to unique company needs

Who should attend Compensation committee members and senior executives who are accountable to shareholders of major corporations

Advisory Board

Marc Buchsbaum Vice President Compensation Benefits and HRIS Johnson Controls, Inc. Robert J. Centonze Vice President Global Compensation & Benefits Campbell Soup Company Melanie Filas Vice President, Compensation Cardinal Health Dominique Grau Vice President Human Resources, Compensation & Benefits and HR Services Agilent Technologies David G. Kristoff Vice President Compensation Newmont Mining Corporation Jane Liston Director Executive Compensation Lockheed Martin Corporation Miles W Meyer Vice President Compensation, Benefits & Shared Services Kellogg Company Chris Popadic Senior Director Global Compensation & Payroll GTECH Anne Szostak Compensation Committee Chair Spherion Corporation Compensation Committee Member Tupperware Brands Corp. ChoicePoint Corp. Douglas J. Van Tornhout Executive Director Compensation & Benefits Purdue Pharma, LP William T. Tompkins Head of Total Rewards & Mobility The Coca-Cola Company William T. Yankovitch Vice President Human Resources and Administration P.H. Glatfelter Company

May 8, 2012 ­ Chicago / June 5, 2012 ­ New York

registration and continental breakfast 8­9 am welcome and audience polling 9­9:30 am

You and your colleagues in the audience identify issues to be discussed during the conference and provide answers to some pertinent, current and interesting questions. Yale D. Tauber, Program Director, The Conference Board

a 9:30­10:30 am

The Key to Everything: Getting CEO Pay Right

· The essentials ­ setting appropriate payout opportunities, timelines, performance targets and peer groups · Context matters ­ incumbent CEOs vs. internal promotions vs. external hires · Frameworks for incenting the behaviors that will achieve sustainable success · Balancing performance orientation and the need to attract and retain the right talent · Dealing with "third rail" issues -- 280G gross-ups, perks, employment contracts Panel Moderator Russell Miller, Founder and Managing Director ClearBridge Compensation Group, LLC Panelists Dominique Grau, Vice President Human Resources, Compensation & Benefits and HR Services, Agilent Technologies New York Only M. Shan Atkins, Compensation Committee Chair, Pep Boys, Compensation Committee Member, Tim Hortons Inc. Chicago Only Michael J. Berthelot, Compensation Committee Chair, Fresh Del Monte Produce Inc. and Compensation Committee Member, Pro-Dex Inc.

networking refreshment break 10:30­10:45 am b 10:45­11:45 am

What Pay for Performance Really Means ­ Implications for Plan Design, Metrics, Goals

· Do performance plans really drive value creation or just create pay value? · Pay for what performance? (selecting metrics and setting performance goals) · What to do when business conditions make incremental performance over the preceding period unrealistic · Choosing between internal vs. relative goals, absolute formulae vs. discretion and operational goals vs. shareholder return · What influence should the need to retain talent play? Yonat Assayag, Partner, ClearBridge Compensation Group, LLC Carl J. Stegman, Senior Vice President Product Management Fidelity Stock Plan Services Erich Barnes, Senior Director, Compensation, Citrix Systems

Call Customer Service at 212 339 0345

c 11:45 am­1:45 pm

Luncheon Keynote Address: Why Executive Pay Is Important to Investors

As investors have become more sensitive to the implications of executive pay governance, they have insisted on an appropriate sharing of business risks and rewards between shareholders and management. An investor discusses how compensation committees should utilize detailed and reliable analyses and metrics to connect the dots. Glenn W. Welling, Founder and Chief Investment Officer, Engaged Capital, LLC

d 1:45­2:30 pm

Say-on-Pay Lessons Learned

· · · · Changes and new developments evidenced in filings over the last two years Failed proxy advisers' recommendations but prevailed on the vote Failed the vote and now in court Update on status of SEC rulemaking re: pay/performance and pay disparity disclosures, independence standards, clawbacks, anti-hedging policies · Proxy adviser recommendations and guidance for 2012 Mark A. Borges, Principal, Compensia, Inc. Steven H. Hinden, Vice President, Executive Compensation, American Express Paul J. Wessel, Esq., Department Chair, Executive Compensation & Employee Benefits Milbank, Tweed, Hadley & McCloy LLP Amy M. Wood, Cooley LLP

Get Engaged Workshops-Concurrent Sessions

· Effectively engaging shareholders in the Say-on-Pay process · Navigating the minefield: working with institutional proxy advisers and your own shareholders · Drafting your CD&A in plain English to explain what executives really earn and how and why · The "two minute drill" ­ effective executive summaries

concurrent session e1 2:30­3:15 pm

Lois Yurow, President, Investor Communications Services, LLC Chicago Only Warren Batts, Chairman, Methode Electronics, Inc., Chairman and CEO (Retired), Premark International, Inc. New York Only Rhonda L. Brauer, Senior Managing Director, Corporate Governance, Georgeson, Inc.

concurrent session e2 2:30­3:15 pm

Deborah S. Bosley, Principal, The Plain Language Group, Associate Professor of English, UNC Charlotte Chicago Only Mina Amir-Mokri, Partner, Edwards Wildman Palmer LLP New York Only Francis H. Byrd, Senior Vice President ­ Corporate Governance Risk Practice Leader Laurel Hill Advisory Group

www.conferenceboard.org/compensation2

networking refreshment break 3:15­3:30 pm f 3:30­4:30 pm

Keys to Effective Program Design

· · · · · Common misconceptions and gaps in participant and director knowledge Effectively assessing whether incentives are working as intended Opportunities for improving ROI from incentives that drive value creation Complex or simple ­ how many kinds of vehicles and measures? Grant methodologies, holding requirements and ownership guidelines

Panel Moderator Jason LeBovidge, Vice President Planning and Analysis, Fidelity Stock Plan Services Panelists William T. Tompkins, Head of Total Rewards & Mobility, The Coca-Cola Company New York Only Robert J. Centonze, Vice President Global Compensation and Benefits Campbell Soup Company Chicago Only Miles W. Meyer, Vice President Compensation, Benefits & Shared Services Kellogg Company

g 4:30­5:15 pm

Going Global: Items to Consider When Exporting your Equity Plans

· · · · Country specifics ­ understanding individual country cultures and regulations Stay compliant ­ structuring a plan and documents that are legally compliant Consider administration ­ making design decisions that can be implemented Break the language barrier ­ communicating effectively to global employees

Panel Moderator Timothy T. Samalis, Director Product Management, Fidelity Stock Plan Services Laurie McCarthy, Global Payroll & Equity Compensation Manager, Senata Technologies Jennifer B. George, Partner, Orrick, Herrington & Sutcliffe LLP Chicago Only Nathan Bellmay, Director, International Compensation, Coach Inc. Thomas Paleka, Vice President, Global Compensation, Arthur J. Gallagher & Co.

h 5:15­5:30 pm

First Day Wrap Up

· A "newscast" summarizing what we heard during the first day of the conference · Identifying any issues participants would like to discuss further Russell Miller, Founder and Managing Director ClearBridge Compensation Group, LLC Yonat Assayag, Partner, ClearBridge Compensation Group, LLC

networking reception 5:30­6:30 pm hosted by

Conference KeyNotes

Registration includes this summary of conference highlights and a post-conference interactive webcast

May 9, 2012 -- Chicago / June 6, 2012 -- New York

i 8­9 am

Roundtable Breakfast Session

During this session, you will have the opportunity to sit at professionally facilitated discussion tables to brainstorm over breakfast on the topic of your choice, selected based upon the results of an attendee poll, taken on the first day of the conference.

welcome back 9­9:15 am

Yale D. Tauber, Program Director, The Conference Board

j 9:15­10:15 am

Hear From the Owners ­ Investor Perspectives

· · · · What your shareholders want ­ a partnership with management Are pay ratios and other social/political issues relevant? How do shareholders assess the pay and performance relationship? How much do shareholders care about "third rail" or "hot button" issues when a company delivers results?

Panel Moderator Margaret A. Foran, Chief Governance Officer, Vice President and Corporate Secretary Prudential Financial, Inc. Panelists Vineeta Anand, Chief Research Analyst, AFL-CIO Office of Investment Anne Sheehan, Director Corporate Governance California State Teachers' Retirement System Glenn W. Welling, Founder and Chief Investment Officer, Engaged Capital, LLC Robert Zivnuska, Director Corporate Governance and Responsible Investment BlackRock

k 10:15­11:15 am

All Things Considered ­ Director Perspectives

· · · · Board challenges in balancing multiple stakeholder interests How Boards drive change in executive compensation practices Collaboration with management to achieve shareholder objectives Compensation Committee Management Issues: selecting advisers, working with the CEO and HR, reporting to and getting input from the Board

Panel Moderator Jill Kanin-Lovers, Compensation Committees Chair Dot Foods, Inc. and Heidrick & Struggles International, Inc. Panelists Michael J. Berthelot, Compensation Committee Chair, Fresh Del Monte Produce Inc. and Compensation Committee Member, Pro-Dex Inc. Janet M. Clarke, Compensation Committee Chair Asbury Automotive Group and Cox Enterprises Neil S. Novich, Compensation Committee Chair, W.W. Grainger, Inc. and Analog Devices, Inc.

networking refreshment break 11:15­11:30 am

Presentations

Available online in advance of the conference

l 11:30­11:40 am

Roundtable Wrap-up

· A "newscast" summarizing what we heard during the second day of the conference · Free ranging discussion of what we heard during the conference and any issues participants would like to discuss further before adjourning Russell Miller, Founder and Managing Director ClearBridge Compensation Group, LLC Yonat Assayag, Partner, ClearBridge Compensation Group, LLC Carl J. Stegman, Senior Vice President Product Management Fidelity Stock Plan Services

m 11:40 am­noon

Final Breakouts

Small group discussions of any individual issues not adequately addressed during the conference. Russell Miller, Founder and Managing Director ClearBridge Compensation Group, LLC Yonat Assayag, Partner, ClearBridge Compensation Group, LLC Carl J. Stegman, Senior Vice President Product Management Fidelity Stock Plan Services

Call Customer Service at 212 339 0345

Registration Information

Online Email Phone www.conferenceboard.org/compensation2 [email protected] 212 339 0345 8:30 am to 5:30 pm ET Monday through Friday

The 2012 Executive Compensation Conference

Navigating the Management/Shareholder Partnership -- Making Performance Really Matter

Conference (999012-2)

Dates: May 8­9, 2012 Location: Sofitel Chicago Water Tower Associates Non-Associates $2,495 $2,795

Conference (914012-2)

Dates: June 5­6, 2012 Location: InterContinental Barclay New York

Hotel Accommodations Fees do not include hotel accommodations. For discounted reservations, contact the hotel directly no later than the cut-off date and mention The Conference Board Executive Compensation Conference. Sofitel Chicago Water Tower 20 East Chestnut St. ­ Downtown Chicago, IL 60611 Hotel reservations cut-off date: Monday, April 16, 2012 InterContinental Barclay New York 111 East 48th St. New York, NY 10017 Tel 212 755 5900 Hotel reservations cut-off date: Monday, May 14, 2012

Cancellation Policy Full refund until three weeks before the meeting. $500 administration fee up to two weeks before the meeting. No refund after two weeks before the meeting. Confirmed registrants who fail to attend and do not cancel prior to the meeting will be charged the entire registration fee. Team Discounts per person For a team of three or more registering from the same company at the same time, take $300 off each person's registration. One discount per registration. Multiple discounts may not be combined.

Printed on New Leaf Insight (FSC®), which is made with 100 percent recycled fiber and 100 percent post-consumer waste, processed chlorine free, and designated Ancient Forest FriendlyTM. Printed and bound by Sheridan Printing, Inc., Alpha, NJ, an FSC®-certified printer. No films or film-processing chemicals where used in the printing. The Conference Board® and the torch logo are registered trademarks of The Conference Board, Inc. Program subject to change. March 2012

The Conference Board

845 Third Avenue, New York, NY 10022-6600

The 2012 Executive Compensation Conference Navigating the Management/Shareholder Partnership -- Making Performance Really Matter

May 8­9, 2012 Sofitel Chicago Water Tower

June 5­6, 2012 InterContinental Barclay New York

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999012-2 Executive Comp 5.8-9,6.5-6.2012.indd

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