The Certified Equity Professional
Institute presents the
4th Annual CEP Symposium
The Equity Compensation Jungle -
How to Survive in Today's Environment
December 10, 2007
Santa Clara University
Santa Clara, California
Thank you for making the 4th Annual CEP Symposium a success!
We are pleased that over 170 Equity Compensation Professionals participated in this one day event. Over
100 companies were represented and eighty five CEPs were present. To view a copy of the presentations
that were made, just click on the title below.
CEPs who attended the Symposium and participated in one selection from
each breakout session have earned
six hours of continuing education.
Be sure to attend the 5th Annual CEP Symposium in 2008!
Keynote Address- Kirk Hanson: On Target: Getting Equity Compensation Out of the Gutter
Kirk Hanson, a leading expert on applied ethics, will address the benefits of promoting exemplary behavior in business. With equity compensation "bad behavior" highlighted in the headlines, Kirk’s perspectives on managing the ethical and public behavior of corporations will hit the mark.
Breakout Session I
Getting it Right!
Understanding Executive Compensation Plan Design
In an era of heightened corporate scrutiny and accountability, executive compensation is a hot topic! Linda Amuso, Radford Surveys + Consulting and Brian Tobin, Hay Group, join forces in sharing recent survey data on executive compensation and practical examples of successful pay-for-performance equity plans. The Hay Group survey data will highlight FORTUNE's Most Admired Companies and their long term incentive practices while Radford Surveys + Consulting will share how technology and life sciences companies are successfully creating pay-for-performance equity plans. These experts will address internal equity issues, pay levels and mix, and long-term incentive vehicle prevalence by industry. And, wrapping up the session, the presenters will share anticipated trends in executive and equity compensation in 2008 and beyond.
Hit the Target:
Global Tax and Compliance Issues and Grant Processes
Recent scandals have forced a review of all grant process, and it is critical to understand how country specific tax and legal requirements affect these processes. These experts will address grant variations around the world; cashless exercise restriction can mitigate local securities or exchange control issues, special grant pricing requirements can achieve tax qualified treatment of awards, country specific black out period and special grant documentation may be needed in some jurisdictions. The panelists will examine how these variations have to be incorporated into the grant process at the US company level and provide strategies for developing a process with sufficient corporate controls to accommodate these variations. The panel will use the outline for the grant processes set forth in the CEPI's GPS Study. Panelists include Barbara Klementz (Baker & McKenzie), Robert Marshall (Baker & McKenzie) and Deborah House (Apple Inc.).
Under Oath:
Can You Defend Your Equity Administrative Practices?
The best defense is a strong offense! The heightened investigations by the SEC, the Department of Justice, and the IRS are unearthing a host of questionable equity compensation practices. Now is the time to step back and look at your equity administrative practices to ensure that you have solid internal processes in place. Be confident that you can address those processes if they are questioned by the SEC or others.
The role of the equity professional is included when a company is under investigation. Be prepared to address and defend your actions with confidence. In a game board format, this session will cover the nature of an equity audit as well best practices to allow you to strengthen your internal processes. We will address the top 10 issues that could arise in an SEC (or other) investigation. The panel will address what happens if you take the right approach, or, if you find yourself on the wrong path.
Panelists include Jennifer Namazi, CEP (SOS) and Jahan Raissi (Shartsis Friese LLP
Breakout Session II
Finding a Home:
Where Does Equity Compensation Belong in Corporate America
From HR to Comp & Benefits, Finance, or Legal, to the Executive Office, the equity compensation function within a company can find a "home" almost anywhere. These panelists will dissect the pros/cons of the stock plan function being resident in various parts of the typical organization and where it currently resides in most US corporations. The discussion will address the roots and evolution of the role, as well as the high degree of risk currently associated with the position, and how this evolution in responsibility and materiality hasn't necessarily been reflected in the recognition or relative value most organizations place on the role.
Panelists include John Bagdonas, CEP (Computershare), Marianne Friebel, CEP (Electronic Arts), Joan Matlack, CEP (Matlack Associates) and Lydia Terrill, CEP (Chordiant Software).
A Date With Destiny:
Year End and FAS 123R
While the end of the year for some may be marked with champagne and celebrations, for equity professionals, year-end means a detailed review of your data and a serious look at 123R assumptions. This session will offer practical tools and guidelines to efficiently run and finalize your fiscal year end reconciliation and reporting. But the fun doesn't end there; the panel will address what type of analysis to undertake before considering a change of assumptions and how to evaluate and appraise your historical information to support changes. These experts will also provide pointers on audit review of changes in forfeiture rate, volatility, and expected term, and who should be involved in the decision making process..
Panelists include Terry Adamson, CEP (Radford Surveys + Consulting), Paz Dizon, CEP (Gilead), Robyn Shutak, CEP (Cricket Communications) and Laura Verri, CEP (E*TRADE).
No Nonsense Mobility Compliance
Equity compensation means money! It's not just the employee who will reap the reward; the tax income to the local jurisdictions can be significant - so significant that many jurisdictions and countries, including the US and its individual states, are intent on their share of the income from an increasingly mobile workforce. The landscape is challenging to navigate: allocation of income, double taxation, timing differences and tax treaties confuse the situation. Experts Valerie Diamond (Baker & McKenzie) and Carol Rutlen (Rutlen Associates) will cover the recent legislative developments (and pitfalls!) in the taxation of mobile employees. Avoid the traps and navigate the maze with the practical solutions offered.
General Session with Bob Finocchio: Now What?
An Updated (Not Backdated) View From the Boardroom
Bob wowed us all at the 2006 CEP Symposium. His boardroom perspectives on equity compensation and corporate governance were frank and uncensored. Bob joins us again this year to share how the backdating scandals have directly impacted the discussions in the boardroom and what we can expect in the future. From backdating to 10b5-1 plans and proxy disclosures, Bob will share his perspectives on what's happening in America's boardrooms. Bob's background includes 3Com, Informix, Sun Microsystems and Altera. His experience with equity compensation and corporate governance, specifically the backdating scandals, runs wide and deep. You don't want to miss this insider's perspective!
Breakout Session III
Tangled Up in 123R
Let Brock Benson (iComp) and Carine Schneider (Global Shares), help untangle the 123R mess. To get your bearings, these experts start with an overview of today’s administration, valuation, and expensing issues, and then identify for you what you need to be looking for (and demanding of!) in the valuation process. To take it a step further, this presentation will explore the approaches to data and start to bridge the gap between having data and deriving inputs. Finally, to ensure your 123R future is smooth sailing, Brock and Carine will provide pointers and tips for an easy audit process.
A Practical Guide
To Restricted Stock Awards and Restricted Stock Units
RSAs and RSUs are an increasingly popular alternative to stock options. Find out why and learn about the unique regulatory and administrative challenges associated with these plans. Barbara Baksa, CEP (NASPP) and Marlene Zobayan, CEP (Deloitte Tax) discuss the characteristics and advantages of restricted stock and units, the applicable US tax and accounting treatment, international considerations and plan administration. Nancy Mesereau, CEP (Fidelity Investments) and Tyler Clements, CEP (Accenture) cover the practical implications of administering restricted stock in-house or with an outsource partner. This session will provide you not only with the technical requirements for RS plans, but will also focus on practical solutions to tax withholding and pitfalls of offering restricted stock outside the US.
10b5-1 Plans:
Don’t Let Your Program Become the Next Scandal
According to Linda Chatman Thomsen, SEC enforcement director, "Recent studies suggest that the rule is being abused. We're looking at this - hard. We want to make sure that people are not doing here what they were doing with stock options." With this kind of attention from the SEC, companies need to make insider trading compliance a top priority for executives and employees at all levels. This workshop will offer an overview of the laws and recent cases. Industry experts including Steve Fackler (Gibson, Dunn and Crutcher), Rich Hanson (Merrill Lynch), Wendy Jennings, CEP (Riverbed Technology) and Doug Solomon (NetSuite) will include tips on how the equity compensation department can be more effective in implementing compliance programs, views from the broker perspective, pitfalls to avoid, potential personal liability, and steps to take now to effectively design a comprehensive ongoing insider trading compliance and education program. This is a session you can't afford to miss!
A special thank you to our Sponsors:
Premier: Charles Schwab, E*TRADE, Fidelity Investments , Merrill Lynch, SunGard
General: Alston + Bird, Computershare, EASi, SOS, Strategic Apex Group
Organizational Partners: GEO, NASPP, NCEO
Printing Underwritten by: Charles Schwab
Symposium Decor Underwritten by: Global Shares
