“Normal” Compensation Committee Practices? How are they Changing?

 

The Character of the Corporation Year-End Briefing
Thursday, December 16 at 2 PM ET

Join CAP's Founding Partner, Melissa Burek and Partner, Matt Vnuk, Dinesh C. Paliwal, Lead Independent Director at Raytheon Technologies, Nestle and KKR & Co., and Charles Elson, Encompass Health and Blue Bell Creameries Board Director (and Directors & Boards Executive editor-at-large), along with Directors & Boards Publishing Director, David Shaw, as they provide insightful data and perspective for high performing boards and compensation committees to consider.

 

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This webinar will discuss the results of a survey recently conducted jointly by Compensation Advisory Partners (CAP) and Directors & Boards, and provide perspective on trends, best practices and expectations for an increasingly demanding marketplace.  

There are a number of questions commonly asked by board members and senior management related to compensation committee process, and to-date there has been limited market data (e.g., How many execs does the committee approve compensation for?  How long is the typical committee meeting?  How many, and which, members of management typically attend committee meetings?  How many pre-meetings with the chair is typical?).   

Speakers

Melissa Burek

Founding Partner, Compensation Advisory Partners LLC

Melissa Burek is a founding Partner of Compensation Advisory Partners LLC (CAP) in New York. She has 25 years of experience consulting with Boards and management in all areas of executive and director compensation, including compensation strategy, incentive plan design, performance measurement and regulatory/governance issues. Melissa has assisted numerous Fortune 250 companies, as well as companies involved in IPOs and restructurings, and has significant experience in the insurance, industrial/automotive, and consumer products industries.  She has published numerous articles on best practices research and is a frequent speaker on executive compensation.

Prior to joining CAP, Melissa was a Principal at Mercer’s Human Capital business for eleven years. Prior to that she was a Director in KPMG’s Performance and Compensation Consulting practice and also worked in HR with the Ford Motor Company.

 

Matt Vnuk

Partner, Compensation Advisory Partners LLC

Matt Vnuk is a partner of Compensation Advisory Partners LLC (CAP) in New York. He has more than 15 years of experience advising boards and management in all areas of executive and director compensation, across a wide range of public and private companies, with a focus on the financial services, high-tech and retail/apparel industries. He has worked with a number of clients to craft best in class CD&A’s, and has significant experience with founder-led companies.

Matt leads CAP’s methodology committee, regularly authors CAP client alerts, and has been quoted by or written for numerous publications; e.g., Agenda, Directorship and The Wall Street Journal. He has also authored several comment letters to the SEC and ISS, and is a regular speaker at compensation and regulatory-focused events sponsored by leading industry organizations.

 

Dinesh C. Paliwal

Lead Independent Director, Raytheon Technologies, Nestle and KKR & Co.

Dinesh Paliwal (New York) joined KKR in 2021 and is a Partner within the firm’s Americas Private Equity business. He currently serves as Executive Chairman and Lead Director of Marelli, a KKR Portfolio company. Prior to joining KKR, Mr. Paliwal spent 35 years in the corporate world, living and working in six countries on four continents. Mr. Paliwal was Chairman and CEO of HARMAN (2007-2020), a global leader in connected car technologies, audio solutions, SaaS including cyber, cloud based OTA and IoT solutions. Prior to HARMAN, he was with ABB for 22 years and served in dual roles simultaneously - President of ABB Group in Switzerland and Chairman and CEO of ABB North America. Mr. Paliwal was on Fortune Magazine’s “Business Person of the Year” list and was listed in Yahoo Finance’s 5-Star CEOs. Mr. Paliwal serves on the board of directors of Nestle, Raytheon Technologies and on Miami University’s Board of Trustees. He has served on the boards of Bristol Myers Squibb, TYCO (Johnson Control), ADT Securities, Embarq (Century Link) and ABB India. Mr. Paliwal received his master's degree in engineering from the Indian Institute of Technology, and earned MSc in Engineering and an MBA in Finance, both from Miami University in Ohio. He also received an honorary Doctor of Laws degree from Miami University. 

Charles Elson

Director, Encompass Health and Blue Bell Creameries

Charles M. Elson is a professor of finance in the University of Delaware’s Alfred Lerner College of Business and Economics. He is also consultant to the law firm of Holland & Knight.
He formerly served as a professor of law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001. His fields of expertise include corporations, securities regulation and corporate governance. He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits. He has been a visiting professor at the University of Illinois College of Law, the Cornell Law School and the University of Maryland School of Law, was a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and is a member of the American Law Institute.
Professor Elson has written extensively on the subject of boards of directors. He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors’ Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning, Director Evaluation, Risk Governance, Effective Lead Director, Board Diversity, Talent Development, Strategy Development, the Compensation Committee and Long-Term Value Creation, and was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity. He served as well on that organization’s Advisory Council. He is vice chairman of the ABA Business Law Section’s Committee on Corporate Governance and was a member of its Committee on Corporate Laws. He is also a member of the Standing Advisory Group of the Public Company Accounting Oversight Board.
Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants. He also served on the board of directors of Sunbeam Corporation, the consumer products manufacturer; Nuevo Energy Company, an independent oil and natural gas producer; the Investor Responsibility Research Center, a non-profit corporate governance research organization; Alderwoods Group, an international death care services provider, AutoZone, Inc., the national automobile parts retailer, Circon Corporation, a medical products maker, and Bob Evans Farms Inc., a restaurant and food products company.
He is presently a member of the board of directors of Encompass Health, a healthcare services provider. He has served as trustee of the Big Apple Circus, the Museum of American Finance, Talledega College, the Tampa Museum of Art, the Tampa Bay Performing Arts Center and the Delaware Museum of Natural History. He is presently a trustee of the Hagley Museum and Library, the Delaware Art Museum and Tower Hill School. He has been included in the list of the “100 most influential players in corporate governance” of Directorship, the “100 most influential people in finance” of Treasury & Risk Management, the list of top 10 governance “stars” of Global Proxy Watch, and Ethisphere’s “100 Most Influential People in Business Ethics” in 2014.

David Shaw

Publishing Director, Directors & Boards

David Shaw is the publishing director of Directors & Boards and its sister publication, Family Business. With more than 30 years of experience in business-to-business and consumer media markets, he has served as an editor, publisher, publishing director, group publisher and group vice president of a variety of publications, trade shows, conferences and websites.

Prior to founding GRID Media, David served as senior vice president for Phillips Business Information Inc., where he oversaw nearly 100 discrete media properties, and helped build the business from $35 million to more than $100 million in annual revenues. He is a frequent author and speaker on issues related to business-to-business media, multi-generational family businesses and private and public company governance. He is married, with two grown children, one serving in the Navy and the other in law school.

Benefits
  • No cost to attend.
  • All participants receive a copy of the webinar materials after the event.
  • All particpants will receive the Directors & Boards newsletter featuring real-time news, analysis and thought leadership on corporate governance  -- all delivered right to your inbox every Monday morning. You may, of course, opt out at any time.
  • Opportunity for questions and feedback.
  • Unbiased third-party director education.
  • 60 minutes -- maximum value for time.
Sponsor
Compensation Advisory Partners LLC

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