December 20, 2019 Executive Compensation Resilience Articles

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Designing and Administering Executive and Director Compensation in Today's Challenging Environment

Companies, compensation committees, and boards of directors are now working on their 2019 year-end compensation decisions and designing their 2020 programs.

This can be a difficult process in light of tax reform, SEC changes, and regulatory reforms that impact the design and administration of executive compensation programs. In addition, compensation-related lawsuits and investor focus on social, governance, and compensation issues have continued to influence executive and director compensation arrangements.

Latham & Watkins and Semler Brossy Consulting Group present a practical discussion of the forces at work in the current environment and the critical questions that companies and their advisors should now be considering in order to best traverse this rocky landscape.


  • Key executive compensation issues for the 2020 proxy season
    • Say-on-pay and CEO pay ratio update considerations
    • Hedging and clawbacks
    • Director compensation programs in light of recent litigation
  • The changing legal landscape for non-compete and other restrictive covenants
    • Developments in the law
    • Evolving best practices in restrictive covenants drafting
  • ESG and human capital management
    • The evolving role of the compensation committee
    • Impact on executive compensation programs
  • Treatment of equity awards upon retirement
    • Structuring and drafting retirement provisions
    • Tax, disclosure, and other issues
  • Performance-based compensation in a post-Section 162(m) world
  • Shareholder engagement on compensation matters


  • Roger Brossy, Managing Director, Semler Brossy
  • Blair Jones, Managing Director, Semler Brossy
  • David Taub, Partner, Latham & Watkins
  • Maj Vaseghi, Partner, Latham & Watkins
  • Bradd Williamson, Partner, Latham & Watkins

Register to view the webcast at Latham & Watkins.

Roger Brossy

Blair Jones

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