AGENDA
2012 Boston & Connecticut NASPP Regional Conference
Wednesday, July 18, 2012
8:00 a.m. – 5:00 p.m
Fidelity Investments
245 Summer St, 14th floor, Boston, MA
8:00 a.m. – 8:30 a.m.
Breakfast and Networking
8:30 a.m. – 9:15 a.m.
Introductions
9:15 a.m. – 10:15 a.m.
2012 Executive Compensation Proxy Season
James Kroll, Towers Watson
Olivia Wakefield Lee, Towers Watson
An overview of key compensation topics from the 2012 proxy season. Particular attention will be
paid to say-on-pay and equity plan votes and will focus on the views of shareholders and proxy
advisors. This session will help participants gain a greater understanding beyond key concerns that
attract external scrutiny, such as peer groups and pay-for-performance, but also the actions taken
by companies to better communicate and engage with shareholder to build vote support. Building
on the proxy season review, we will discuss topics that are likely to be of continued interest such as
the enhancements to proxy disclosure, the use of supplemental filings and the degree to which
broad say-on-pay concerns may carry over into other votes, such as those on equity plans. Beyond
sharing trends data, our discussion will highlight case studies based on our consulting experience
that provide an overview of specific challenges that arose during this past proxy season, strategies
that employed to overcome those challenges and lessons learned.
10:30 a.m. – 11:30 a.m.
Qualified or Non-Qualified – Which ESPP is right for your company?
Landy Tam, Computershare
Bruce Brumberg, myStockOptions.com
Peggy Ho, LPL Financial
Garth Moran, M/A-COM Technology
Jewon Wee, ISP Advisors
Please join us for a discussion of qualified and non-qualified Employee Stock Purchase Plans. This
session will give an overview of the benefits of both types of plans, along with their associated rules
and requirements, as well as updates on recent regulation changes and their impact. It will also
feature perspective from two issuers – one with a qualified plan and the other non-qualified –
giving insight into why they decided on their particular kind of plan, an overview of the plans' key
features, and an analysis of participation.
11:30 a.m. – 12:30 a.m.
Trends and Updates in the Wonderful World of 10b5-1
James Fucigna, Morgan Stanley Smith Barney LLC
Mark A. Bach, Morgan Stanley Smith Barney LLC
Michael Andresino, Posternak Blankstein & Lund LLP
Laurie McCarthy, Sensata Technologies, Inc.
A comprehensive review of the opportunities and challenges surrounding Rule 10b5-1 trading plans
from the legal perspective, the brokerage firm, and issuer case studies. The panel will review
fundamental concepts, current issues and trends, and best practices for drafting and implementing
compliant, administratively-manageable plans. Overview of industry statistics tracked by the
Washington Service will be presented.
12:30 p.m. – 1:30 p.m.
Lunch
1:30 p.m. – 2:45 p.m.
Dual Session:
2012 Global Stock Plan Survey Results and Trends
Peter Simeonidis, Deloitte
How competitive are your overseas stock plans? What challenges are companies facing when
administering their stock plans overseas? Find out as Deloitte shares the results from the 2012
Global Stock Plan Survey; a comprehensive survey on stock plan design and practices. This survey
covers the use of stock options, restricted stock, performance-based awards, including specific
administration practices in various countries.
Canadian Tax Traps of U.S. Equity Compensation Plans
Ana-Luiza Georgescu, KPMG Canada
There are many US parents companies of Canadian subsidiaries that extend their equity programs
to Canadian employees of their Canadian subsidiaries. Certain types of awards, such as Restricted
Stock, Restricted Stock Units and Stock Options, may have unintended adverse tax consequences to
these employees. The presentation will discuss general Canadian tax rules applicable to equity
compensation, common traps of US equity awards granted to Canadian taxpayers, and available
remedies.
2:45 p.m. – 3:00 p.m.
Break
3:00 p.m. – 4:00 p.m.
Building Performance Share Plans that Work
Cathy Rochford, Pearl Meyer & Partners
Jim Heim, Pearl Meyer & Partners
Wally Cox, Raytheon Company
Performance Share programs are becoming increasingly popular in the Say on Pay era as companies
respond to investor demands to better link executive pay with meaningful performance. However,
companies too often undermine the opportunity to strengthen that link in their programs by
selecting performance metrics that are not real drivers of shareholder value. How can practitioners
ensure that their Performance Share programs will deliver? In this presentation, we’ll outline the
environmental pressures driving a migration to Performance Shares and outline the items that we
think should be considered in performance metric selection and goal setting. We’ll describe
common features of Performance Share programs at notable New England companies, and how
those program designs are or not linked to industry-specific value drivers. Finally, we’ll highlight
programs that have and have not worked and suggest approaches that we believe would better
promote and reward performance within the Performance Share structure.
4:00 p.m. – 5:00 p.m.
Hottest Topics in Stock Compensation Today
Emily Cervino , Fidelity Investments
Barbara Baksa, NASPP
What's hot and what's not when it comes to stock compensation? This rapid-fire session will
provide a run-down of the most pressing concerns and cutting-edge issues companies are dealing
with for their stock plans. We'll discuss the following topics and more:
· How Say-on-Pay and the Dodd-Frank act are changing the landscape for stock compensation
· The latest hot-button issues for the IRS and nagging tax-related challenges for stock plans
· The budget crisis many states are experiencing and why that impacts stock plan administration
· IFRS 2: hot or not?
· Critical considerations for ESPPs
· The latest and greatest trends in the design and administration of stock plans