The Executive Edition - Korn Ferry...LTI PORTFOLIO. By Theo Sharp | Boston | [email protected] | 617-425-4544 6 Article cover image stock options as special issues exist regarding

The Executive EditionYour resource on executive pay and governance2017 NO. 1 | APRIL 2017

IN THIS ISSUE:Non-financial performance metrics: Strategic use in LTI plans.

Don’t forget about stock options: Their place in the LTI portfolio.

The creation of the virtual director scorecard: New uses for old information?

Upcoming executive pay & governance speaking engagements.

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Getting long-term incentives (LTIs) “right” is a crucial challenge for compensation committees. In addition to selecting appropriate incentive vehicles and defining incentive levels for executives, for performance-based long-term awards the committee members must also consider the appropriate performance metrics to use in assessing an executive team’s success in executing the company’s strategy and delivering long-term value to shareholders.

By Tim Bartlett | Kansas City | [email protected] | 816-329-4956

NON-FINANCIAL PERFORMANCE METRICS: STRATEGIC USE IN LTI PLANS.

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BackgroundFor a majority of public companies, long-term performance and associated incentive award vesting/payout is determined solely on the basis of absolute or relative performance against financial metrics (e.g., total shareholder return, earnings per share, revenue, and return measures) measured over a performance period of three years. This LTI plan design can be attributed to several factors, including the increased prevalence of companies using three-year strategic and operating planning models, proxy advisory firms measuring “pay for performance” over three-year periods, and annual grants of LTIs with overlapping performance cycles. These factors, coupled with a focus on using objective performance goals to increase pay transparency and comply with regulatory requirements (i.e., Internal Revenue Code (IRC) section 162(m)), has led companies to develop formulaic approaches to LTIs that rely heavily on financial results to measure performance.

Why use non-financial measures?The use of non-financial metrics (e.g., safety, quality, product development, workforce diversity, customer retention or satisfaction, innovation, etc.) in an LTI plan provides the compensation committee with an additional tool to:

� focus executives on the long-term impact of strategic decisions, and

� reduce the potential for short-term orientation that can result from a long-term plan that exclusively measures three-year financial performance to the exclusion of other factors that contribute to longer-term value creation.

Non-financial strategic incentive goals present several potential advantages for committees, including:

� The ability to measure success of key strategic initiatives that may not be fully captured using financial metrics alone. For example, a company that has established profit growth as a key financial objective, and has identified customer satisfaction as a key strategic driver of profitability, can incorporate both performance measures into its executive LTI plan. In this manner, the company is able to sync key quantitative measures of company success with qualitative objectives it believes will reinforce or improve financial performance over a longer time horizon. Similarly, using non-financial objectives to support financial goals sends a clear message to the executive team, focusing their efforts on the achievement of specific elements of the company’s strategic plan.

� The ability to provide incentive rewards that relate to the strategic development of a company’s intangible assets (e.g., intellectual property, customer satisfaction) may provide the company with significant value and marketplace advantage, as contrasted with solely those assets that appear on the balance sheet and are tied to measures of financial performance in the LTI plan.

� The opportunity to incent executives on long-term performance goals that are directly aligned with the company’s strategies. In making decisions on the financial incentive measures to be included in a LTI plan, especially given the emphasis currently placed on relative performance

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measurement, the temptation is to utilize the same or similar measures employed by direct competitors and/or those measures that are viewed as standards within a given industry. With non-financial strategic goals, however, the choice of incentive plan performance measures must be directly linked to the company’s business strategy and key objectives to be effective. Since the strategies of individual businesses will differ, even those of direct competitors, the compensation committee can use non-financial goals as a mechanism to “personalize” the company’s LTI plan.

Challenges in using non-financial metrics.The use of non-financial strategic measures, however, also comes with challenges and potential disadvantages:

� Departure from the traditional process used to establish financial goals for the LTI plan. Rigor around the setting of financial performance goals can be applied using both the company’s budgeting process and financial forecasts to determine the specific financial targets for the incentive plan. These targets can then be compared to past performance levels using historical financial data to understand the potential achievability and/or stretch component of the plan goals.

In setting non-financial goals, however, the compensation committee will need to identify some basis or benchmark to determine the difficulty of goal achievement in order to ensure performance targets are established

that are sufficiently demanding. It is important that committee members understand and assess the amount of additional time and effort they will expend (in addition to that of the management team) in identifying the non-financial incentive measures, applying sufficient rigor to goal setting, and then tracking, reporting and evaluating performance against the plan goals.

Similarly, the committee should consider external perceptions of the subjectivity and/or arbitrary nature of the non-financial measures, as well as rigor in the goal-setting process and the potential content of any disclosures regarding the strategic importance of non-financial measures used. For example, there may be a perceived disconnect between pay and financial performance if the company’s financial performance is low relative to peers but executives receive incentive payouts at or above target on the non-financial measures of performance.

� Compensation committees need to gauge the challenges inherent in evaluating appropriate non-financial measures of performance and the fact that the measures selected may change over time as business strategy evolves and the competitive marketplace changes. The good news for a compensation committee evaluating the potential or continued use of non-financial strategic performance metrics in the executive LTI plan is that most companies already track a multitude of non-financial measures to assess business performance. The questions become which of these measures provides the best

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assessment of progress toward achievement of the company’s strategic objectives and, as a result, has the greatest potential to directly impact the company’s long-term economic performance? In this manner, the committee evaluates the extent to which non-financial measures can be an indicator or driver of the company’s future financial performance. Understanding the potential ability of individual non-financial measures to impact future performance is critical to selecting and appropriately weighting any non-financial metrics for the LTI plan.

� IRC section 162(m) limits the deduction for compensation above $1 million to qualified performance-based pay. Generally, this tax provision requires LTI compensation to be based on objective criteria. If not, the company will lose the ability to deduct the total pay of each “covered employee” in excess of $1 million. For committees that want to incorporate non-financial goals into the LTI plan, but are concerned about the applicability of section 162(m), one method to consider for qualifying non-financial performance goals is to use the “plan within a plan” design approach that requires achievement of a threshold level of objectively measured performance before the non-financial performance is subjectively measured and used to determine payouts to executives. Given the complexities of this plan design, committees should involve legal counsel in their efforts to qualify non-financial performance goals for section 162(m) purposes.

Adding non-financial metrics to an LTI plan.While the selection of LTI plan performance measures will likely continue to be heavily weighted toward financial measures of company performance, the practice of incorporating non-financial strategic performance metrics into executive LTI plans can provide an additional tool to focus the picture provided by a company’s LTI plan financial performance metrics. This can assist the compensation committee in effectively aligning executive incentive pay with company long-term strategy and value creation for shareholders.

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In recent years, performance-based vehicles (largely performance-based restricted stock/units and performance shares/units) have become the predominant means of awarding long-term incentives (LTIs) to executives of U.S. publicly-listed companies. The rise in such performance-based awards has been accompanied by a decrease in the use of stock options. There are legitimate reasons for this trend, including performance orientation, executive retention, shareholder pressure and disclosure. While a good case can be made for this shift, a seemingly unintended consequence is a shortening of the life of “long-term” incentives which ultimately could have a detrimental effect on the incentive aspect of LTI grants.

BackgroundStock options once dominated long-term incentives. During the run-up to the tech bubble of the late 1990s and early 2000s, stock options comprised the majority of LTI grants and represented a highly-leveraged incentive opportunity, which paid off for executives during the market upswing. But stock market declines beginning in 2000 highlighted the drawbacks of stock options: namely, that large stock price decreases could render options meaningless to executives once they went underwater by any significant amount. This set up tough decisions for compensation committees as they weighed option repricings or make-up grants for executives who argued that the stock declines were not their fault, but rather merely the effect of overly exuberant investors. (Note that our discussion focuses on non-qualified

DON’T FORGET ABOUT STOCK OPTIONS: THEIR PLACE IN THE LTI PORTFOLIO.

By Theo Sharp | Boston | [email protected] | 617-425-4544

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stock options as special issues exist regarding incentive stock options.)

Still, stock options remained the predominant vehicle for LTI grants. But with the 2006 (for calendar year companies) accounting change that made options a charge to income and the recession starting in 2008, the drawbacks of options were again highlighted. Companies were showing compensation charges for grants to executives, but no compensation was actually being delivered since the options were often underwater (in some cases by more than double the exercise price). Once options were so far “out of the money”, executives essentially wrote them off as worthless.

Rise of performance-based incentives.During this period, Institutional Shareholder Services (ISS) began gaining greater influence, a development that was further enhanced by the advent of say-on-pay voting in 2011. ISS and others began advocating for performance-based LTIs such as performance-based restricted shares. (Due to their design similarities, our subsequent use of the term “performance-based restricted shares” (PBRS) also will cover performance-based restricted stock units and performance shares/units.) As PBRS became more prominent, stock options began to get crowded out. While the factors discussed above played a role, the fact that ISS does not recognize stock options as being a performance-based compensation vehicle naturally lead to the PBRS often replacing options instead of supplementing them.

So public companies and their executives have ended up with a somewhat standard compensation package: base salary, annual cash bonus and an annual equity-based

long-term incentive. The LTI portion of the pay package is now often a 50/50 mix of time-vested restricted stock (TVRS) and PBRS, both of which typically have three-year vesting periods. So effectively, all of the LTI that is granted under these vehicles now is earned and saleable within three years. Unless the executive chooses to hold those shares for the long-term, the “incentive” is gone, as is the alignment with shareholders. But even if the executive does hold the shares, when the shares become vested, they are taxed. In most cases, executives will sell at least sufficient shares to cover the tax incurred on exercise, decreasing the executive’s incentive and alignment.

Comparing performance-based incentives and stock options.An unintended consequence of the trend toward performance-based incentives is a much shorter-term incentive than with a stock option, thereby diminishing the “L” in LTI. Options typically have a term of 7-10 years, while most PBRS performance periods and vesting for TVRS commonly are three years. So the potential “tenure” of the LTI has effectively been cut at least in half.

This shorter tenure also takes the investment decision out of the hands of the executive. Rather than standing by and allowing the leverage of the stock options to work over a long period, the executive is forced to reduce his/her PBRS holdings to cover the tax at vesting, regardless of a desire to hold the stock. Even if the executive were to retain the shares and pay the tax from other funds, the effect is to further concentrate the executive’s assets in company stock, which may also have a detrimental outcome from a personal risk standpoint.

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Designing the LTI portfolio.All of this is not to say that using LTI vehicles like PBRS or TVRS is a bad thing. We believe there is a place for both PBRS and TVRS, as well as stock options in designing LTI awards. Compensation committees should consider using a portfolio of LTI vehicles each year, where each instrument is addressing particular goals.

Constructing an LTI package consisting of all of these vehicles has many advantages, as each component award can address somewhat different LTI goals. PBRS yield strategy alignment over the performance measurement period and address the objectives of corporate pay-for-performance and shareholder alignment. TVRS can aid retention while also providing shareholder alignment. If stock options are also used, they offer a long-term outlook and the ability to time the income tax event. In addition, options provide shareholder alignment and, in our view, an economic pay-for-performance alignment.

In many cases, the design of LTIs simply involves establishing a grant value and then assigning a portion to each instrument. A common approach might be to provide equal grants of each vehicle. For example, an intended grant of $100,000 of value and a stock price of $10 would result in a grant of approximately 10,000 options (assuming a 33% Black-Scholes value), 3,333 TVRS and 3,333 of PBRS. This represents a middle ground that recognizes retention needs (e.g., TVRS), performance orientation (e.g., PBRS, options), leverage (e.g., options) and increases the tenure of the grant (e.g., stock options). Of course, this example is generic and some simple factors (such as those discussed below) may affect the portfolio components.

The table on page 9 summarizes the net effects of the trend toward PBRS.

Taking the company’s particular circumstances into account.If the company is mature and has reasonable certainty in its business model and forecasting, an appropriate incentive design might call for stock options to be pared back and PBRS to be increased. By doing this, the focus on company financial performance is increased. Leverage is not lost as the PBRS typically has upside for over-performance against the goals. However, the approach does decrease the tenure of LTIs, but mature companies often focus more on shorter-term business execution than long-term strategic progress.

If the company is in a turn-around or business pivot, an increased use of stock options may be warranted. By doing this, the company is recognizing that performance is hard to predict and instead relies on the stock price to reflect company performance. It also increases the tenure of the LTI and recognizes that a turnaround or pivot can take an unpredictable amount of time, often more than the three-year performance period or vesting period of PBRS or TVRS. Further, stock options offer more leverage to the executives who execute a successful turnaround.

In cases where LTI tenure is not increased, robust stock ownership guidelines or stock retention guidelines can be utilized to offset the impact of the shorter LTI term. Stock ownership guidelines are typically defined by a multiple of base salary (e.g., 5-10x base salary for CEOs). Required ownership levels and longer holding periods force executives to consider the value of their compensation over the length of

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the holding period. Conceptually, this establishes a baseline tenure for equity that can be longer than three years.

Of course, decisions regarding increasing the tenure of LTIs should not be made in a vacuum. As with all compensation decisions, subjective considerations are important. For example, while executives should have a long-term focus underscored with equity holdings, there is a point where such executives have too much concentration of wealth in the company’s stock. This situation can cause executives to take less risk than the circumstances would call for to preserve the value of their holdings. In some cases, an excessive concentration in company stock can lead to retention risks if an executive feels the need to leave to diversify his/her wealth.

Summing up.While a company has many issues to address with an LTI plan, the first and foremost goal is stated in the name: “long”-term incentive. By reintroducing stock options, this fundamental purpose can be addressed. But by including all three instruments discussed (namely, PBRS, TVRS and stock options), many other objectives are covered. LTIs should take into consideration various forces that push and pull on grant size and LTI vehicle makeup. In our view, the tenure of grants has been pushed to the side in favor of satisfying outside stakeholders at the expense of incentivizing a longer-term perspective for executives. Compensation committees should consider this aspect as an important input for its grant decisions.

Effects of the trend toward PRS.ADVANTAGES DISADVANTAGES

PBRS

�� Aligned with company strategy

�� Creates pay-for-performance linkage

�� Cannot go underwater

�� Less dilutive as compared to options

�� Shortens incentive time period or “tenure”

�� Less long-term leverage than options

�� Forces sale of some shares for taxes

�� Challenge in setting 3-year goals

�� If tax is paid with other cash, creates wealth concentration in company stock

TVRS

�� Provides retentive value especially when stock options go underwater

�� Less dilutive as compared to options

��Most straight-forward vehicle to communicate and understand

�� Lacks leverage

�� Lacks performance orientation

�� Forces sale of some shares for taxes

�� If tax is paid with other cash, creates wealth concentration in company stock

Stock options

�� Aligned with shareholder returns

�� Leveraged upside compared to TRS and PRS

�� Long time horizon (up to 10 years)

�� Tax timing determined by executive

��Often not aligned with corporate strategy

�� Can go significantly underwater erasing incentive

�� Causes greater share dilution

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Over the past decade, the executive compensation and governance landscape has likely experienced its most rapid and significant transformational change, driven mainly by institutional and activist shareholders, proxy advisors, and other stewards of good governance or governance watchdogs (collectively the “external influencers”). The rise of these groups and their increasingly important roles was a shift from earlier years when they were, for the most part, somewhat silent or excluded from the overall pay setting process.

During this period, legislative and regulatory authorities made changes to the tax code, disclosure and accounting rules, and exchange listing standards in response to corporate scandals and financial crises to address market concerns (including on executive pay). Simultaneously, the external influencers began to successfully insert themselves into the overall pay setting process by developing guidelines and standards which they utilized to assess a company’s compensation and governance practices. Now these guidelines and standards are used to hold a company and its board members accountable for the results associated with such decision-making.

THE CREATION OF THE VIRTUAL DIRECTOR SCORECARD: NEW USES FOR OLD INFORMATION?

By Chris Fischer | Chicago | [email protected] | 312-526-0594

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Best practices and proxy voting recommendations.The pairing of investors and proxy advisors resulted in the development of continually evolving preferred and best compensation practices that should be (or in some cases are now required to be) implemented if a company wishes to avoid having any of its compensation programs considered as an outlier compared to the accepted policies of its external influencers (and ultimately avoid receiving either a negative proxy advisor vote recommendation or an actual negative vote cast by a shareholder, or both). Although statistics and commentary continue to suggest that the overall influence of proxy advisor vote recommendations is limited in its ultimate effect on shareholder proxy ballot voting, there is no doubt regarding the overall impact of the proliferation of the underlying investor and proxy advisor-established and market-accepted compensation policies in driving design changes in executive compensation programs.

On the next page is a summary of some of the more significant compensation and governance changes now considered market best practice and widely incorporated into pay programs at most companies, largely a result of ongoing pressure from external influencers.

Impact on compensation committee members and other directors.Compensation committee members and potentially the full board now, more than ever, are being measured against and held accountable for the implementation of or adherence to

best practices and policies developed by investors and proxy advisors. To this effect, the proxy and other public filings, plus the voting recommendation reports of proxy advisors, have now effectively become a de facto data warehouse that contains several director-specific elements that, in the aggregate, comprise a virtual scorecard to be included as part of a director’s profile. This virtual scorecard, composed of both publicly and privately held information, is accessible to those parties willing to do the research or pay to secure it. As such, the informational age and the expanding scrutiny applied to board members’ decisions has created unforeseen tools to evaluate not only the company, but an individual directors’ ability to comply with the continually evolving governance standards.

For example, consider the following scenarios and the impact on the reputational risk of a current member of a company’s compensation committee:

�� The company’s executive compensation programs contain certain design features that are not in-line with the external influencer-considered best practices;

�� A negative proxy advisor vote recommendation has been issued on a compensation committee member up for re-election or the company’s say-on-pay proposal;

�� Failure to secure shareholder approval of the compensation committee member up for re-election or the company’s say-on-pay proposal;

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Compensation and governance changes.

PROBLEMATIC PAY PRACTICES

EQUITY PLAN MANAGEMENT

PAY-FOR-PERFORMANCE

��Elimination of excise tax and perquisite gross-ups

��Elimination of single/modified single trigger severance benefits

��Prohibition of stock option backdating

��Prohibition of hedging and pledging company shares

��Elimination of multi-year guaranteed compensation

��Avoiding overly generous new hire and excessive severance pay packages

��Eliminating enhanced retirement benefits (i.e., additional age and service credits)

��Avoiding egregious employment contracts

��Decreasing the pay gap differential between the CEO and the next highest paid NEO

��Dilution and run rate monitoring and limitations

��Eliminating evergreen auto-renewal share replenishment provisions

��Prohibiting stock option repricing without prior shareholder approval

��Elimination of liberal change-in-control definition triggers

��Majority practice requires double trigger equity vesting acceleration following a change-in-control

��Prohibition of liberal share recycling provisions

��Minimum vesting requirements on all equity awards

��Prohibition of the payment of dividends/dividend equivalents on unvested equity awards

��Favoring pay program designs that place a substantial portion of an executive’s pay at-risk

��Designing pay programs to include a higher percentage of equity and total compensation that is considered performance-based

��Aligning executive pay with company performance

�� Implementing a clawback feature for the recovery of erroneously-paid cash and equity-based incentive compensation

��Aligning interests of executives and investors via stock ownership guidelines

��Setting and disclosing appropriate and rigorous performance goals

�� Incorporating a combination of relative and absolute performance metrics in incentive programs

�� A decrease in voting results from the prior year, a multi-year trend in decreasing voting results, or lower voting results versus peers or industry median/average levels; or

�� Litigation proceedings filed against the company involving board and/or executive compensation matters.

These scenarios would all become part of a director’s "permanent record" and available for review and consideration with respect to the director’s current board seat, and when pursuing board membership at another company. While industry experience and executive expertise will often be applied as the initial selection criteria when identifying a pool of potential new board member

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candidates, this virtual scorecard of available information can (and is likely going to) be used to further refine the screening process by highlighting additional favorable and unfavorable candidate factors, including possible “deal-breaker” concerns.

The emerging virtual scorecard for directors.The virtual scorecard that can be compiled from public and private materials may influence directors’ decision making. From a board accountability perspective, securing a passing vote result, while ultimately the desired end game for the company, will not prevent the stigma associated with negatives from compensation program design features, vote recommendations, and votes due to falling outside of evolving external influencer market best practices.

Directors should consider program features from the perspective of what is best for the company as well as how approval of any outlier features may impact their individual director reputation. The information available allows directors to be scrutinized at a higher level than the actual program features. While companies are evaluated by the overall yes or no vote of its shareholders, directors could potentially be evaluated on a decision-by-decision basis. This newly developing database on directors grants external influencers the ability for greater influence over the board decision-making process. As such, directors should consider their developing virtual scorecard as an additional incentive to implement evolving best practices or, in the alternative, to be aware of and ready to stand by any outlier positions that suit the company’s business strategy.

Board refreshment and diversity.Beyond the FOR or WITHHOLD/AGAINST vote recommendation, the virtual scorecard will continue to influence the evolving best practices landscape. For instance, the current governance environment is applying heightened pressure for resolutions surrounding board refreshment and diversity. With the continued push from external influencers on these issues, board accountability for currently seated members will only increase. In other words, the market is signaling for an increase in board turnover that will require more qualified and diverse candidates to be ready to replace existing board members who likely soon will step down due to a combination of retirement, changing skillset or qualifications, and/or performance-related concerns.

It is the component regarding performance (i.e., director or company performance) where the “stickiness” of any perceived unfavorable reputational factors could hasten the departure of a board member from one or multiple board seats. For instance, if you are a board member at a company that has received a negative vote recommendation regarding director re-elections or a say-on-pay proposal, or the company has experienced an extended period of poor stock price performance during your board tenure, it could negatively impact the likelihood that you could retain a current board seat or secure a new directorship at another company, especially if there is an available pool of qualified replacement candidates without performance concerns linked to their candidacy.

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Succession planning.Another area of governance where outside influencers are demanding to see more accountability from board members is the critical issue of succession planning. Ultimate responsibility for developing and maintaining an adequate succession plan for CEO, senior management, and board replenishment is considered a top (if not the top) responsibility of any board. Lack of or limited disclosure in public filings related to this subject matter is currently restricting any real ability for outside influencers to hold boards accountable other than a binary assessment of whether succession planning is even being addressed.

However, we would not expect this limited assessment to continue much longer. Those companies that actively implement and disclose their succession planning responsibilities will fall in line with best practices, and thereby likely avoid the criticism often associated with providing limited or no disclosure surrounding the subject matter. Unlike the movies, silence is generally “not” golden when it comes to positioning your company’s practices (or lack thereof) with outside influencers.

Looking ahead.Yes, the board still has final say on compensation and governance decisions, and for the most part directors’ actions are protected under the business judgment rule. The external influencers, while not actually seated at the decision-making table (except an activist investor who has secured a board seat), will continue to find ways to indirectly impact the decisions being made to conform to their policies and guidelines. By

applying pressure to board members through varying (and likely expanding) accountability measures, the external influencers seek to accomplish their policy objectives. It is such accountability that can be influenced by the director scorecard and the continuing assessments and reporting of such findings that can be tallied “on the record” and attributed to a director and follow him/her from one board seat to another.

So, while the executive compensation landscape has experienced vast and rapid change over the last decade, directors need to remain diligent in their expectations of increased future scrutiny. The increased external influencer pressure from the past decade has created an ever-expanding database of information that is easily accessible to interested parties. Therefore, we should not expect a “settling down” in the current environment as the evolving compliance standards have provided a plethora of information that remains to be utilized to its fullest extent. Recognizing the virtual scorecard and its plausible uses, is necessary in assisting directors when designing future programs.

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WorldatWork 2017 Total Rewards Conference & Exhibition | Washington D.C.Tuesday, May 9, 4:00 – 5:00 PM ET

Top 5 most common executive compensation issues that companies are facing

Join this fast-paced session to learn more about five common executive compensation issues that companies are facing today:

1. Ensuring incentive plan goals are able to withstand institutional investor scrutiny;

2. How to differentiate more with incentive plan dollars;

3. What's the right eligibility for long-term incentive plans?;

4. Is TSR really the best metric for our PSU plan?;

5. Moving away from merit budgets.

The speakers will provide examples of what companies are doing to address these issues. You will leave with a better understanding of this issues and how to address them at your organization.

Speakers:

Irv Becker, Korn Ferry Hay Group

Bill Gerek, Korn Ferry Hay Group

Equilar Executive Compensation Summit | ChicagoWednesday, June 14, 8:10 – 9:00 AM

The investors’ perspective

How are investors really evaluating executive pay practices? Hear from an esteemed group of investors as they share firsthand insights on red flags that garner scrutiny, as well as when and how they want to engage with companies.

Panel moderator:

Irv Becker, Korn Ferry Hay Group

Private Company Governance Summit | ChicagoThursday, May 11, 11:00 – 12:00 noon

Session: Board compensation: What and how much?

The biggest question on the minds of most owners and shareholders is: What do we pay directors? While there remains no national benchmark for director compensation (as there is with the filings of public companies), this session will bring together new data from Directors & Boards Magazine and other sources, to provide guidance for companies and directors on cash and non-cash compensation programs for internal and independent directors.

Panel member:

Daniel Moynihan, Korn Ferry Hay Group

UPCOMING EXECUTIVE PAY & GOVERNANCE SPEAKING ENGAGEMENTS

The Korn Ferry Hay Group Executive Pay & Governance team will be speaking at a number of upcoming events.

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About Korn FerryKorn Ferry is the preeminent global people and organizational advisory firm. We help leaders, organizations and societies succeed by releasing the full power and potential of people. Our nearly 7,000 colleagues deliver services through our Executive Search, Hay Group and Futurestep divisions. Visit kornferry.com for more information.

About Korn Ferry Hay Group's Executive Pay & Governance practiceWe provide a full range of services to compensation committees and management, from designing pay policies that align to current and future business strategy to supporting on the consultation process with investors and proxy advisors, and managing the technical implementation and proper communication of incentive and other compensation plans.

Learn more at: http://www.kornferry.com/rewards-benefits-overview/executive-pay-governance.

© Korn Ferry 2017. All rights reserved.

For more information:

Irv Becker, North American Leader – Executive Pay & Governance +1.215.861.2495 [email protected]

Bill Gerek, Editor and U.S. Regulatory Expertise Leader +1.312.228.1814 [email protected]