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CEO Pay Ratio Disclosure: Are You Ready?

Level: Advanced
Runtime: 63 minutes
Recorded Date: December 06, 2017
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1:00 pm - 2:00 pm
  • CEO pay ratio disclosure requirement
  • Preparing your pay ratio
  • Drafting your disclosure
  • Communications considerations
  • Questions
Runtime: 1 hour
Recorded: December 6, 2017
For NY - Difficulty Level: Experienced attorneys only (non-transitional)


Learn about the challenges of complying with the SEC's new CEO pay ratio disclosure rule that goes into effect in 2018.

After a nearly 30-month wait, the new CEO pay ratio disclosure rule goes into effect in 2018. And despite the SEC's decision to make its implementation requirements as flexible as possible, for most companies, compliance will still be a challenge.

The crux of the compliance process remains identifying the median employee whose annual total compensation must be compared to the annual total compensation of your Chief Executive Officer to produce the mandated pay ratio. Given the reach of most companies in today's global economy, the various—and varied—pay arrangements of a worldwide workforce, and the likely challenges in collecting, integrating, and analyzing compensation data, the time and expense of selecting an appropriate median employee can be significant.

While the pay ratio rule and related Commission guidance allows significant flexibility to comply in a manner that best fits your specific facts and circumstances, there are still many issues that must be carefully addressed. Further, drafting the required disclosure, particularly for 2018, will require careful calibration to ensure that the message to your various stakeholders strikes the right balance.

This program will feature polling about how companies and clients are handling the new rule, so participants will be able to get a sense of how others are approaching these issues.

This program was recorded on December 6th, 2017.

Provided By

American Bar Association
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Mark A. Borges

Compensia, Inc.

Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission. Before that, he was General Counsel for ShareData, Inc. Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987. From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976. He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981. He is a member of the American Bar Association.

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Amy M. Wood

Cooley LLP

Amy Wood is chair of Cooley’s compensation & benefits practice group. Her practice focuses on executive and director compensation, corporate governance and shareholder engagement for public companies.

Her experience includes designing, implementing and disclosing executive compensation arrangements, such as equity incentive plans, bonus plans, performance awards, change in control and severance plans and employment agreements. With respect to these arrangements, she counsels clients on the disclosure requirements, provides strategic advice for communicating the terms of programs to shareholders and advises on the tax implications, including Internal Revenue Code Sections 162(m), 280G and 409A. She also counsels clients on the compensation and benefits issues arising in mergers and acquisitions, initial public offerings and stock option exchange programs.

Amy advises clients on the impact of ISS, Glass Lewis and institutional investor policies and the shareholder relations issues that arise in connection with compensation and corporate governance matters. She often counsels clients submitting controversial proxy proposals as well as those responding to low vote results for say-on-pay or other proposals. She provides strategic advice to boards of directors, compensation committees, nominating & governance committees and management teams on these matters as well as new developments and evolving best practices in executive compensation, corporate governance and shareholder engagement.

Amy’s clients span a broad geographic range and include companies in a wide range of industries, including technology, life sciences & healthcare, food & beverage, consumer and food products, retail & consumer products, real estate investment trusts, electric utilities and oil & gas.

While at USD School of Law, she served as editor-in-chief of the San Diego Law Review.

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