Webcast: IPO and Public Company Readiness: Focus on Executive Compensation

September 6, 2018

As far as compensation is concerned, everything changes once a company goes public. Stock price values increase, sometimes dramatically, from when the company was private. There is now a public market on which employees can monetize their vested stock awards. A multitude of new laws require significant compliance efforts. Companies now have to consider a much broader group of stockholder and influencer interests. As a company prepares for its initial public offering, it needs to give special consideration to its compensation philosophy, structure, process and elements. A number of steps can be taken before an IPO which cannot be taken, or won’t be as effective, afterwards. This webinar provides an overview of:

  • common differences between private and public company compensation programs and how newly public companies can best plan for those differences;
  • equity compensation plan design for public companies, including both broad based equity plans and employee stock purchase plans;
  • governance and regulatory considerations, including the need to maintain an independent compensation committee;
  • executive compensation disclosures, including the Compensation Discussion and Analysis (CD&A) and executive compensation tables;
  • shareholder advisory firm guidelines in the executive compensation area, such as those issued by Institutional Shareholder Services (ISS) and Glass Lewis; and
  • ongoing public company compensation consideration, including annual say-on-pay and say-on-frequency votes and CEO pay ratio disclosures.

View Slides [PDF]


PANELISTS:

Stephen W. Fackler is a partner in the Firm’s Palo Alto and New York offices and Co-Chair of Gibson Dunn’s Executive Compensation and Employee Benefits Practice Group. Over the years, Mr. Fackler has advised scores of companies planning to go public and assisted them with the implementation of the changes to their equity and cash compensation plans and programs in advance of their IPOs. Mr. Fackler has been selected by Chambers and Partners as a Leading Employee Benefits Lawyer each year since 2006 (the first year in which the category was included) in its publication and for the last few years has been ranked in the highest Tier 1 band. He has been named among the Top 20 Most Powerful Lawyers for Employee Benefits and ERISA in the United States in Human Resource Executive magazine and Lawdragon every year from 2012 through 2018. Just recently he was named 2019 “Lawyer of the Year” in the area of Employee Benefits in the Silicon Valley/San Jose region.

Sean C. Feller is a partner in the Firm’s Century City office and member of the Executive Compensation and Employee Benefits Practice Group. His practice focuses on all aspects executive compensation and employee benefits. His practice encompasses tax, ERISA, accounting, corporate, and securities law aspects of equity and other incentive compensation plans; qualified and nonqualified retirement and deferred compensation plans and executive employment and severance arrangements. Mr. Feller has been recognized by his peers as one of The Best Lawyers in America in the area of Employee Benefits (ERISA) Law. BTI Consulting named Mr. Feller as a 2018 BTI Client Service Super All-Star, one of six “standout attorneys who received recognition from multiple influential General Counsel and legal decision makers.” In 2017, he was ranked by Chambers USA as a Leading Lawyer in California in the area of Employee Benefits and Executive Compensation.

Stewart L. McDowell is a partner in the Firm’s San Francisco office, a member of the Corporate Transactions Practice Group and Co-Chair of the Capital Markets Practice Group. Ms. McDowell’s practice involves the representation of business organizations as to capital markets transactions, mergers and acquisitions, SEC reporting, corporate governance and general corporate matters. She has significant experience representing both underwriters and issuers in a broad range of both debt and equity securities offerings. She also represents both buyers and sellers in connection with U.S. and cross-border mergers, acquisitions and strategic investments. The Recorder has named Ms. McDowell as a “Women Leader in Tech Law” for the last four years. She is ranked by Chambers USA for Capital Markets: Debt & Equity (California), and was named a “Top Woman Lawyer” by the Daily Journal in 2017.

Krista P. Hanvey is an associate in the Firm’s Dallas office and member of the Executive Compensation and Employee Benefits Practice Group. Her practice focuses on all aspects of equity compensation and employee stock purchase plans; 401(k), ESOP and 403(b) tax-qualified retirement and nonqualified deferred compensation plans; executive employment, severance, change in control and non-compete agreements; performance bonus, sales commission and other incentive pay plans; and retiree medical, cafeteria and other welfare benefit plans. She regularly advises clients on the requirements of and compliance with tax laws, ERISA, HIPPA, COBRA, the Affordable Care Act and securities laws. Ms. Hanvey also has significant experience with all aspects of health and welfare benefit plan, retirement plan, and executive compensation compliance, planning, and transactional matters. She has also advised clients with respect to general corporate governance matters and regularly handles non-profit governance and pro bono adoption cases.


MCLE CREDIT INFORMATION:

This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1. 0 credit hour, of which 1.0 credit hour may be applied toward the areas of professional practice requirement. This course is approved for transitional/non-transitional credit.

Attorneys seeking New York credit must obtain an Affirmation Form prior to watching the archived version of this webcast. Please contact Jeanine McKeown (National Training Administrator), at 213-229-7140 or jmckeown@gibsondunn.com to request the MCLE form.

This program has been approved for credit in accordance with the requirements of the Texas State Bar for a maximum of 1.0 credit hour, of which 1.0 credit hour may be applied toward the area of accredited general requirement.

Attorneys seeking Texas credit must obtain an Affirmation Form prior to watching the archived version of this webcast. Please contact Jeanine McKeown (National Training Administrator), at 213-229-7140 or jmckeown@gibsondunn.com to request the MCLE form.

Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.0 hour.

California attorneys may claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for California “self-study” credit.