Executive & Board Compensation
Boards have a critical role in creating executive compensation that will both attract and retain key talent, and ensure that this substantial and visible company expense is aligned with company strategy. How should board directors approach this important task, including considering whether outside advisors will be helpful and then selecting and engaging them, taking into account comparable company data, and balancing fixed and performance-based compensation? The regulatory landscape is changing, with requirements such as “Say on Pay” becoming more critical to shareholders and proxy advisors. And in private companies and nonprofits, even without the regulatory requirements, compensation is a key element through which the board exercises its oversight role. These considerations carry over into setting the board’s own compensation so as to attract and retain qualified directors, while aligning their compensation with shareholder interests. Our panel of experts will illuminate these important issues and strengthen your knowledge as a board director.
Location and Time
Top of the Tower
Three Logan Square, 1717 Arch Street, 50th Fl
Philadelphia, PA 19103
Breakfast and Networking 7:30-8:00AM
Featured Program: 8:00-9:00AM
Mims Maynard ZabriskieCo-leader of the firm’s Executive Compensation Task Force, Mims advises corporations and compensation committees with respect to governance issues relating to executive compensation and works with corporations and executives to design and negotiate employment agreements, severance agreements, and change of control agreements for key executives. She advises companies with respect to equity compensation plans, deferred compensation and other executive plans, and change of control agreements in preparation for sales or public offerings. She recently assisted SunGard Data Systems Inc. in the spinoff of its Availability Services Business. Mims has experience with qualified and nonqualified plans, including retirement and other defined benefit plans, and 401(k) and other defined contribution plans. She also advises on severance plans and clawback policies; matters related to ERISA and the Internal Revenue Code, including Section 409A, Section 162(m), and Section 280G; and issues involving the Internal Revenue Service and the US Department of Labor. She advises publicly held companies in matters related to executive compensation proxy disclosures and equity compensation plan shareholder approval; and counsels boards of directors, compensation committees, and administrators in fiduciary best practices, compliance procedures, and governance issues. Mims also works with boards to determine whether and when a compensation committee should seek independent counsel that does not otherwise represent the company or its management. Mims Maynard Zabriskie advises on complex executive compensation and employee benefit plan matters, including the design, negotiation, and implementation of executive compensation, equity compensation, and tax–qualified retirement plans and shareholder approval of equity plans. She counsels large publicly and privately owned businesses, including Fortune 500 enterprises, technology companies, and universities on a range of legal issues related to executive compensation governance, and employee benefit plans. She also advises on benefits and executive compensation issues that arise during major corporate transactions, including mergers and acquisitions, sales, IPOs, and spinoffs. Active in a variety of professional and civic organizations, she lectures regularly on executive compensation and equity compensation issues at legal continuing education programs. She is listed in Chambers USA (2007–2016) and Best Lawyers in America (1995–2017). Before joining Morgan Lewis, Mims was a partner at another large law firm, where she practiced law for 16 years.
Irv BeckerMr. Becker is the North American leader of the Executive Pay & Governance business. He partners with boards and senior executives to create sustainable organizations and enhance the effectiveness of the board/CEO relationship. As a part of the effort he works with these groups in the design and development of reward programs to align executive efforts and results with the success of the company. His financial background provides him with a grounded perspective on performance measurement and performance management. For the last seven years, Mr. Becker has been included on the Directorship 100, a list published by directorship magazine recognizing the most influential people who are shaping agendas and corporate governance issues in boardrooms across America. Mr. Becker has worked with major public and private corporations across multiple industries. His clients range the spectrum from Fortune 50 companies to pre-IPO start-ups. He has worked with companies involved with initial public offerings, mergers, acquisitions and divestitures, as well as helped organizations develop new reward philosophies and approaches to support a major change in business direction. Mr. Becker received his MBA in finance from Columbia Business School and has a Bachelors of Business Administration in accounting from the University of Massachusetts. He is a licensed CPA in New York State.
Peter LupoPete Lupo, managing director and head of the New York office, joined Pearl Meyer in 2006 with more than 20 years of business experience. Pete has worked extensively with compensation committees and management covering a variety of needs including the development of total compensation programs covering senior management, aligning pay to performance, developing board of director pay programs, designing annual and long-term incentive plans, advising on change-in-control, executive benefits, perquisites and governance-related matters. Before joining Pearl Meyer, Mr. Lupo held the national compensation practice leader role with Aon Consulting’s National Compensation Practice. He also has served as a principal and senior executive compensation consultant with Mercer Human Resources Consulting and as a benefits consultant at Towers Perrin. A graduate of Stony Brook University, Mr. Lupo holds an MBA from Long Island University.
Charles PizziThroughout his career, Charles P. Pizzi has been a transformative leader of business, governmental and civic enterprises known for his commitment to excellence and his integrity. Mr. Pizzi has a breadth and depth of corporate and governance experience and a passion for service. Mr. Pizzi, as the President and CEO of Tasty Baking Company (NASDAQ) from 2002 – 2011, successfully completed its merger with Flowers Foods, Inc. Tasty Baking Company, headquartered in Philadelphia, PA, is the manufacturer of the popular Tastykake branded snack cakes. Mr. Pizzi led the transformation of the entire company including the manufacturing operations that culminated in the company’s move to the world’s largest “green” bakery and being named the 2010 Baker of the Year. He continues to be a consultant to the CEO of Flowers Foods. Prior to joining Tasty Baking Company, Mr. Pizzi was a member of and subsequently President and CEO of the Greater Philadelphia Chamber of Commerce, for 13 years. Mr. Pizzi also served as Vice Chairman of the American Chamber of Commerce Executives in 1997 and Chairman of the Metro Council Presidents in 1998. Prior to his appointment as President of the Chamber, Mr. Pizzi was Commerce Director for the City of Philadelphia, where he implemented the City’s economic development strategies and chaired the Mayor’s Development Cabinet. Politically savvy, Mr. Pizzi was also a key figure in the transition teams for Governor Ridge and Mayor Rendell. As a skilled operating and financial executive, Mr. Pizzi lends his expertise to corporate Boards of Directors. Since 1991 he has been a member of Independence Blue Cross’s Board and currently serves as Vice Chair and has participated in the growth of the company from $3 billion to $16 billion. Mr. Pizzi has served as Chair of the Compensation Committee and a member of the Audit Committee for Brandywine Realty Trust (NYSE) since 1996. In 2011 Mr. Pizzi joined the Boards of AlliedBarton Security Services (a Blackstone Company) and the Franklin Square Energy and Global Opportunity Funds. Additionally in 2012 he was appointed as Chair of the Governance Committee and a member of the Compensation Committee of PHH Corporation. In 2013 he was elected to the Pennsylvania Realty Trust Board (NYSE) and serves as Chair of Compensation and is on the Audit Committee. Mr. Pizzi’s financial acumen allowed him to play a role as Chairman of the Federal Reserve Bank of Philadelphia during the time of the financial crisis; where he had the opportunity to work with the members of the Central Bank. In addition, Mr. Pizzi was a member of the Executive Committee and oversaw the merger of the Philadelphia Stock Exchange with NASDAQ. He served on the Board of Day and Zimmerman, working with the third generation of one of the largest privately held companies. He was a member of the Board of Vestar Securities, a mutual bond fund Board. Mr. Pizzi is an active participant in civic and community affairs and has been a member of many of Philadelphia’s non-profit Boards. He has served on the Boards of Drexel University, the Committee of Seventy, WHYY, the Philadelphia Orchestra Association and the Pennsylvania Academy of Fine Arts. He participated on the Boards of the Center City District as well as the Philadelphia Constitution Center and the Philadelphia Industrial Development Corporation. In 2009 Mr. Pizzi was awarded the William Penn Award. Mr. Pizzi graduated from LaSalle University with a B.A., earned an M.S. at the University of Pennsylvania, and received an honorary doctorate from St. Joseph's University. Mr. Pizzi is married and has four sons.