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Increased external scrutiny of equity compensation will likely continue to complicate the share authorization process. Companies who seek shareholder approval of new or amended stock plans face the challenge of balancing business and HCM needs against the governance demands of proxy advisory firms, institutional investors, activist investors and other stakeholders.
The following presentation will provide participants some tips to maximize voting outcomes while preserving company and board flexibility in delivering equity compensation as part of a broader HCM philosophy.
Some of the topics that will be addressed:
- ISS, Glass Lewis and top investor expectations, trends and go-forward considerations
- Proxy proposal disclosure best practices
- Engaging with shareholders: process, strategy and keys to success
Director, Governance and ESG Advisory, Human Capital Solutions
Spencer Gibson is a Director at Aon plc, Human Capital Solutions. Prior to leading Aon’s equity plan proposal solutions team, Spencer worked at the proxy advisor firm, Glass Lewis, where he was a Senior Research Analyst on the company’s executive compensation team. His expertise and strengths include the following: (i) Glass Lewis’ and ISS’ compensation policies, voting guidelines, and research approach; (ii) strategic process of requesting shares and obtaining majority support for equity compensation plans; (iii) ISS and Glass Lewis share request analysis; (iv) Compensation, Discussion and Analysis disclosure strategy; (v) Glass Lewis’ pay-and-performance techniques; and (vi) governance engagement process of public companies.
Senior Consultant, Governance and ESG Advisory, Human Capital Solutions
Arnica Ferrer is a Senior Consultant at Aon plc, Human Capital Solutions. Arnica has over 13 years of corporate governance experience. She previously worked at Institutional Shareholder Services before joining Aon. She primarily focuses the following topics (i) Share request strategy for equity compensation plans, (ii) ISS’ compensation policies, voting guidelines, and research approach, (iii) ISS’ pay-for-performance analysis, (iv) ISS’ capitalization structure policies, and (iv) pay ratio calculation.