Comp Talks Series

Compensation and benefits partner Michael Bergmann and public companies partner Sarah Sellers will recap recent trends in compensation-related disclosure, voting and lessons learned from the 2024 peak proxy season, along with the resulting filings and annual meeting results. Cooley’s compensation and benefits co-chair Ali Murata will moderate this informative virtual session.

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Cooley partners Rama Padmanabhan and Michael Bergmann will discuss the recent trends, special issues, and considerations relating to executive compensation and employee benefits in the context of mergers, acquisitions and similar transformative corporate events. Cooley’s compensation and benefits co-chair Ali Murata will moderate this informative virtual session.

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Cooley partners Scott McCall and Pete Adams will discuss recent developments in mega grant equity compensation awards given to controlling shareholder executives – and the corporate governance matters that have arisen and continue to arise as a result. Cooley’s compensation and benefits co-chair Ali Murata will moderate this informative virtual session.

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Cooley partners Ali Murata and Brad Goldberg, along with Compensia principal Mark Borges, will provide an overview of hot-button topics in proxy disclosures leading into the 2025 proxy season, including proxy advisory firm and institutional investor policy updates, in this informative virtual session.

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Founders and executives at privately held companies face unique decisions when designing equity award programs that work today and will continue to work in the future as the company grows. Whether it’s how much equity to grant and to whom, what type of equity, when to refresh and how that fits into option pool utilization, these are questions that are essential to a successful private company. The session answered some of the most popular private company equity compensation questions – some of which you didn’t even know you had!

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Private company equity awards – sometimes it’s nothing but vibes, sometimes you literally cannot (as in, legally). Tune in to this panel to learn strategies for managing compensation in a volatile market, including ever-changing 409A valuations, refresh equity awards, option repricing and carve out plans. Our speakers have firsthand experience addressing these issues and possess useful intel that can help you and your company manage these situations.

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Whether the goal is an initial public offering or a private buyout, investors want to see potential acquisitions with on-market compensation arrangements that are carefully conceived and appropriately sophisticated. For its part, leadership wants to make sure the key players, who bring a crucial skill set to the handoff point, are fairly rewarded – whatever the future holds. Join us for a discussion on severance and change in control arrangements, job titles, leveling and growth, and other tips and tricks with an eye toward the endgame.

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This recap provided an overview of recent trends in compensation-related disclosure, voting results and related topics of interest based on lessons learned from the 2023 peak “proxy season” and the resulting filings and annual meeting results. Presented by Cooley partners Alessandra Murata, Megan Arthur Schilling and Aon partner Laura Wanlass.

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Cooley partners Alessandra Murata, Nyron Persaud, and Rama Padmanabhan will discuss the special issues and considerations relating to executive compensation and employee benefits that arise in the context of mergers, acquisitions and similar transformative corporate events.

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Cooley partner Alessandra Murata and Compensia principal Mark Borges cover hot-button topics that have arisen as a result of Securities and Exchange Commission rulemaking activity in late 2022 and 2023, discuss potential compliance issues and market trends based on actions taken to date by listed companies and other organizations, and look ahead to expected next steps for late 2023 and beyond.

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With new trends impacting environmental, social and governance (ESG) and human capital management (HCM) reporting, this webinar will focus on subtopics that affect compensation, benefits and human resource practices. Presented by Cooley partners Alessandra Murata, Beth Sasfai and Wendy Brenner and Verizon’s Vice President & Deputy General Counsel – SEC & ESG Reporting Dana Kahney.

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Companies face special considerations when remunerating employees or service providers outside of the US. This webinar will cover timely topics – including the effect of recent regulatory and market conditions on performance incentives, compensation issues arising in cross-border M&A transactions, and the unique challenges of granting equity awards on a global scale, spanning from Latin America and Asia to the UK, Australia and Canada. This session will be of particular interest to US companies with an international workforce, as well as to non-US companies that are listed in the US. Presented by Cooley partners Alessandra Murata, Paula Holland and Nicola Squire, along with Heather Marshall, senior director of executive compensation at Willis Towers Watson.

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Cooley partners Alessandra Murata, Megan Arthur Schilling, and Jaime Chase will lead an overview of proxy advisory firm and institutional investor policy updates, as well as hot-button topics in proxy disclosures leading into the 2024 proxy season.

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Join us as we explore the latest developments surrounding the director compensation-setting process for public companies’ boards, including policy and design considerations, as well as the recent landscape of related litigation claims. From adverse shareholder action to high-profile directors’ bespoke compensation expectations, companies in the last few years have had to carefully consider the benefits and pitfalls of adopting formula-driven director compensation programs or continuing to rely on compensation limits (with or without modifications, in light of recent developments).

During this session, Cooley partners Alessandra Murata, Peter Adams and Ariane Andrade will discuss various aspects of designing and implementing director compensation, including recent market trends, mitigating litigation risk, scope of policy-setting, practical considerations, and building in flexibility for the unexpected.

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With the Securities and Exchange Commission recently finalizing long-pending pay-versus-performance disclosure rules mandated by the Dodd-Frank Act, this webinar covers substantive requirements of the new rules, suggested processes and practices, potential issues and pitfalls to watch for and more. Presented by Cooley lawyers Amy Wood and Alessandra Murata, with Principal at Compensia Mark Borges.

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This session focuses on proxy advisory firm and institutional investor policy updates, as well as advice for the 2022 proxy season.

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As investor and societal focus on environmental, social and governance (ESG) issues has grown, so too has pressure on public companies to consider tying a portion of executive compensation to achieving ESG targets. Our panel discusses the considerations and challenges that may arise, and provides advice on designing, implementing and disclosing compensation arrangements that incorporate ESG metrics. Presented by Cooley lawyers Amy Wood, Erin Kravitz, Nyron Persaud and Executive Vice President & Head of ESG at Edelman Heidi Dubois.

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Significant front-loaded multi-year equity incentive awards referred to as “mega grants” or “moonshot awards” have once again made headlines and increased in prevalence. This comp talk session focuses on the nuts and bolts of mega grants including disclosure and stockholder-related considerations as well as best practices for implementing these incentives. Presented by Cooley lawyers Amy Wood, Alessandra Murata and Courtney M.W. Tygesson.

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This session explores the latest developments surrounding the director compensation-setting process for public companies’ boards, including policy and design considerations, as well as the recent landscape of breach of fiduciary duty claims.

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This session explores compensation design and implementation considerations unique to companies operating in the life sciences industry. The discussion includes emerging trends in cash and equity compensation, designing lifecycle-appropriate compensation arrangements, and industry-specific challenges such as confidential treatment of performance milestones, pre-commercial revenue constraints, equity compensation dilution, and industry-specific ESG metrics and human capital disclosure.

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This session explores compensation design and implementation considerations unique to companies operating in the technology industry. The discussion includes emerging trends in cash and equity compensation, investor expectations, short and long-term operational and financial goals, and industry-specific challenges such as an increasingly remote workforce, rapid growth, and the increasingly competitive market for both employees and non-employee directors.

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This session is a rapid-fire discussion of hot topics related to compensation benefits.

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This session focuses on proactively positioning the company for successful post-acquisition integration, including tips and traps to watch for as early as the term sheet stage. Topics include issues relating to equity awards, cash compensation and benefit plans, as well as effective communication strategies.

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