Upcoming Webinars Archived Webinars Training Vitals Host A Webinar About Get Updates Contact
September 21, 2006, 1:00pm - 3:00pm EDT
Executive Compensation Disclosure

- Charles D. Loring,  CEBS, CCP, Senior Vice President and Director, Executive Compensation, Wachovia    Corporation Learn More
Thomas Lehner, Policy Director, Business Roundtable Learn More
- Mark Wincek, Head of Kilpatrick Stockton's Employee Benefits and Compensation Practice
- Jennifer Schumacher
, Partner, Kilpatrick Stockton LLP
- Lois Wagman Colbert
, Partner, Kilpatrick Stockton LLP

 Podcast Options
iTunes Podcast SubscribeAll Podcast Options.Listen Now! To all archive in the Podcast.

Complying with the SEC Rules Change

The SEC has adopted the first rules change to disclosure requirements on executive compensation since 1992. This affects disclosure in proxy statements, annual reports and registration statements. The SEC’sgoal is to  provide a more precise and clear reporting of the top executives total compensation package to shareholders.

Publicly traded companies are required to provide, in plain English, the full value in a single bottom line figure of the total compensation package, with more disclosure on the various components of the package, including past termination arrangements.

Replacing the current Performance Graph and Compensation Committee Report, the new Compensation Discussion and Analysis section becomes a legal part of the proxy statement. The speakers will discuss the required disclosure information for this section, the affect on current and future proxy statements and the reorganized Summary Compensation Table.

Take away points include:

  • How to meet the SEC’s expectations in compensation disclosures
  • What should be done now, and in the future, to prepare organizations for compliance

  • What are shareholders views and expectations?

  • Requirements of the new disclosure tables


  • CEOs
  • CFOs
  • CHROs
  • Directors of Executive Compensation and Benefits
  • General Counsels
  • Corporate Counsels
  • Corporate Directors
  • Senior Corporate Officers
  • Board Members

Kilpatrick Stockton LLP is a full service international law firm with offices across the globe.  Our Employee Benefits practice encompasses all areas of employee benefits, executive compensation law and ERISA litigation, and represents a wide range of businesses from the Fortune 10 to start-ups.

Charles D. Loring, CEBS, CCP, Senior Vice President and Director, Executive Compensation, Wachovia

Mr. Loring manages all aspects of Wachovia’s executive compensation and benefit programs including: director’s compensation, equity compensation strategy and administration, corporate incentive compensation, deferred compensation management, executive benefit programs and all aspects of M&A compensation administration.

From 1987 to 2002 he was Senior Vice President and Manager of Compensation and Benefit Plan Design at Bank of America.  Mr. Loring has a MA, Labor Economics from the University of Texas and a BA, International Relations from the University of Oklahoma .                

Thomas Lehner, Policy Director, Business Roundtable

In this capacity he manages the Corporate Governance Task Force and the Civil Justice Task Force.

Recently cited as “the most influential chief executive lobbying group in the U.S.” by the Financial Times, Business Roundtable members are at the forefront of public policy, advocating for a vigorous, dynamic global economy. The Corporate Governance Task Force focuses on a range of issues including Corporate Governance Best Practices, The Business Roundtable Institute for Corporate Ethics, Executive Compensation, Stock Options, Proxy Voting and Shareholder Access and Communications. The Civil Justice Task Force works on legal reform efforts at the state and feral level, including class action reform, Asbestos settlement legislation, and medical liability reform.

Prior to joining the Business Roundtable, Tom was Executive Vice President for the American Financial Service Association. His work included efforts to reform bankruptcy laws, renew the national credit information system, and testimony before Congress on preventing identity theft.

Mr. Lehner has extensive government experience, with strong bi-partisan relationships and is well known and respected within the business and political communities of Virginia and Washington D.C.

Mark Wincek is the head of Kilpatrick Stockton's Employee Benefits and Compensation Practice. His practice has concentrated on counseling clients on tax aspects of employee benefits and executive compensation, and representing clients on benefits matters before the federal agencies and Congress. From 1976 to 1981, he was on the staff of the U.S. House Ways and Means Committee, serving as Senior Subcommittee Counsel to the Ways and Means Oversight Subcommittee from 1980 to 1981. 

A frequent writer and speaker on employee benefits matters, Mr. Wincek is the author of “Notice 2005-1: A Bridge to Compliance With §409A — The Scope of §409A's Coverage,” which appeared in the BNA Executive Compensation Library and other BNA publications. He has also contributed to the Benefits Law Journal, the Journal of Pension Planning Compliance, the National Law Journal, the Tax Management Compensation Planning Journal, Tax Notes, and the Proceedings of the New York University Annual Conference on Employee Benefits and Executive Compensation (NYU Annual Conference).

He led the Association of Corporate Counsel's teleconference on NYSE and NASDAQ equity compensation plan standards, and he moderated the ABA Joint Committee on Employee Benefits December 2004 Teleconference on section 409A.  In addition, his speaking appearances include the NYU Annual Conference, the ABA National Institute on Executives and Directors Compensation, and conferences sponsored by the Employers Council on Flexible Compensation, Executive Enterprises, Prentice Hall, and the International Foundation of Employee Benefit Plans.

Jennifer Schumacher is a partner with Kilpatrick Stockton LLP, practicing in the Employee Benefits and Compensation Practice Group in Atlanta.  Ms. Schumacher focuses her practice on executive and equity compensation, qualified retirement plans, and benefit and compensation issues arising in mergers, acquisitions, spin-offs and other business transactions.   


As a partner, Lois Colbert engages in a comprehensive employee benefits practice with concentration in the areas of deferred compensation (including 409A compliance), retirement plan qualification (including drafting and obtaining Internal Revenue Service determination letters on tax-qualified status), welfare benefit plans (including HIPAA privacy compliance), equity compensation, fiduciary responsibility, prohibited transactions (including obtaining Department of Labor exemptions) and negotiation of employee benefit aspects of business transactions.  Ms. Colbert is a frequent speaker on various employee benefits and equity compensation topics. Prior to joining Kilpatrick Stockton, she was associated with a law firm in Washington D.C., where she also concentrated in the area of employee benefits. 

Copyright © 2016-2017 Honeycomb Worldwide Inc.