Extreme Executive Compensation Actions: Sometimes They Make Business Sense
Date : 23 AUGUST 2018
Time : 12 : 00 PM EST
Duration : 60 MINUTES

Mark Poerio has 30 years of experience as an attorney advising public and private companies, compensation committees, and executives about the corporate governance, securities, tax, and accounting issues relating to executive compensation. For Georgetown Law, he taught a course on this subject for almost 10 years and established a comprehensive website.

Mark has recently served on the executive board of the American Benefits Council and is President of the prestigious American College of Employee Benefits Council. Mark is a partner with the Wagner Law Group.


This course will focus on five executive compensation practices that are commonly avoided because they depart from best practice principles. Nevertheless, there are occasions when the following will serve valid – and sometimes critical – business purposes:

  • Making mega-grants of stock awards (aka front-loading)
  • Offering diversification opportunities with respect to employer stock  - such as through 10b5-1 plans
  • Providing perquisites, such as club memberships, etc
  • Committing to single-trigger vesting upon a change in control
  • Paying tax gross-ups

If executed poorly, each of the above could antagonize shareholders and their advisory firms (such as ISS). Our course will examine when it makes sense to consider each alternative, as well as how best to consider and pursue them.

Because outliers are so often targeted for shareholder activism, executive compensation has become increasingly homogeneous. Being ordinary does not, however, suit all corporate objectives. Good governance should include breaking from the mainstream when doing so will advance legitimate corporate objectives, such as the retention of key employees and the creation of incentives for them to achieve corporate goals. Our course will discuss uncommon vehicles that may make business sense.

Learning Objectives

Through this course, listeners will learn to --

  • Identify “problematic  practices” based on guidelines published by shareholder advisory firms such as ISS
  • Understand the business circumstances that may justify executive compensation decisions that are generally avoided
  • Anticipate second-guessing and defuse objections through smart execution

Who Should Attend

This course will provide insights for anyone interested in better designing executive compensation, whether from the individual perspective of an executive holding equity awards or from the perspective of decision-makers and their advisors (namely, company owners, corporate directors, compensation committee members, executive officers, and key employees, and those attorneys, accountants, and consultants who provide executive compensation advice).

  • $149.00