This program is being offered to members and non-members who are currently Directors of publicly and privately held companies. As a Director, we encourage you to attend and invite other members of your Board of Directors and colleagues and acquaintances who are Directors. 

The Dodd-Frank Act, which became law in the summer of 2010, provided for some major new requirements affecting executive compensation for all public companies. We dealt with some of those changes in January 2011, but the SEC has had several controversial additional rulemaking assignments for 2011 that could affect the 2012 proxy season and will affect public company executive management for years to come. The rules include compensation “clawbacks” and controversial and complex disclosure of the difference between CEO and “average employee” compensation. The SEC has no announcements yet, so this could be a year where companies are dealing mostly with the disclosure and Year 2 impacts of “Say on Pay”, including how to work with ISS and other proxy advisory firms on these and other governance issues. We’ll also provide (limited) advice for companies who become defendants for failure to pass the Say on Pay vote. In addition, many companies are wondering what to do about the “Whistleblower” rules issued by the SEC this past summer. Our panel of compensation and legal experts from four of our sponsor firms will educate the director-only audience on these topics.

Moderator: Tom Briggs is a board and Audit Committee member and Chairman of the Compensation Committee for Whiting Petroleum Corporation. He also served as a board member and Chairman of the Audit Committee for Corrpro, Inc. from 2004 to 2009. During his prior career he served as CFO of six public and private companies in Denver, primarily in the oil and gas and food industries. He also spent ten years in public accounting with two of the current four worldwide firms where he was a tax and M&A consultant to oil and gas exploration and other companies. He is past Director of the Independent Petroleum Association of the Mountain States (IPAMS). Tom holds a B.A. in Accounting from Duke University and a J.D. from the Georgetown University Law Center.

Panel Members

Douglas R. Wright is a partner of Faegre & Benson LLP in Denver, Colorado. Doug’s practice in the corporate finance area emphasizes securities transactions and corporate governance advice, financings and mergers and acquisitions in industries such as telecommunications, manufacturing, transportation, technology, gaming, oil and gas and mining. A Past Chairman of the Business Law Section of the Colorado Bar Association, Doug was named Denver Best Lawyers Corporate Lawyer of the Year, 2011 and has been recognized for many years by Chambers USA and Super Lawyers in the Corporate and Securities areas.  He is a graduate of Hamilton College and Cornell Law School.

Amy M. Wood is an associate in the Compensation & Benefits practice group and a member of the Business department at Cooley LLP. She joined the Firm in 2003 and specializes in the areas of executive compensation, equity compensation and employee benefits.  Her experience includes designing and implementing equity incentive plans and employment, severance and other compensation-related arrangements for public companies, as well as advising public companies with their compensation-related disclosure in SEC filings.  She also has extensive experience counseling public companies on the proxy voting guidelines of specific institutional investors and the vote recommendation policies of proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis, as well as the Governance Risk Indicators, or GRId scores, that are issued by ISS.   

John Elofson is a partner at Davis, Graham & Stubbs LLP, where his practice focuses on securities offerings and compliance and mergers and acquisitions. He has represented clients in a variety of industries in debt and equity offerings, mergers, stock and asset purchases, joint ventures, tender offers and proxy contests. Mr. Elofson previously practiced at Wachtell, Lipton, Rosen & Katz in New York City after graduating from Columbia Law School, where he was a James Kent Scholar and a Harlan Fiske Stone Scholar. He is an adjunct professor at the University of Denver College of Law and has written numerous articles on corporate law.

Prior to founding Denver Compensation & Benefits, John was partner-in-charge of KPMG’s Denver Compensation and Benefits practice.

Time:         5:30PM-8:00PM
Cost:         NACD Members - $49 / Non-Members - $64
Location: Denver Country Club
                   1700 E. 1st Avenue
                   Denver, CO 80218

Click Here  to Register for this event.  

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