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"Say on Pay" Proposals

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"Say on Pay" Home Page

Program Reference


Agenda for October 21, 2009 Meeting

See also

September 17, 2009 Forum Report

Plans for Projects and October 21 Meeting


For issues addressed by two members of the meeting's second panel ("Say on Pay - How Can We Make it Work?"), see



Say on Pay: Where We Are and How Do We Make it Work?

TIAA-CREF and the National Association of Corporate Directors, NY Chapter, are jointly hosting a program entitled Say on Pay: Where We Are, and How Do We Make it Work? on October 21, 2009 from 10am until 2pm at TIAA-CREF's headquarters in New York City. This follows up on our successful April 2009 conference, The Say on Pay Advisory Vote is Here, Now What?

Our concept is to provide a forum for the various groups in the Say on Pay debate to conduct a rational, coherent, above-the-fray dialogue on the purpose, value, merits, challenges and mechanics of Say on Pay advisory votes. By fostering a constructive dialog among investors, board directors and company management, we hope to assist each group to understand the viewpoints of the other constituencies in the debate, and to consider how an advisory vote can be a constructive tool for both the investment and business communities. One goal is to soften the rhetoric that has erupted over executive compensation, in search of common ground. This is especially timely as we examine and reflect on the results of the 2009 proxy season, while at the same time consider important emerging developments in the area, including pending federal legislation.

We do not expect all the questions to be answered, and may likely leave with more questions than we started with. However, we strongly believe that open and frank dialogue is the best way to ensure we extract the most value from the significant resources that are being committed around the "Say on Pay" vote by the governance community.

Program Agenda:


9:15 am Registration & Networking
9:40 am Welcome Address and Topic Overview
10:00 am Panel #1 - Say on Pay - An Examination of Where We Are and How We Got Here

Pimm Foxx, Bloomberg Television

Arthur C. Martinez, Chairman of the Board, HSN, Incorporated; Director Nominee, American International Group, Incorporated; Lead Director, International Flavors & Fragrances Inc.; and Director: IAC/InterActiveCorp, PepsiCo, Incorporated and Liz Claiborne, Incorporated

Kenneth P. Kopelman, Partner, Kramer Levin Naftalis & Frankel LLP

Kenneth A. Bertsch, Executive Director, Corporate Governance
Morgan Stanley Investment Management, Global Equity Group

Hye-Won Choi, Senior Vice President, Head of Corporate Governance, TIAA-CREF


12:00 pm Luncheon - with remarks by TIAA-CREF President
& CEO, Roger W. Ferguson, Jr.

12:30 pm Panel #2 - Say on Pay - How Can We Make it Work?

Donna F. Anderson, CFA, Vice President and Head of Global Corporate Governance, T. Rowe Price Associates, Inc.

Edward J. Durkin, Director, Corporate Affairs Department United Brotherhood of Carpenters

Mary R. (Nina) Henderson, Lead Director, Del Monte Foods Company; Director, Pactive Corporation, AXA Financial; Founder, Henderson Advisory

Jeffrey N. Gordon, Alfred W. Bressler Professor of Law, Columbia Law School

Mary Louise Weber, Assistant General Counsel, Verizon, Inc.

2:00 pm Adjourn

Date: Wednesday, October 21, 2009
9:30 am - 2:00 pm
730 Third Avenue, New York, NY 10017

Cost: $40 for NACD Members
All Others - $75
Register: Online: Click here
Phone: 866-648-3369




This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.