The current political climate is ratcheting up the external focus on executive compensation and the income gap, which Boards and Compensation committees need to be prepared for. The discussion at this lunch program will include:
How should boards be prepared for executive retention if the economy softens, or their industry sector is severely affected by forces outside of the control of the company?
Is the impact of the new proxy advisor metric (EVA) appropriate for your company?
Gender pay equity is a hot issue. What are some of the approaches Boards are taking to address this issue company-wide?
When and how should non-financial metrics (e.g. ESG) be introduced into executive compensation plans, as recommended by large passive investors?
Director compensation is now being discussed as a potential issue. Is the board overpaying itself?
Board Member, Compensation Committee Chair, and former CEO
Bruce C. Edwards was Chief Executive Officer and member of the Board of Directors of Powerwave Technologies, Inc. starting in February 1996 and in February 2005 he became Powerwave’s Executive Chairman of the Board. In October 2007, Bruce retired from Powerwave. During his tenure at Powerwave, annual revenues grew from $36 million in sales to over $700 million.
Prior to joining Powerwave, Bruce was at AST Research, Inc. for eleven years, serving most recently as Executive Vice President and Chief Financial Officer and a member of its Board of Directors. During his tenure at AST, the company grew from $12 million in sales to $2.5 billion and joined the list of Fortune 500 companies.
Bruce was a member of the Board of Directors of Emulex Corporation, a New York Stock Exchange listed company, since May 2000 and became Chairman of the Board in February 2014. Emulex was acquired by Avago Technologies in May 2015. In October 2006, he joined the Board of Semtech Corporation, a Nasdaq Exchange listed company. Bruce is currently Chairman of Semtech’s Compensation Committee. In November 2012, he joined the board of directors of Lantronix, Inc., a Nasdaq Exchange listed company and is currently Chairman of the Compensation Committee. In addition to the five boards listed above, he has previously served on the boards of six public and two private companies.
John P. Kelsh is a partner in the Corporate and Capital Markets group in the firm’s Chicago office of Sidley Austin. He is co-leader of the firm’s global Corporate Governance and Executive Compensation practice area. He regularly advises numerous publicly traded corporations on a wide range of matters, with a particular focus on federal securities laws, corporate governance and executive compensation.
John regularly speaks on executive compensation and securities matters and has taught Securities Regulation at both Northwestern University and the University of Chicago. John joined the firm in 1998 and became a partner in 2004.
Prior to joining the firm, he served as a law clerk to Chief Justice William H. Rehnquist of the Supreme Court of the United States and Judge David B. Sentelle of the United States Court of Appeals for the District of Columbia Circuit.
Hoshi Printer has more than four decades of board, general and financial management experience spanning a wide range of industries. His expertise includes board roles especially in audit committees, dealing with Wall Street, capital raising, improving operational effectiveness, and restructuring organizations.
He has served as CFO for 20 years in ten technology companies, taken three companies public, and understands operations in both public and private companies.
He currently serves on the boards of both public and private companies, including as Audit Committee Chairman.
He was at Xerox as divisional VP of Finance and has an MBA from Stanford.
David Swinford is President and Chief Executive Officer of Pearl Meyer. In his consulting role, Dave works closely with companies to link compensation with business and leadership development strategies in order to build and maintain strong executive teams that create value over the long term. He provides a candid and seasoned perspective on performance standards, balancing retention with pay-for-performance alignment, and compensation-related corporate governance issues. For more than 40 years, Dave has worked with boards and management teams in all major industries.
As CEO of the firm, Dave leads a highly talented team focused on long-term growth and sustainability through superior customer service, meeting expanding market needs, and developing great talent at all levels of the organization.
Dave previously served as senior managing director and head of Pearl Meyer’s New York office. Prior to joining the firm, he was a managing director and worldwide partner of William M. Mercer, Incorporated, where he was a national practice leader for executive compensation. Dave also served as a vice president at Towers Perrin, with worldwide responsibility for the executive compensation consulting practice, and in positions at Sibson & Company and Harris Corporation. He holds BS, MS, and JD degrees from the University of Wisconsin.
Dave works closely with the National Association of Corporate Directors and other organizations on director education and intellectual capital issues. He writes and speaks regularly on issues related to executive compensation and board governance. He is on the board of PM&P Holdings LLC, and chairs the board of the Humane Society of Greater Rochester, one of the country’s most respected animal welfare organizations.