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Accounting for and Taxing Executive Compensation/Bonuses Best Practices
LIVE Webcast
J. Henry Oehmann III CCP, CBP, CEBS, SPHR
Director-National Executive Compensation Services
Grant Thornton, LLP
Henry is Director National Executive Compensation
Services practice and offices in Grant Thornton’s
Raleigh office. Henry has more than thirty years of
executive compensation consulting experience.
Experience
Henry works extensively with compensation
committees of public companies on executive
compensation and corporate governance issues. Prior
to joining Grant Thornton LLP, he was Vice-President
of Executive Compensation Services at Clark
Consulting, a Principal and compensation practice
leader at Arthur Andersen and at Buck Consultants in
Atlanta. In addition, he was Director of
Compensation and Employee Benefits at Progress
Energy. His in-depth experience in the banking and
financial services industry is coupled with a wide-range
of consulting engagements including both domestic
and international clients across various industries.
Industry experience
Henry has provided consulting expertise in a variety of
industries. He has substantial experience in banking
and financial services, especially with TARP recipients
and acquirers of failed institutions. He has worked
closely with boards and management of a number of
public and private companies. He has assisted
companies in developing the pay and performance link
in stock-based compensation programs and cash
incentive compensation arrangements, executive
benefit and perquisite development and CIC and postemployment
analysis. He frequently works with
boards and compensation committees in matters
involving executive compensation trends, the changing
regulatory environment and corporate governance
matters.
J. Mark Poerio
Partner, Employment Department
Paul, Hastings, Janofsky & Walker LLP
Mark Poerio is a partner in the Employment department in the Washington D.C. office of Paul Hastings. For nearly 25 years, Mr. Poerio has been in private practice with a focus on executive compensation and employee benefit matters, especially from a business and corporate governance and securities perspective. He works regularly with every Paul Hastings office, on a national and international level, and has significant pro bono representations relating to not-for-profit business, executive compensation, and tax matters. Mr. Poerio is also an adjunct professor with the Georgetown Law School, where he designed and teaches both “Executive Pay and Loyalty” and “The Business and Securities Aspects of Executive Compensation”.
Mr. Poerio regularly assists the global client base of Paul Hastings with the corporate, tax, financial accounting, securities, labor, and litigation issues that relate to executive compensation, especially as it relates to stock plans and awards, performance-based incentive compensation, and the design and structure of clawback and forfeiture provisions relating to loyalty covenants (such as non-competition and confidentiality agreements). Mr. Poerio’s practice also includes the fiduciary and compliance issues relating to retirement and health plans, and the design of executive employment agreements. Nearly half of Mr. Poerio’s practice has generally involved the employment and benefit issues relating to corporate mergers and acquisitions, where he and his team handle ERISA due diligence, golden parachute issues and calculations, transitional issues, and strategies for minimizing financial expense and taxation.
Regina Olshan
Partner
Skadden
Regina Olshan’s practice focuses on advising companies, executives and boards on navigating the regulatory complexities of executive compensation and benefits. This includes tax laws (including laws governing deferred compensation, golden parachute arrangements and deduction limitation rules), securities laws (including reporting and disclosure requirements and registration issues) and limitations imposed on companies that have accepted money under various government “bailout” programs (such as TARP).
In addition, Ms. Olshan regularly advises public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, spin-offs, initial public offerings, restructurings and other extraordinary corporate events, including private equity and leveraged buyout transactions. She also regularly advises large public companies and individual senior executives on the adoption, revision, and negotiation of executive employment and severance agreements.
Ms. Olshan organized and led the successful effort by a coalition of more than 90 law firms requesting the extension of the original Internal Revenue Code section 409A compliance deadline. She is the author and editor of Section 409A Handbook published by BNA, lectures frequently on executive compensation issues, and has been quoted in various major publications on issues arising under Internal Revenue Code sections 409A and 457A, and other executive compensation matters.
Carol Silverman
Principal
Mercer LLC
Carol S. Silverman is a principal in the Washington Resource Group (WRG) of Mercer. The WRG is a national legal resource for Mercer consultants and clients on legislative and regulatory developments.
Ms. Silverman advises employers on corporate governance and regulatory issues, and executive and director compensation strategy and design, with an emphasis on employment and change in control agreements and equity programs. She also specializes in employee benefit issues that arise in the context of corporate transactions and initial public offerings.
Ms. Silverman is the author of a chapter entitled “Transaction-Related Incentives” in Paying for Performance – A Guide to Compensation Management (2002); and co-author of chapters entitled “Drafting and Negotiating Employment Contracts” (BNA Books 2010) and “Transparency and Accountability – The Changing Role of the Compensation Committee” (BNA Books 2007 – currently being updated for 2010). She is also the co-author of the following articles: “Change in Control Programs: A Best Practice Approach,” NACD – Director’s Monthly (May 2008); “An Action Plan for 409A Compliance,” NACD – Directors Monthly (November 2007), “Proxy Disclosure: Unraveling the SEC’s 11th Hour Changes,” Workspan (April 2007); “A Changing Landscape for CIC Protections,” Directors and Boards (First Quarter 2005); “Drafting Employment Contracts Get Employers in the Game,” Workspan (August 2002); and “Senior Executive Employment Contracts,” The Corporate Board (July/August 1999).
Ms. Silverman holds a B.A., Phi Beta Kappa and summa cum laude in history from Yale University and a J.D. from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar. Prior to joining Mercer, she was an associate at Davis Polk.
Accounting for and Taxing Executive Compensation/Bonuses Best Practices
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