Donna Anderson is a vice president of T. Rowe Price Associates, Inc., and a global corporate governance analyst in the U.S. Equity Division of T. Rowe Price. In her current role, Donna leads the policy-formation process for proxy voting, shepherds the firm’s engagement efforts with portfolio companies, and is co-chair of the Proxy Committee. She joined the firm in 2007 and has 12 years of investment experience. Prior to joining the firm, Donna was director of equity research services for AIM Investments and was employed by Dyer, Robertson & Lamme Inc. as an equities analyst. She earned a B.A. in Spanish, French, and German from Trinity University, San Antonio, Texas, and an M.B.A. from the University of Texas at Austin. Donna also has earned the Chartered Financial Analyst designation.
Amy Bilbija is an Executive Vice President at MacKenzie Partners, a leading full-service proxy solicitation, investor relations and corporate governance consulting firm. MacKenzie Partners specializes in mergers-and-acquisitions and contested situations, as well as complex corporate governance matters, with offices in New York City, California, and London. Amy is primarily responsible for all West Coast operations from the firm’s Palo Alto office and focuses on proxy contests, mergers-and-acquisitions, and corporate governance consulting, including assisting clients with designing and drafting equity compensation plans consistent with institutional investor and advisory firm policies. Amy has extensive experience consulting both Board of Directors and Senior Management in areas of shareholder communication, messaging, various policy matters, and overall strategic issues. Prior to joining MacKenzie nine years ago, Amy was Senior Counsel at the New York Stock Exchange where she provided legal and corporate governance advisory services to both the domestic and international listings departments.
Ms. Bilbija has a J.D. from New York Law School and an M.B.A., M.S. and B.A. from the University of Miami.
Mark Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission. Before that, he was General Counsel for ShareData, Inc. Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987. From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.
Mr. Borges is the author of SEC Executive Compensation Disclosure Rules, first published in June 2008 by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.
A California native, Mr. Borges graduated from Humboldt State University in 1976. He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981. He is a member of the American Bar Association.
Vice President - Proxy Voting
ING U.S. Investment Management
Since 2003, Ms. Bos has led the ING Funds proxy committee and managed a team responsible for all aspects of the Funds’ proxy voting activities. In 2010, her team also assumed administrative responsibility for all other proxy voting operations of ING U.S. Investment Management. Ms. Bos joined ING in 2001 as a project manager in the mutual fund legal administration group. In that role, she assessed the proxy voting rules proposed by the U.S. Securities and Exchange Commission in 2002 and developed a program for the Funds, whose proxy voting was subsequently centralized under a new department under her leadership.
For 10 years prior to joining ING, Ms. Bos served in corporate and securities paralegal and research analyst positions on behalf of professional services firms and public companies. She is a member of the Institutional Shareholder Services Governance Exchange Advisory Council, the National Association of Corporate Directors, and the Society of Corporate Secretaries and Governance Professionals. She contributed to Practical Guidance for Fund Directors on Oversight of Proxy Voting, a report released in September 2012 by the Mutual Fund Directors Forum. Since 2004, Ms. Bos has also served as Secretary of Margot Music Fund, Inc., a 501(c)(3) nonprofit corporation.
Head - Americas Research
Institutional Shareholder Services (ISS)
Ms. Bowie leads the research group responsible for proxy analysis and vote recommendations for thousands of companies in the U.S., Canada, and Latin America. During 2010 and 2011, she led compensation policy and research development at ISS, and previously headed the ISS Governance Institute team, which produces research and information around key issues in corporate governance and coordinates ISS's benchmark policy development. Prior to that, Carol directed ISS's Governance Research Service unit, which she also managed at the Investor Responsibility Research Center (IRRC) prior to its acquisition by ISS in 2005.
Before joining IRRC, Carol was Director of Publications & Research for Executive Compensation Advisory Services and long-time managing editor of the Executive Compensation Reports newsletter, analyzing trends and developments in executive pay at public companies. She is a frequent speaker on executive compensation and other governance issues, has published articles in journals such as Mergers & Acquisitions and Directorship Magazine, and often provides information and commentary to the business and general press. Carol was named to the National Association of Corporate Directors' 2010 and 2011 Hall of Fame lists as one of the 100 most influential people in corporate governance and boardrooms.
Securities Counsel - Office of the Secretary
The Coca-Cola Company
Mr. Brandman is Securities Counsel at The Coca-Cola Company, based in Atlanta, Georgia. His responsibilities include providing legal counsel to the corporation on matters of corporate governance, securities regulation, public company disclosure and securities law compliance, planning for the Board of Directors and Board committee meetings and monitoring regulatory and legislative developments. Mr. Brandman joined The Coca-Cola Company in 2010.
Prior to joining The Coca-Cola Company, Mr. Brandman was in private practice in Atlanta at the law firm of Paul Hastings LLP and in New York and London at the law firm Milbank, Tweed, Hadley & McCloy LLP.
Mr. Brandman is a member of the Securities Law Committee of the Society of Corporate Secretaries & Governance Professionals. Mr. Brandman is also a member of the Corporate & Securities Law Committee of the Association of Corporate Counsel and the Business Law Section of the American Bar Association. Mr. Brandman serves on the Board of Directors of the Pro Bono Partnership of Atlanta and the Southeastern Chapter of the Anti-Defamation League.
Mr. Brandman received a B.A. from University of Michigan and his law degree from Emory University School of Law.
Chair, NASPP and CompensationStandards.com
Publisher, Executive Press
Jesse Brill is recognized as one of the country's leading authorities on insiders' transactions and compensation planning for executives. Mr. Brill is the Publisher-Editor of the nationally acclaimed newsletters The Corporate Counsel and The Corporate Executive, which he has been publishing for over 35 years. His publishing company, Executive Press, also publishes Peter Romeo and Alan Dye's Publications (The Section 16 Treatise and Reporting Guide, The Section 16 Forms and Filings Handbook, The Comprehensive Section 16 Deskbook, and Section 16 Updates newsletter), Compensation Standards newsletter, and Lynn Borges & Romanek's Executive Compensation Disclosure Treatise and Reporting Guide. In addition, Brill's organization is responsible for the highly acclaimed websites, TheCorporateCounsel.net, Section16.net, DealLawyers.com, and CompensationStandards.com.
Mr. Brill is also founder and Chair of the National Association of Stock Plan Professionals. He received his law degree from Yale Law School.
Vice President - Legal
John Carey is Vice President - Legal of NYSE Regulation and is the lawyer with primary responsibility for advising on listed company matters. John has been with the NYSE since 2004. Prior to that, he was an associate in the corporate finance group of Skadden Arps. He is a 1995 graduate of the NYU School of Law.
Davis Polk & Wardwell
Ning Chiu is counsel in the Capital Markets Group, with an emphasis on corporate governance and SEC regulations for public companies. She regularly advises major companies on board-related issues, including director independence, securities law compliance, proxy disclosure, shareholder proposals, and the impact of proxy advisory services. Her practice also focuses on new developments and changing best practices in governance matters. She has represented both issuers and underwriters on a number of significant securities transactions, including one of the largest IPOs in U.S. history and advising newly public companies. Her clients have included Aetna, CVS Caremark, General Electric Company, Marsh & McLennan and Morgan Stanley.
The Delves Group
Don Delves, as President and Founder of The Delves Group, provides expertise in measuring performance, designing innovative pay and incentive systems, and helping companies get what they pay for with their compensation dollars. He works with boards, compensation committees, senior executives, and sales forces to improve their effectiveness and reassess the way they are organized, directed, and rewarded.
In his book, Stock Options & the New Rules of Corporate Accountability (McGraw Hill, August 2003), he pinpoints the problems of the current system and outlines steps that will dramatically improve the weak link between executive pay and performance. Prior to founding The Delves Group, he started and managed the Chicago office of iQuantic, was a Senior Consultant at Sibson and Co., an executive compensation consultant with Towers Perrin, served as a manager in personal financial planning and taxation with Arthur Anderson & Co., and served as a financial consultant to middle market companies for Harris Bank.
Mr. Delves is a CPA, holds an MBA in finance from the University of Chicago, and earned a BA, summa cum laude, in economics from DePauw University. He serves on the Chicago Compensation Association board, and is involved in a variety of civic and community organizations.
Weil Gotshal & Manges
Howard Dicker is a partner in the Public Company Advisory Group of Weil, Gotshal & Manges LLP in New York. He advises numerous companies regarding securities law issues, disclosure and compliance matters as well as on executive compensation and corporate governance. He has had a diverse corporate practice, including mergers and acquisitions, financings, securities offerings, venture capital investments and restructurings. Mr. Dicker is a member of Weil's Financial Regulatory Reform Working Group.
Mr. Dicker is also active in various bar associations and committees and speaks and writes on a variety of topics in corporate and securities law. He is Chair of the Securities Regulation Committee of the Business Law Section of the New York State Bar Association. He also is Vice Chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association. Mr. Dicker's publications include: "The SEC's New Disclosure Requirements Explained" in the International Financial Law Review (October 2006 corporate governance supplement); and "Executive Compensation and Corporate Governance," Chapter 3 in A Practical Guide to SEC Proxy and Compensation Rules, 3rd Edition (2005 Supplement), published by Aspen.
Prior to joining Weil in 1989, Mr. Dicker was an auditor and tax consultant at Price Waterhouse in New York. There, he focused on broker-dealers in securities and commodities. He is licensed as a certified public accountant.
Mr. Dicker received his Bachelor of Science degree in 1983 from the Wharton School of the University of Pennsylvania, where he majored in both finance and accounting. He then received a Master of Science degree in accounting in 1984 from the State University of New York at Albany. In 1989, he received his Juris Doctor degree with honors from The George Washington University Law School.
O'Melveny & Myers
Marty Dunn is a partner in O'Melveny's Washington, DC office and a member of the Capital Markets Practice. Prior to joining O'Melveny, he spent 20 years in various positions at the US Securities and Exchange Commission (SEC), most recently as Deputy Director, and former Acting Director, of the Division of Corporation Finance. As Deputy Director, he supervised that Division's Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business, and Enforcement Liaison.
Marty is one of the writers for The Corporate Counsel and is the recipient of these awards: SEC Capital Markets Award (2001, 2002, 2006); SEC Regulatory Simplification Award (2005); SEC Law and Policy Award (2000, 2004); SEC Chairman's Award for Excellence (2000); Federal Bar Association's Philip A. Loomis, Jr. Award (1998); SEC Chairman's Plain English Award (1998); SEC Supervisory Excellence Award (1995); Chambers USA (2009, 2010, 2011) Leading Individual in Securities Regulation: Advisory; Chambers USA (2009, 2010, 2011) Leading Individual in Securities Regulation
While at the SEC, Marty was responsible for a wide range of rulemakings, including:
Alan Dye's practice is focused on advising public companies and their boards of directors regarding compliance with the federal securities laws, particularly SEC reporting requirements, annual meeting and proxy-related issues, executive compensation disclosures, and insider trading restrictions. Alan also counsels public companies on corporate governance practices, compliance with the listing standards of the national stock exchanges, and state fiduciary duty law. He also regularly advises clients regarding beneficial ownership reporting requirements, and he assists clients in developing strategies for defending against claims arising under the insider reporting and short-swing profit provisions of the securities laws.
Following law school, Alan was appointed to serve as a law clerk for The Honorable Ellsworth A. Van Graafeiland of the U.S. Court of Appeals for the Second Circuit. Upon completing his clerkship in 1979, he entered private practice in Atlanta, where he was engaged primarily in securities and other commercial litigation. In 1982, Alan joined the staff of the Securities and Exchange Commission, where he served for two years in the Division of Corporation Finance and then for two years as special counsel to the Chairman of the agency. He left the commission to join Hogan & Hartson in 1986.
Alan is a frequent lecturer at professional seminars and is a former adjunct professor at the Georgetown University Law Center. Alan is an active member of the American Bar Association and formerly chaired the Administrative Law Section's Committee on Securities Commodities and Exchanges. He also serves on the Financial Industry Regulatory Authority's National Adjudicatory Council, which is FINRA's appellate adjudicatory body for professional disciplinary matters and other adjudicated matters. He has written extensively on various issues under the federal securities laws, including his co-authorship (with Hogan Lovells partner Peter J. Romeo) of the Section 16 Treatise and Reporting Guide (Executive Press), the Section 16 Deskbook (Executive Press) and the Section 16 Forms and Filings Handbook (Executive Press). Alan also moderates a discussion forum on Section16.net, a Web site devoted to developments under and compliance with Section 16 of the Securities Exchange Act of 1934. Alan Dye and Peter Romeo are characterized in Chambers USA 2010 as "world experts on section 16 of the Securities Exchange Act." They are among a group of only 10 securities lawyers in the U.S. highlighted in Chambers USA 2010 for their advisory work.
Chief Governance Officer, Vice President and Corporate Secretary
In addition to her role as Chief Governance Officer, Vice President and Corporate Secretary of Prudential Financial, Peggy Foran has additional oversight responsibility for Shareholder Services, as well as Law Department Divisions covering Mergers & Acquisitions, Disclosures, Capital Markets, and Derivatives.
With over twenty years of professional experience and increasingly higher degrees of responsibility, she most recently served as Executive Vice President, General Counsel and Corporate Secretary of Sara Lee Corporation from July 2008 to June 2009 and from July 1997 to July 2008 she was Senior Vice President-Corporate Governance, Associate General Counsel and Corporate Secretary of Pfizer Inc.
Her proactive shareholder outreach and thought leadership on key governance issues has earned her global recognition as a leader in corporate governance. She has been recognized as one of the Most Influential People in Corporate Governance every year since the inception of the award by Directorship Magazine in 2007. A former member of the Board of Governors of the International Corporate Governance Network (ICGN), she received ICGN's distinguished award for Excellence in Corporate Governance in 2010 for improving board and shareholder engagement and paving the way for majority voting in the U.S. Most recently, she was identified by Treasury and Risk Magazine as one of the Most Influential People in Finance.
A Director of Occidental Petroleum since December 2010, Ms. Foran also served on the Board of Directors of The MONY Group Inc. and MONY Life Insurance Company.
She is a former Co-Chair of the Council of Institutional Investors, and a former Director of the Association of Corporate Counsel (ACC), where she served as Chair of the ACC's Corporate and Securities Law Committee. She is a former member of the Standing Advisory Group of the Public Company Accounting Oversight Board (PCAOB). She currently serves as a member of the Advisory Board of Catalyst and New York Advisory Board of Disability Rights Advocates.
Her many contributions to the Society of Corporate Secretaries and Governance Professionals is evidenced by her leadership roles as former Chairman, former director, former Chair of the Securities Law Committee, and former Treasurer. She is the former Chair of the Business Roundtable's Corporate Governance Task Force, leading the Coordinating Committee and the SEC Issues Committee.
Ms. Foran received both a BA (magna cum laude) and JD degrees from the University of Notre Dame. She is admitted to practice in the New York, Pennsylvania, Illinois and New Jersey (in house) Bars. A frequent invited speaker and guest panelist for various professional associations, she has written and spoken on corporate governance and securities law issues and has served on several SEC and NYSE task forces.
Sullivan & Cromwell
Matt Friestedt is a member of the Firm's Executive Compensation and Benefits Group. He is experienced in handling all matters involving the compensation of senior executives, including employment, bonus, change in control, equity compensation and severance arrangements. He has extensive expertise in dealing with compensation matters arising in mergers, acquisitions, divestitures and leveraged buyouts. He also regularly advises on governance, disclosure and compliance issues.
In 2011, S&C received the Chambers USA Executive Compensation and Benefits Team of the Year Award. The award is based on the publisher's research reflecting notable achievements, including significant work and excellence in client service.
Mr. Friestedt was recognized as a leading lawyer in the 2011 and 2012 editions of Chambers USA: America's Leading Lawyers for Business and in the 2011 and 2012 editions of New York Super Lawyers.
Wachtell, Lipton, Rosen & Katz
Jeremy Goldstein is a partner at Wachtell, Lipton, Rosen & Katz. He advises companies on complex issues involving executive compensation and corporate governance with a particular emphasis on such issues as they arise in the context of transformative corporate events and sensitive situations.
Mr. Goldstein has been involved in many of the largest corporate transactions of the past decade, including the acquisition of Goodrich by United Technologies; Duke Energy/Progress Energy; Sanofi-Aventis/Genzyme; Merck/Schering Plough Corporation; The Dow Chemical Company/Rohm and Haas Company; Goldman Sachs et al./Kinder Morgan, Inc.; Verizon Wireless/ALLTEL Corporation; Goldman Sachs and TPG/ALLTEL Corporation; NYSE Group Inc./Euronext; Bank of America Corporation/MBNA Corporation; SBC Communications Inc./AT&T Corp.; Chevron Texaco Corporation/Unocal Corporation; Kmart Holding Corporation/Sears, Roebuck and Co.; Sanofi-Synthelabo SA/Aventis SA; Cingular Wireless Corporation/AT&T Wireless Services, Inc.; J.P. Morgan Chase & Co./Bank One Corporation; Bank of America Corporation/FleetBoston Financial Corp.; South African Breweries plc/Miller Brewing Company; and Phillips Petroleum Company/Conoco Inc.
Mr. Goldstein is chair of the Mergers & Acquisition Subcommittee of the Executive Compensation Committee of the American Bar Association Business Section. He writes and speaks frequently on corporate governance and executive compensation issues and is listed as a leading executive compensation lawyer in Chambers USA Guide to America's Leading Lawyers for Business and The Legal 500. In addition, Mr. Goldstein is a member of the Professional Advisory Board of the NYU Journal of Law and Business, a member of the New Leadership Council of Make-A-Wish Foundation® of Metro New York and a member of the Board of Directors of Fountain House, a charity dedicated to the recovery of men and women with mental illness.
Mr. Goldstein has a J.D. from New York University School of Law, an M.A. from the University of Chicago and a B.A. cum laude and with distinction in all subjects from Cornell University.
Pillsbury Winthrop Shaw Pittman
Sarah Good is a litigation partner who focuses her practice on securities and consumer class action litigation and complex general commercial disputes. Ms. Good has represented defendants in over 50 securities class actions, derivative litigation, and investigations and proceedings commenced by governmental and regulatory agencies including the Department of Justice, Department of Labor, Federal Deposit Insurance Corporation and the Securities and Exchange Commission.
Ms. Good also counsels companies on disclosure issues under the securities laws and compliance with the Sarbanes-Oxley Act of 2002. Ms. Good advises Audit Committees and Boards of Directors in the investigation of allegations of misconduct, whether in connection with pending governmental/regulatory proceedings, litigation or prior to the commencement of any adversarial proceedings. Many of these investigations have involved activities in China, Japan, South Korea, Taiwan and the United Kingdom. Over the past 20 years, Ms. Good has counseled over 250 private, pre-IPO and public companies on risk management and insurance issues. She also counsels individual officers and directors on D&O liability insurance.
In addition, Ms. Good has represented defendants in more than 20 consumer fraud class actions, private attorney general actions under California's Business & Professions Code §§ 17200 et seq. and investigations initiated by the Attorney General's Office and various regulatory agencies. Companies represented in such matters primarily are from the financial services sector, but also include technology companies.
Ms. Good is experienced in pre-dispute counseling and serves as an early neutral evaluator for the U.S. District Court for the Northern District of California and is a panelist in the Early Settlement Program of the San Francisco Superior Court and The Bar Association of San Francisco. She has negotiated over 150 settlements.
Prior to joining Pillsbury, Ms. Good was a partner at Arnold & Porter and Chair of the Litigation Department at Howard Rice Nemerovski Canady Falk & Rabkin (2009-2011), before those two firms merged. Before joining Howard Rice as a director in 2001, Ms. Good was a partner at Wilson Sonsini Goodrich & Rosati.
In the community, Ms. Good has served on the Board of Directors of the AIDS Legal Referral Panel. Additionally, she has provided pro bono representation to the prisoners of Pelican Bay State Prison in a class action challenging the constitutionality of a broad range of conditions and practices. At the conclusion of the trial, Judge Henderson granted sweeping relief in favor of plaintiffs in a landmark ruling, Madrid v. Gomez, 889 F.Supp. 1146 (N.D. Cal. 1996).
Covington & Burling
Keir Gumbs is a partner with Covington & Burling LLP in Washington, DC. He advises public and private companies, non-profit organizations, institutional investors and other clients in corporate, corporate governance, securities regulation, and transactional matters. Mr. Gumbs' clients include small, medium and large cap companies, non-profit organizations, public pension funds, and other institutional investors. He is widely recognized as a "go-to" expert for a variety of securities law matters, including with respect to the Dodd-Frank Act and related rulemakings.
Mr. Gumbs' career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In that position, he advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions. Prior to serving as Counsel to Commissioner Campos, Mr. Gumbs spent five years as a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC's Division of Corporation Finance.
Mr. Gumbs is a frequent author and speaker on matters affecting public companies and investors. He has authored or co-authored several leading publications about securities law topics, including BNA's Corporate Practice Series Portfolio entitled "Shareholder Proposals," and two chapters, entitled "E-Proxy, Electronic Communications and Voting" and "The Shareholder Proposal Process," respectively, in the treatise entitled "A Practical Guide to SEC Proxy and Compensation Rules." Mr. Gumbs has published articles in a number of leading securities and governance publications, such as Insights, Corporate Governance Advisor, Westlaw Business Currents, and BNA's Corporate Counsel Weekly while he also is frequently called upon by national publications for expert insight into current developments in federal securities law.
Gibson Dunn & Crutcher
Beth Ising is a partner in Gibson Dunn's Washington, D.C. office, practicing in the Securities Regulation and Corporate Governance practice group. She also is a member of the firm's Financial Institutions practice group. She advises clients, including public companies and their boards of directors, on corporate governance, securities law and regulatory matters and executive compensation best practices and disclosures. Representative matters include advising on Securities and Exchange Commission reporting requirements, shareholder proposals, proxy disclosures, director independence matters, proxy advisory services, board and committee charters and governance guidelines and disclosure controls and procedures. She also advises non-profit organizations on corporate governance issues.
Ms. Ising was named as one of ten "Rising Stars of Corporate Governance" for 2009 by Yale School of Management's Millstein Center for Corporate Governance and Performance. She also is a frequent author and speaker on securities law and corporate governance issues impacting public companies. Recent publications include the article "Top 11 Legal and Regulatory Tips for Boards of Directors in 2011" published by Corporate Board Member in early 2011 and articles in Insights – The Corporate & Securities Law Advisor. Ms. Ising also co-authors a chapter on shareholder proposals in the treatise A Practical Guide to SEC Proxy and Compensation Rules and authored an article in the American Bar Association's Business Law Today, updates for the 2003 – 2006 editions of Preparing for Your Annual Meeting, Bowne & Co., and a chapter for Corporate Governance: Law and Practice, 2005 supplement, LexisNexis. Recent presentations and speeches include presentations on securities law and corporate governance issues to the Society of Corporate Secretaries and Governance Professionals, The Corporate Counsel.net, the Practising Law Institute, BNA, the American Bar Association and the District of Columbia Bar.
Ms. Ising is a member of the Society of Corporate Secretaries and Governance Professionals and the National Advisory Board of the Women in Law Empowerment Forum. She is also the former Chair of the Corporate Finance Committee; Corporation, Finance and Securities Law Section of the District of Columbia Bar.
Ms. Ising graduated with high honors from the University of North Carolina at Chapel Hill School of Law in 2000. She was a member of Order of the Coif and was inducted into the James E. and Carolyn B. Davis Society. Ms. Ising was also a published member of the North Carolina Journal of International Law and Commercial Regulation. Ms. Ising is admitted to practice in the State of North Carolina and in the District of Columbia and is a member of Gibson, Dunn & Crutcher's Global Diversity Committee.
Pay Governance LLC
Ira Kay, a Managing Partner at Pay Governance LLC, is one of the nation’s foremost experts on executive compensation. He works closely with boards and management to help them develop executive compensation programs that balance executive motivation and shareholder interests. This is particularly important and challenging in a “say on pay” environment. His clients have included premier American and global corporations covering a broad array of industries. He is currently the board advisor to WalMart, Morgan Stanley, Alcoa, Accenture, DirecTV, Avis Budget and other major companies.
He previously was the global director of Watson Wyatt’s (now Towers Watson (TW)) Executive Compensation practice and a board member of the firm. He was also a senior HR executive at two Wall St. firms.
Ira is considered an expert on the linkage of executive pay to performance and is one of the developers of “Realizable Pay.” His research has been used by clients, academics and quoted by the media. He recently published a study challenging the ISS “pay for performance” methodology. He was an expert to the National Bureau of Economic Research on the relationship of executive pay to excessive risk taking.
Ira writes and speaks regularly on executive compensation issues. He is the editor of a new book titled “Executive Pay at a Turning Point: Demonstrating Pay for Performance and Other Best Practices in Corporate Governance.“ This book, written by the partners and consultants of Pay Governance, documents the realities of executive pay and the forces that have shaped pay in recent years. He is also the author of four other books on executive compensation and human capital. Ira has presented analysis of executive compensation issues before numerous regulatory agencies. He is often quoted in The Wall Street Journal, New York Times, Forbes, The Economist, and other leading Board level publications.
Ira holds a B.S. in Industrial and Labor Relations from Cornell University and a Ph.D. in economics from Wayne State University.
Principal, Human Capital Advisory Services
Deloitte Consulting LLP
Mike Kesner is the principal in charge of firm's Executive Compensation practice. He has over 26 years' experience working with companies on a wide range of executive compensation issues, including assessment of competitive pay levels, incentive compensation plan design, executive employment agreements and severance benefits, and deferred compensation plans. Mike also has experience with recruitment and retention arrangements, supplemental executive retirement programs, benefit security techniques, board of directors compensation and change-in-control pay issues. He is the independent advisor to the compensation committee of the board of directors on executive compensation matters at several Fortune 500 companies.
Mike has authored articles published in the Harvard Business Review, CFO Magazine, Directors and Boards, National Association of Corporate Directors' newsletter, and served on the NACD's Blue Ribbon Commission on executive pay. He is also a co-author of a chapter in A Practical Guide to SEC Proxy and Compensation Rules. He has often been a guest speaker on compensation and benefit matters at conferences sponsored by the National Association of Stock Plan Professionals, Ray Garrett Jr. Corporate and Securities Law Institute, American Bar Association, PLI, Executive Enterprises, Garrett Law Institute (Northwestern University), Tulane Corporate Law Institute and Tennessee Law Institute. Mike is a member of the American Institute of Certified Public Accountants, the Illinois CPA Society, and the National Association of Stock Plan Professionals. He received a B.S. in Accounting from the University of Illinois.
Pearl Meyer & Partners
Jan Koors, Managing Director and head of the firm's Chicago office, joined Pearl Meyer & Partners in 2001. She has more than 20 years of experience in all areas of executive compensation, including value-based annual and long-term incentive plans, salary structure development, subsidiary pay programs and performance measure selection. She has consulted extensively in the retail, apparel and consumer goods sectors.
Prior to joining Pearl Meyer & Partners, Ms. Koors was a Principal at SCA Consulting. She previously worked in the compensation consulting practices of Towers Perrin and PricewaterhouseCoopers. A member of the faculty for the NACD Directors Institute programs, Ms. Koors received her A.B. from Wellesley College.
Assistant General Counsel and Assistant Secretary
Bob Lamm is Assistant General Counsel and Assistant Secretary of Pfizer. Before joining Pfizer in 2008, he held senior legal and governance positions with a number of major corporations, including W. R. Grace & Co. and CA, Inc. He was also a shareholder of Gunster, Yoakley & Stewart, P.A., in West Palm Beach, Florida, where he served as Chair of the Firm's Securities and Corporate Governance Practice Group.
Mr. Lamm is an active member of the Society of Corporate Secretaries and Governance Professionals. He is Chair of the Society's Securities Law Committee; has served on its Corporate Practices, Finance and National Conference Committees, as a director of the Society, and as Chair of its 2004 National Conference Committee; and is a recipient of the Society's Bracebridge H. Young Distinguished Service Award.
Mr. Lamm has been named a Senior Fellow of The Governance Center of The Conference Board. He also is a member of the New York State Bar, The Florida Bar, and the American Bar Association (including its Business Law Section and Committees on Corporate Governance and Federal Regulation of Securities). He frequently speaks on securities law, corporate governance and related topics and contributes to a wide variety of legal and business publications. He currently serves on the Board of Editors of The Corporate Counselor.
Mr. Lamm received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law.
Partner, Morrison & Foerster
David Lynn is a co-chair of Morrison & Foerster's Public Companies and Securities Practice. Mr. Lynn's practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. Mr. Lynn is well known in the area of executive compensation disclosure, having co-authored, "The Executive Compensation Disclosure Treatise and Reporting Guide." While serving as Chief Counsel of the Securities and Exchange Commission's Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted sweeping revisions to the SEC's executive compensation and related party disclosure rules.
Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. As a result, he was intimately involved in implementing and interpreting the record amount of SEC rulemaking that occurred in the wake of SOX. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.
Mr. Lynn serves as co-editor of TheCorporateCounsel.net, where he co-authors one of the most widely-read blogs on securities, governance and corporate law matters, and regularly contributes to publications such as The Corporate Counsel, The Corporate Executive, and Borges & Lynn's Proxy Disclosure Updates. Mr. Lynn also co-authored Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012).
Mr. Lynn currently serves as the Vice Chair of the ABA Business Law Section's Federal Regulation of Securities Committee. Mr. Lynn was also an adjunct Professor of Law at the Georgetown University Law Center, where he taught a course in corporate governance.
Investment Officer - Corporate Governance
California State Teachers' Retirement System (CalSTRS)
Aeisha Mastagniis an Investment Officer III within the Corporate Governance Unit of the California State Teachers' Retirement System (CalSTRS), the nation's largest teacher retirement fund. Aeisha is responsible for working with a dedicated governance team to further CalSTRS' mission to secure the financial future and sustain the trust ofCalifornia's educators.
Aeisha's main areas of focus are the corporate engagement program, executive compensation, and selecting and monitoring managers in the activist manager portfolio. Aeisha is part of the team that actively engages public corporations to add-value and mitigate risk by striving to institute the best governance practices at companies within the CalSTRS portfolio. Aeisha is often asked to speak at conferences to communicate CalSTRS position as an institutional investor on a variety of topics, including executive compensation, audit and accounting issues, and engagement with portfolio companies. In addition, Aeisha communicates with regulatory authorities and lawmakers, including the Securities and Exchange Commission and the Public Company Accounting Oversight Board, on rule-making or legislation that make affect CalSTRS as an investor.
Before joining CalSTRS, Aeisha worked in the Corporate Governance Unit of the California Public Employees Retirement System (CalPERS) for six years overseeing the proxy voting program and the corporate governance manager portfolio. Prior to CalPERS, she worked in the Operations Department of Salomon Smith Barney before moving to Morgan Stanley as a Financial Advisor and Assistant Operations Manager. Aeisha has a Bachelor of Science degree in Economics from the California State University, Sacramento, and has successfully completed level I of the CFA Program.
In 2012, Aeisha joined the Board of Directors at the Golden 1 Credit Union, the seventh largest credit union in the U.S. with more than $7 billion in assets and over 6000,000 members. Most recently, Aeisha was named one of the "40 Under 40, Freshest Talent at the World's Largest Asset Owners" by aiCIO Magazine.
Aeisha currently resides in Sacramento, California with her husband and eight year old daughter.
Chief Policy Officer
Glass Lewis & Co.
Prior to joining Glass Lewis, Bob McCormick was the Director of Investment Proxy Research at Fidelity Management & Research Co., which he joined in 1997. At Fidelity, he managed the proxy voting of more than 700 retail and mutual fund accounts, holding 4,000 domestic and international securities worth in excess of $1 trillion. Prior to joining Fidelity, McCormick was a staff attorney at Keenan, Powers & Andrews and Prudential Securities Incorporated, both in New York City. McCormick is an attorney who earned his law degree from Quinnipiac University School of Law after graduating with honors from Providence College. He serves on the International Corporate Governance Network’s Cross-Border Voting Practices and Securities Lending committees.
Chair, Employee Benefits and Executive Compensation Practice
Winston & Strawn
Mike Melbinger is the lead partner and global head of Winston & Strawn's employee benefits and executive compensation practice group. Mr. Melbinger works out of the firm's Chicago office and practices exclusively in the area of executive compensation and employee retirement benefit issues for corporations, boards of directors, partnerships, executives, and fiduciaries.
Mr. Melbinger has worked extensively on designing and implementing stock and non-stock based executive compensation and benefit programs for public and private companies (including start-up ventures). He has designed and drafted employment contracts, severance agreements, parachute agreements, and a variety of executive compensation arrangements. He advises boards of directors, compensation committees, and senior executives and legal departments in these matters.
Mr. Melbinger also has extensive experience with the design, operation, and auditing of employers' ESOP, pension, and 401(k) plans. He has extensive experience advising fiduciaries in the proper discharge of their duties and establishing structures and strategies to protect fiduciaries and plan sponsors from liability for investment and other benefit plan decisions.
Mr. Melbinger also handles the compensation and benefits aspects of change-in-control, corporate lending, initial public offering, and bankruptcy transactions and certain compensation and benefit plan litigation matters. He maintain's "Melbinger's Compensation Blog" on CompensationStandards.com.
Assistant General Counsel
Nasdaq OMX Group
Erika Moore is an Associate General Counsel of The NASDAQ OMX Group, Inc. In this capacity, she advises on public disclosure, executive compensation and corporate governance matters and provides legal support for transactions. She also is involved in developing and enforcing rules and policies regarding the initial and continued listing requirements for The NASDAQ Stock Market.
Prior to joining NASDAQ OMX in 2006, Ms. Moore was an Associate at Fried, Frank, Harris, Shriver & Jacobson LLP. Ms. Moore received an A.B. in Economics and Public Policy from Duke University and a J.D. from Harvard Law School.
Gibson Dunn & Crutcher
Ron Mueller joined the Washington, D.C. Office of Gibson, Dunn & Crutcher in 1986 and works in the securities regulation and corporate governance area with an emphasis on proxy and disclosure issues, executive compensation, and corporate transactions.
Mr. Mueller is listed in the 2013 edition of The Best Lawyers in America® in the categories of corporate governance law, corporate compliance law, and securities regulation. He is the immediate past chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association. Mr. Mueller is a frequent speaker and author on securities and corporate governance matters, including and developments in proxy disclosures and proxy contests, the SEC's disclosure requirements, corporate governance developments, Section 16 rules, and executive compensation issues.
From 1989 to 1991, Mr. Mueller worked as legal counsel to Commissioner Edward H. Fleischman at the United States Securities & Exchange Commission (SEC). While at the SEC, Mr. Mueller worked on many of the matters before the Commission, including executive compensation rules, enforcement matters and regulatory initiatives.
Mr. Mueller received his J.D., from Columbia Law School in 1986, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar, and his B.A., magna cum laude, from Vanderbilt University in 1982. Mr. Mueller is a member of the District of Columbia Bar Association and the American Bar Association and is admitted to practice before the courts of New York and Washington.
Gibson Dunn & Crutcher
John F. Olson, a 1964 honors graduate of the Harvard Law School, is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson has extensive experience in general representation of business organizations as to corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has counseled many boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations. He also has represented firms and individuals in defense of Securities and Exchange Commission and other governmental investigations.
In the American Bar Association (ABA), Mr. Olson served for five years (2000 – 2005) as Chairman of the Business Law Section's Committee on Corporate Governance, and was also a member of the Presidential Task Force on Corporate Responsibility appointed by the President of the ABA. Previously, he was Chairman of the ABA's Committee on Federal Regulation of Securities (1991-1995). He is a member of the Executive Council of the Securities Committee of the Federal Bar Association.
For the ABA, Mr. Olson has also chaired the Task Force on Regulation of Insider Trading, which produced a comprehensive analysis of and report on U.S. insider trading law, and he chaired the Task Force which has produced the third (2001) and fourth (2004) editions of The Corporate Director's Guidebook. He served for nine years on the Legal Advisory Committee of the New York Stock Exchange and was a member of the Legal Advisory Board of the National Association of Securities Dealers. He was a Founding Trustee of the American College of Investment Counsel. In 1987, he served on a select committee of leading securities lawyers, appointed by the chairman of the Senate Banking Committee, which drafted insider trading legislation introduced in the United States Congress.
In 2006, Mr. Olson led a team of the firm's lawyers which advised the Board of the American Red Cross on a comprehensive audit of its governance practices.
In October 2009, Mr. Olson was selected by the National Association of Corporate Directors and Directorship magazine as one of the "Directorship 100: The Most Influential People in the Boardroom," in the U.S. He has been named by the International Financial Law Review as a Leading Lawyer in US Mergers & Acquisitions and is listed in 2007, 2008 and 2009 in Who's Who of Corporate Governance Lawyers by Who's Who Legal. He has been regularly ranked one of the top four securities advisory attorneys in the District of Columbia by Chambers USA America's Leading Business Lawyers and in 2005, he was named one of the 500 leading lawyers in America by Lawdragon and as one of the leading corporate governance practitioners in the world by both Legal Media Group and Who's Who Legal. He has been listed in The Best Lawyers in America for corporate, securities, and governance work in every edition published since its inception more than 25 years ago. In 2004, Mr. Olson was identified by Legal Times as one of the "10 Leading Securities Attorneys" in Washington, D.C.
Broc Romanek is Editor of TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com. He also serves as Editor for these print newsletters: Deal Lawyers; Compensation Standards and the Corporate Governance Advisor. He is Commissioner of TheCorporateCounsel.net's "Blue Justice League."
Broc is a three-time past Chair of the Mid-Atlantic Chapter of the Society of Corporate Secretaries & Governance Professionals (and currently is Chair of that chapter) and has served on that Chapter's board for over 12 years. He is a former member of the Society's National Board of Directors (having served two terms). He also is a Past Chair of the Association of Corporate Counsel's Corporate & Securities Law Committee and formerly was on the Advisory Council for the SEC Historical Society. He has taught a class in corporate governance for the George Mason University Executive MBA program and a Securities Regulation course at George Mason Law School.
Before his time at TheCorporateCounsel.net, Mr. Romanek was Founder and Editor of RealCorporateLawyer.com. In addition, he has served as Assistant General Counsel at a Fortune 50 company, was in the Office of Chief Counsel of the SEC's Division of Corporation Finance, acted as Counselor to former SEC Commissioner Unger and was in private practice.
He frequently writes and speaks about corporate and securities law and has been blogging for over 10 years on TheCorporateCounsel.net (and maintains four other blogs as well). He has a BBA from the University of Michigan and a JD from the University of Maryland.
Fenwick & West
Scott Spector's practice emphasizes the compensation issues that arise in connection with mergers and acquisitions, initial public offerings and corporate governance matters. He also specializes in serving high technology and software clients in designing and implementing executive compensation, equity compensation and other executive compensation arrangements. He is an expert on Section 409A and 162(m) matters. Mr. Spector represents numerous chief executive officers of technology in contract negotiation.
He is the former Chair of the Subcommittee on Executive Compensation of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association and the Subcommittee on the Federal Securities Regulation of the Committee on Employee Benefits of the Tax Section of the American Bar Association. Mr. Spector co-chairs the ALI/ABA annual Executive Compensation program. He is a frequent speaker at the Stanford Law School Directors' College, NASPP national conferences and often at national compensation, governance, and securities law programs. Mr. Spector has also written extensively on executive compensation, corporate governance and stock compensation matters. He was named to The Best Lawyers in America 2012 in the area of Employee Benefits Law and recognized by Chambers USA as one of the top Employee Benefits and Executive Compensation lawyers in California.
Simpson Thacher & Bartlett
Andrea Wahlquist is a Partner in the Firm's Executive Compensation and Employee Benefits Practice Group, specializing in executive compensation and benefits matters, with an emphasis in representing acquirers and target companies in leveraged buyout transactions and strategic mergers. Ms. Wahlquist regularly counsels private and public companies on the design and implementation, and treatment in corporate transactions, of executive and employee compensation and benefit programs, and on the negotiation of executive employment and separation arrangements. Ms. Wahlquist also has extensive experience in advising clients on a broad range of executive compensation-related issues in initial public offerings and in ongoing public and private company operations, and on compensation and benefits issues unique to bankruptcy and restructuring transactions.
Ms. Wahlquist has been included in The Best Lawyers in America- Employee Benefits Law, and has been recognized as a leading lawyer in both The Legal 500 and Chambers and Partners since 2009, and was also named in The American Lawyer's 2007 "Dealmakers of the Year" list as part of the Firm's team of lawyers honored for its work on a variety of transactions for KKR.
Ms. Wahlquist has practiced as an executive compensation and employee benefits lawyer since 1997, when she first joined Simpson Thacher. Prior to her association with Simpson Thacher, Ms. Wahlquist clerked for two years for the Honorable Stephen J. Swift of the United States Tax Court. Ms. Wahlquist received her B.A. in 1992 from the University of Virginia and her J.D. in 1995 from Washington & Lee University School of Law in Lexington, Virginia, where she was the Editor-in-Chief of the Environmental Law Digest, a publication of the Virginia State Bar Association.