Speaker Biographies


Donna Anderson

Donna Anderson
Vice President and Head of Global Corporate Governance
T. Rowe Price Associates

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
Executive Vice President
MacKenzie Partners

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 Mark Borges
Principal
Compensia

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.


Karla Bos Karla Bos
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.


Carol Bowie Carol Bowie
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.


Jared Brandman Jared Brandman
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.


Jesse Brill Jesse Brill
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.


John Carey
Vice President - Legal
NYSE Regulation

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.


Ning Chiu Ning Chiu
Counsel
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.


Don Delves Don Delves
Principal
Towers Watson

Don Delves is a Principal for Towers Watson. Before that, he was President and Founder of The Delves Group. Don 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.


Howard Dicker Howard Dicker
Partner
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.


Marty Dunn Marty Dunn
Partner
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:

  • Proxy Access Proposals (2007)
  • Regulation D Proposed Modernization (2007)
  • Form D Proposed Electronic Requirements (2007)
  • Smaller Reporting Company Proposed Disclosure System (2007)
  • Rule 144 Proposed Simplification (2007)
  • Form S-3 Proposed Expansion (2007)
  • Section 12(g) Proposed Exemption for Options (2007)
  • Foreign Private Issuer Deregistration (2007)
  • Internet Availability of Proxy Materials (2007)
  • Tender Offer Best Price Rules (2006)
  • Shell Company Rules (2005)
  • Securities Offering Reform (2005)
  • Section 12(d) Modernization (2005)
  • Nominating Committee Disclosure (2003)
  • Regulation G (Non-GAAP Financials) (2003)
  • Exemption for Standardized Options (2002)
  • Householding of Proxy Materials (2000)
  • Financial Statements for Guarantors (2000)
  • Rule 504 Amendments (1999)
  • Plain English Disclosure Requirements (1998)
  • Rule 144 Amendments (1997)
  • Additional Small Business Initiatives (1993)
  • Small Business Initiatives (1992)

Alan Dye Alan Dye
Partner
Hogan Lovells

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.


David Eaton David Eaton
Vice President, Proxy Research
Glass Lewis & Co.

As Vice President of Research, David Eaton manages Glass Lewis' research department. David has held multiple positions at Glass Lewis, including U.S. Research Analyst and Director of Glass Lewis' Common Law research team (covering Canada, United Kingdom, Ireland, Australia and South Africa). More recently, David was AVP of Compensation and ESG Research, responsible for the company's compensation analysis globally, with oversight of the firm's say-on-pay policies. In this role, he also oversaw environmental, social, and governance (ESG) research and proposal analysis. Prior to joining Glass Lewis in 2004, David worked as a research analyst for GovernanceMetrics International. In 2008, David joined Mercer Consulting and managed their Global Executive Remuneration Research and Insights team for two years before returning to Glass Lewis in 2010. David holds a bachelor's degree in Economics from Haverford College and a master's degree in business administration (MBA) from the Yale University School of Management.


Peggy Foran
Chief Governance Officer, Vice President and Corporate Secretary
Prudential Financial

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.


Matt Friestedt Matt Friestedt
Partner
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.


Sarah Good Sarah Good
Partner
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).


Keir Gumbs Keir Gumbs
Partner
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.

Honors include:

  • Chambers USA - America's Leading Business Lawyers, Securities: Regulation: Advisory (2012)
  • Named a "2011 Rising Star of Corporate Governance" by the Millstein Center for Corporate Governance and Performance at the Yale School of Management
  • Selected for the 2011 National Association of Corporate Directors, "Directorship 100," which lists the most influential people in corporate governance and the boardroom

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.


Jonathan Hansen-Granger Jonathan Hansen-Granger
Director, North American Proxy Research
Glass Lewis & Co.

Jonathan Hansen-Granger is the director of North American proxy research at Glass Lewis which he joined in 2009, having previously been a manager of the North American proxy research team and a proxy research analyst for US, Canada, UK, South Africa, Ireland and Israel. Prior to joining Glass Lewis, Jonathan worked as an analyst in the technology sector at investment banking firm Piper Jaffray. Jonathan earned his bachelor's degree in business management economics from the University of California at Santa Cruz.
 


Gary Hewitt
Executive Director
Institutional Shareholder Services

Gary Hewitt is the Executive Director at ISS, heading U.S. compensation research & policy development. At ISS, Gary has served in a range of leadership roles in research, product management and marketing since joining the firm in 2007. Prior to joining ISS, Mr. Hewitt was a Senior Research Associate at Watson Wyatt Worldwide, where he led a team of researchers supporting the employee benefits and investment consulting practices. He holds a Chartered Financial Analyst designation and received his Ph.D. from Princeton University.
 


Keith Higgins Keith Higgins
Director, Division of Corporation Finance
U.S. Securities and Exchange Commission

Keith F. Higgins is the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Prior to joining the Division in June 2013, Mr. Higgins was a partner at Ropes & Gray LLP in Boston, Massachusetts, where he advised public companies on securities offerings, mergers and acquisitions, compliance and corporate governance. Mr. Higgins also regularly represented underwriters in IPOs and other public equity offerings.
 


Beth Ising Beth Ising
Partner
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.


Mike Kesner Mike Kesner
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.


Bob Lamm Bob Lamm
Consultant

Until recently, Bob Lamm was 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.


Walton Liles Walton Liles
Director, Patomak Global Partners
Former Senior Counsel, House Financial Services Committee

Prior to joining Patomak Global Partners, Walton Liles served as Senior Counsel for the House Committee on Financial Services, where he advised the Committee's Republican Members on capital markets issues. While working for the Committee, Mr. Liles managed numerous hearings on the implementation of the Dodd-Frank Act and crafted legislation to amend various provisions of the Act. He also drafted multiple titles of the JOBS Act.

Before working for the Financial Services Committee, Mr. Liles worked in the Washington office of Goodwin Procter LLP, where his practice focused on financial services litigation and government investigations. Prior to joining Goodwin, he served as a law clerk to the Honorable Joel F. Dubina of the United States Court of Appeals for the Eleventh Circuit.

Mr. Liles received his B.A. in History and Economics from the University of Virginia and his J.D., summa cum laude, from the University of Alabama School of Law. While in law school, he served on the Managing Board of the Alabama Law Review and was elected to the Order of the Coif.


Dave Lynn Dave Lynn
Partner, Morrison & Foerster
Editor, TheCorporateCounsel.net

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.


Aeisha Mastagni Aeisha Mastagni
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.


Bob McCormick Bob McCormick
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.


Pat McGurn Pat McGurn
Senior Vice President & Special Counsel
Institutional Shareholder Services

Patrick S. McGurn is Senior Vice President and Special Counsel at Institutional Shareholder Services. As the recognized standard in financial risk management, ISS has earned the trust and respect of over 2,300 institutional investor clients, including a broad range of investment managers, advisory and private wealth managers, mutual fund complexes, hedge funds and pension funds.

ISS is the world's leading provider of proxy voting services and corporate governance research. It recommends votes on ballot issues for more than 38,000 shareholder meetings across 115 markets around the globe. GRiD is the global, industry-standard benchmark for ranking governance practices at more than 7,500 public companies.

Prior to joining ISS in 1996, Pat was director of the Corporate Governance Service at the Investor Responsibility Research Center (IRRC), a not-for-profit firm that provided governance research to investors. He also served as a private attorney, a congressional staff member and a department head at the Republican National Committee. He is a graduate of Duke University and the Georgetown University Law Center. He is a member of the bar in California, the District of Columbia, Maryland and the U.S. Virgin Islands. Pat serves on the Advisory Board of the National Association of Corporate Directors and was a member of the NACD's 2001 Blue Ribbon Commission on Board Evaluations.

Pat is frequently cited by business publications such as The Wall Street Journal and Fortune. He has appeared on ABC World News Tonight, Bloomberg Radio and TV, BBC Radio, CBS Evening News, CNBC, CNN, Marketplace, NBC Nightly News, Nightly Business Report, National Public Radio, Tech TV and ABC's This Week. He is a frequent presenter at conferences.


Richard Meischeid Richard Meischeid
Managing Partner
Pay Governance

Richard F. Meischeid, a Managing Partner at Pay Governance, has over thirty years of experience working with public and private companies on a wide range of executive compensation issues. Clients for whom Richard serves as the Board- appointed compensation consultant include major US companies in the energy services, industrial and consumer products, retail, and higher education.

Prior to joining Pay Governance LLC, Richard was a senior consultant and held various management roles in Towers Watson's executive compensation practice. Before joining Towers Watson, Richard was associated with The Wharton School of the University of Pennsylvania, where he served as a graduate teaching assistant. He was a founding member of The Wharton Entrepreneurial Center.

Richard graduated from St. Francis College in 1970 and earned an M.B.A. from The Wharton School of the University of Pennsylvania in 1978.


Mike Melbinger Mike Melbinger
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.


Erika Moore
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.


Ron Mueller Ron Mueller
Partner
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.


John Olson
Partner
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.


Michael G. Oxley Michael G. Oxley
Of Counsel, Baker Hostetler
Former Congressman and Chair of the House Financial Service Committee

Michael Oxley, former Congressman and Chairman of the House Financial Services Committee, serves clients in the areas of corporate governance, investigations and government policy. In addition to his position with BakerHostetler, Mr. Oxley also is Senior Advisor to the Board of Directors of NASDAQ OMX Group, Inc.

After a 25-year career representing Ohio's Fourth Congressional District, Mr. Oxley is best known for his co-authorship of the landmark Sarbanes-Oxley Act of 2002, which restored Americans' confidence in the capital markets early in the decade and created a new accounting oversight board for publicly traded companies.

Mr. Oxley is frequently interviewed and quoted by the news media, including The Financial Times, The Wall Street Journal, The New York Times, CNBC, Fox Business News and Bloomberg Television. He is a member of the National Association of Corporate Directors' Blue Ribbon Commission on Risk Governance. In 2008, he was inducted into Directorship magazine's Hall of Fame, which recognizes those who have made unique and lasting contributions to the shape of modern corporate governance. In 2007, he was named to the magazine's Directorship 100, an annual list of the most influential people in corporate governance.

Mr. Oxley is a popular keynote speaker on a wide range of business topics. He has appeared at the invitation of companies and organizations throughout the United States and the world. Before leaving Congress, he addressed the Economic Club of New York as a guest of honor. To mark the five-year anniversary of The Sarbanes-Oxley Act of 2002, he spoke at the National Press Club as a guest of the Center for Audit Quality.

Since beginning his association with BakerHostetler, he has made presentations to groups and meetings all over the U.S., including: Major League Baseball's Rookie Dinner; Japan Society; Ohio Telecommunications Association; Japan Commerce Association; Cleveland Tax Club; Stanford University Directors College; Columbus, Ohio, Organization of Corporate Counsel; Topeka Home Loan Bank; Deutsche Bank; Bank of New York; Corporate Women Directors; SIFMA Annual Conference; Harvard Business School Centennial Global Business Summit; and the Federal Reserve Bank of Atlanta's Conference at Sea Island, Georgia.

Among international groups, Mr. Oxley has spoken to: the National Council on Corporate Governance/U.S. Russia Roundtable in Moscow; Atlantic Bridge's Transatlantic Leadership Exchange in Washington, D.C.; the Milken Institute Global Conference in Los Angeles; the U.S.-Brazil Innovation Summit, Council on Competitiveness in Sao Paulo; the Corporate Governance Conference sponsored by KPMG, Microsoft, and The Marker in Tel Aviv; the Chamber of Hong Kong Listed Companies in Hong Kong; the Oxford India Business Forum in Mumbai; the Franklin Center Conference in Amsterdam; and the Financial Marketplace Regulation Conference at the Sorbonne Graduate School of Business in Paris.

At BakerHostetler, Mr. Oxley is part of the Government Policy Group, which represents multinational and corporate clients seeking to resolve or avert problems related to federal and/or state policy through legislative or administrative solutions. The team includes a former U.S. Ambassador, senior executive branch officials and state legislators.

Additionally, Mr. Oxley assists private and public companies with establishing governance policies and compliance programs, as well as with confidential investigations related to noncompliance concerns. He also supports the firm's premier White Collar Defense and Corporate Investigations Practice, which represents clients involved with complex white collar crime, regulatory investigations and litigation. The practice team has represented top tier banking and investment firms by establishing monitorship programs in conjunction with government regulators in accordance with best practice standards.

Mr. Oxley is a member of the American Bar Association's Standing Committee on Governmental Affairs, a member of APCO Worldwide's International Advisory Council and the Board of Directors of the Franklin Center for Global Policy Exchange. At his undergraduate alma mater, Miami University, he supports the Center for Governance, Risk Management and Reporting at the Farmer School of Business. He has been awarded honorary degrees from Miami University, the University of Findlay, and Pace University. In October of 2009, he was elected to the Board of Trustees of The University of Findlay, in Findlay, Ohio.

While in Congress, Mr. Oxley backed pro-business, low-tax, pro-competition and free trade positions as the best policy atmosphere to support strong economic growth. He is a well-known advocate for free trade agreements and international business engagement and has consistently backed the nation's law enforcement, intelligence agencies and military in the fights against drugs, crime and terrorism.

From 2001 through 2006, Mr. Oxley served as Chairman of the House Financial Services Committee, which in 2001 consolidated the jurisdiction of all financial services industries in one panel for the first time in the history of the House. The Committee's scope included banking, insurance, securities and exchanges, housing and monetary policy. Mr. Oxley's chairmanship is best-known for the creation of The Sarbanes-Oxley Act of 2002. He led the panel through the aftermath of the tech bubble, the difficult post-9/11 period, and the rash of corporate scandals early in the decade that destroyed investor confidence and sent the markets into a tailspin. Known for his ability to bring Republicans and Democrats to agreement, Mr. Oxley successfully completed many significant pieces of legislation in the Financial Services Committee, many of which are now law. The Committee's initiatives under his leadership included: the Terrorism Risk Protection Act to provide a federal backstop for terrorism risk for commercial insurance after 9/11; the Check Clearing for the 21st Century Act to modernize the check-clearing system; the Unlawful Internet Gambling Enforcement Act to prohibit the use of U.S. payment systems for unlawful Internet gambling; the anti-money-laundering title of the USA PATRIOT Act; the Fair and Accurate Credit Transactions Act (FACT Act) to provide consumers with a free annual credit report; the Presidential $1 Coin Act to begin a new series of coins featuring U.S. presidents; the Military Services Personnel Financial Services Protection Act to improve the quality of financial services products sold to military personnel; the Federal Deposit Insurance Reform Act to increase the amount of insured deposits; the Federal Housing Finance Reform Act to create a world-class regulator for Fannie Mae and Freddie Mac; Reform of National Security Reviews of Foreign Direct Investments Act to reform the structure and procedures of the Committee on Foreign Investments in the United States; and the Credit Rating Agency Duopoly Relief Act to admit new market participants and to create competition in the rating agency industry.

A member of the House Energy and Commerce Committee from 1983 to 2001, Mr. Oxley is well-known for his knowledge of federal telecommunications and energy policy. He was a Chairman of the Commerce, Trade and Hazardous Materials Subcommittee from 1995 to 2001, and he made significant contributions to the Telecommunications Act, the Clean Air Act Amendments, and the Gramm-Leach-Bliley Act. As subcommittee chairman, he moved legislation that led to the U.S. capital markets quoting stock prices in dollars and cents, instead of the outdated system of fractions. The change was a major factor resulting in more affordable trading for investors, and the move saved investors untold billions of dollars in transaction costs.

Prior to his election to Congress in 1981, he was a special agent of the FBI in Washington, Boston and New York, and a member of the Ohio General Assembly. Previously, he practiced law with the firm Oxley, Malone, Fitzgerald and Hollister in his hometown of Findlay, Ohio. Mr. Oxley earned his undergraduate degree from Miami University in 1966 and his J.D. from The Ohio State University Michael E. Moritz College of Law in 1969.


Peggy Peterson Peggy Peterson
Senior Advisor, Baker Hostetler
Former Deputy Chief of Staff & Communications Director, House Financial Services Committee

Peggy Peterson is a skilled communicator and strategic advisor with extensive experience in the areas of corporate governance, investigations and government policy. As Deputy Chief of Staff and Communications Director for the House Financial Services Committee, Ms. Peterson served in a senior staff role for The Honorable Michael G. Oxley (OH).

During Oxley's chairmanship of the Committee from 2001 through 2006, Ms. Peterson played an integral role in the formulation of policy and the promotion of major financial services legislation. She was the Committee's and the Chairman's spokesman through the bursting of the tech bubble, 9/11, and the corporate scandals that rocked the capital markets and investor confidence.

Ms. Peterson was involved in the development and passage of such major pieces of legislation as: The Sarbanes-Oxley Act, the Terrorism Risk Insurance Act, the money laundering title of the USA Patriot Act, and the FACT Act, which gave Americans the free annual credit report. She advocated the majority's positions across a wide array of issues within the Committee's jurisdiction, which includes the areas of banking, securities, insurance, housing, and monetary policy.

During her tenure in the House of Representatives, Ms. Peterson developed a broad background in the legislation and regulation of securities, exchanges, and the capital markets. She helped to build support for the initiative to modernize the old fraction system and instead report stock prices in dollars and cents in the United States. The move narrowed the spread and saved American investors billions of dollars.

Prior to her position on the Financial Services Committee, Ms. Peterson worked as press secretary in the congressional offices of Michael G. Oxley (OH) and Tom Ridge (PA). A native Ohioan, she is a graduate of Westminster College, New Wilmington, PA.


Hester Peirce Hester Peirce
Senior Research Fellow, Mercatus Center at George Mason University
Former Senior Counsel, Senate Banking Committee

Hester Peirce is a senior research fellow at the Mercatus Center at George Mason University. Peirce's primary research interests relate to the regulation of the financial markets.

Before joining the Mercatus Center, Hester Peirce served as Senior Counsel to Senator Shelby's staff on the Senate Committee on Banking, Housing, and Urban Affairs. In that position, she worked on financial regulatory reform efforts following the financial crisis of 2008 and oversight of the regulatory implementation of the Dodd-Frank Act. Among the issues Peirce focused on were derivatives regulation, the use of economic analysis in the development of financial regulations, the regulation of investment advisers and broker-dealers, corporate governance, and the regulation of credit rating agencies. Her oversight work on the Banking Committee focused primarily on the activities of the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Financial Stability Oversight Council, the Financial Industry Regulatory Authority, and the Public Company Accounting Oversight Board.

Peirce served as counsel to Commissioner Paul S. Atkins at the Securities and Exchange Commission from 2004 to 2008. Prior to that, she served as a staff attorney in the Division of Investment Management at the Securities and Exchange Commission. Before joining the staff of the Securities and Exchange Commission, Peirce clerked for Judge Roger B. Andewelt on the Court of Federal Claims and was an associate at a major Washington, D.C. law firm.

Hester Peirce earned her B.A. in economics from Case Western Reserve University and her J.D. from Yale Law School. She also studied in Vienna, Austria on a Fulbright grant.


John Roe
Head
ISS Corporate Services

John Roe is the Head of Advisory and Client Services at ICS, where he leads our team of executive compensation and corporate governance experts. John joined ICS from the Corporate Executive Board, where he ran several businesses focused on helping executives make strategic and tactical decisions to solve their most difficult business problems. Before CEB, John spent six years as Chief Operating Officer and Chief Compliance Officer of an SEC-registered institutional investor, where he focused on corporate governance and business practice institutionalization. Prior to CEB, John was an Engagement Manager at McKinsey & Company, served on the White House Staff, was a military officer, and designed computers at Compaq. John holds an MBA (Jones Scholar) from Rice University and a BS in Electrical Engineering.


Broc Romanek Broc Romanek
Editor
CompensationStandards.com

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.


Scott Spector Scott Spector
Partner
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.


Ed Steinhoff
Managing Director
Pearl Meyer & Partners

Ed Steinhoff, a Managing Director in Pearl Meyer & Partners' Chicago office, has more than 25 years experience in executive compensation. He works with the Boards of Directors and senior management teams of public and private companies, ranging from small and middle-market firms to multi-billion dollar corporations, to design pay programs that drive business performance and value creation, secure high-performing executive talent, and withstand external scrutiny.

Mr. Steinhoff leads client engagements across many industries, with a particular focus on manufacturing, energy, financial services, healthcare, and not-for-profit organizations. His areas of expertise include executive and Board of Directors pay competitiveness reviews; cash and equity incentive plan design; executive employment agreement and retention design; and reasonableness of compensation assessments for tax-exempt organizations.

Prior to joining Pearl Meyer & Partners, Mr. Steinhoff led the Michigan market compensation business at Mercer. He also has corporate compensation experience with Amoco Corporation in Chicago.

Mr. Steinhoff received a B.S in Finance from Georgetown University and an MBA from the University of Michigan Ross School of Business. He speaks regularly on compensation issues and is a member of the National Association of Stock Plan Professionals and WorldatWork.


Andrea Wahlquist Andrea Wahlquist
Partner
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.