Amy Bilbija is a Managing Director in the firm's corporate advisory business, co-heads the firm's shareholder activist practice and focuses on activist defense, shareholder policy, investor relations, and governance and compensation matters. Prior to joining Evercore, Ms. Bilbija was an Executive Vice President of MacKenzie Partners, responsible for all West Coast operations and focused on proxy contests, mergers-and-acquisitions, and corporate governance. Over the course of her career, Ms Bilbija has amassed 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 that, 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.
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.
Skadden, Arps, Slate, Meagher & Flom LLP
A partner of Skadden Arps, Brian Breheny concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters. Since joining Skadden, Mr. Breheny has advised numerous clients on a full range of SEC compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC's tender offer rules and regulations and the federal proxy rules.
Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC's Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, legal and regulatory policy.
In his position as chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As deputy director, he was a member of the senior staff of the commission with responsibility for the division's legal and regulatory policy support offices (chief counsel, chief accountant, mergers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison).
During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.
Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganizations. Mr. Breheny began his career as a certified public accountant with KPMG LLP.
Mr. Breheny has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules and shareholder voting. He has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law. Mr. Breheny was recognized by the National Association of Corporate Directors as part of its Directorship 100, an annual list that identifies the most influential people in the boardroom community. He also was selected for inclusion in Chambers USA: America's Leading Lawyers for Business 2013 and The International Who's Who of Corporate Governance Lawyers 2013.
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.
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.
Meredith Cross is a partner in the Transactional and Securities Departments and a member of the Corporate Practice. Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the US Securities and Exchange Commission since 2009. Representing clients in corporate and securities matters, she has experience with the full range of issues faced by public and private companies in capital raising and public reporting.
Ms. Cross's practice is primarily focused on advising public companies and underwriters on corporate finance securities law matters, including disclosure and other requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the requirements under the Sarbanes-Oxley Act and the Dodd- Frank Wall Street Reform and Consumer Protection Act. She serves as issuer's counsel and underwriters' counsel in public and private offerings of debt and equity securities.
While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission, including those relating to say-on-pay, conflict minerals, proxy access, compensation committees and compensation advisers, asset-backed securities, and the new regulatory regime for derivatives. Ms. Cross also guided the Division's pragmatic response to numerous issues relating to the IPO "on-ramp" provisions of the JOBS Act. During her tenure, Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
Before first joining WilmerHale in 1998, Ms. Cross served as Deputy Director of the SEC's Division of Corporation Finance. During her prior SEC tenure, she was involved with a number of corporate finance rulemakings, including changes to shelf registration, electronic delivery of prospectuses and other information to investors, the plain English initiatives, limited partnership roll-up rules, and small issue exemptions from registration and reporting. Before becoming Deputy Director, Ms. Cross served as Associate Director of the Division's sections on International Corporate Finance and Small Business. In the international area, she played a key role in the ongoing development of international disclosure and accounting standards for use in cross-border offerings. Ms. Cross also previously served as the Division's Chief Counsel. As Chief Counsel, she was responsible for no-action letters and legal interpretations in the Division on a wide range of matters, including Rule 144, Section 16, registration of employee benefit plans and exemptions from registration and reporting.
Don Delves is a Director in the Executive Compensation Line of Business, based in the Chicago office. Don is a leading expert and highly sought-after consultant and speaker on corporate governance and executive pay and performance, with over twenty-five years' experience consulting with major corporate boards and executive teams across the country. He is a recognized expert on principles-based corporate governance, incentive design, performance measurement and value creation.
Dr. Delves is frequently interviewed and cited as an expert in major media including Harvard Business Review, Fortune, The New York Times, The Wall Street Journal, Fox Business News, The Today Show, CNBC and National Public Radio. He has testified before the U.S. Senate and the FASB on the hotly debated issue of stock option expensing. Delves' book, Stock Options and the New Rules of Corporate Accountability: Measuring, Managing, and Rewarding Performance (McGraw-Hill, 2003; World@Work, 2006), is in its second edition and considered a “must-read” for board members, executives, and investors. Delves also published, Accounting for Compensation Arrangements, (CCH, 2006, 2007, 2008, 2009, 2010, 2011, 2012) the definitive guide for accounting for stock options, equity incentives, and other forms of compensation.
In 2001, he founded The Delves Group, a Chicago-based consultancy dedicated to working with corporate boards and compensation committees to improve their effectiveness and the way they are organized and directed. Prior to founding The Delves Group, Dr. Delves was the Managing Director of the Chicago office of iQuantic, a Partner at Sibson and Company, and an executive compensation consultant with Towers Perrin. He had previously worked with Arthur Andersen & Co.
Dr. Delves holds a doctorate in education in principles-based corporate governance from Fielding Graduate University, an M.B.A. degree in finance from the University of Chicago and a B.A., summa cum laude, in economics from DePauw University. He is highly-trained in process- and principles-based leadership with certifications from the Wright Graduate University, and is on the faculty of World at Work. Dr. Delves writes and speaks regularly on management, executive pay and governance at a variety of organizations including the University of Chicago, Northwestern University, the National Association of Corporate Directors, the National Association of Stock Plan Professionals, and the Brookings Institute. He also teaches principles-based leadership at the Wright Graduate University. Don serves on the boards of The Metropolitan Club of Chicago, the Peggy Notebaert Nature Museum, the Wright Graduate University, and The Advisory Council of The 100 Year Starship. He is a Certified Public Accountant, and a past president of the Chicago Compensation Association.
Morrison & Foerster
Marty Dunn is a partner in Morrison & Foerster's Washington, DC office and a member of the Capital Markets Practice. Prior to joining Morrison & Foerster, 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.
Senior VP, Associate General Counsel & Corporate Secretary
Ms. Geer has been the Senior Vice President, Associate General Counsel, and Corporate Secretary of Primerica, Inc. since February 2014. She joined Primerica in February 2010 as Senior Vice President, Associate General Counsel and Assistant Corporate Secretary. Primerica completed its initial public offering in April 2010, and was previously a subsidiary of Citigroup Inc. Ms. Geer was Deputy General Counsel and Assistant Secretary of Mueller Water Products, Inc. from April 2007 to February 2011 and, before that, she was the Chief Securities Counsel of BellSouth Corporation from July 2001 to March 2007. Prior to Joining BellSouth, Ms. Geer was a partner at King & Spalding in Atlanta, Georgia.
Ms. Geer currently serves as the Chair of the Small and Mid-Cap Companies Committee of the Society of Corporate Secretaries and Governance Professionals, and is the former Treasurer and a former member of the Board of Directors of the Society. She also serves as a member of the Securities Law Committee. She was a finalist for Corporate Secretary Magazine's 2011 Governance Professional of the Year award. She has served as a member of Broadridge's Independent Steering Committee since February 2012. Ms. Geer obtained her J.D. degree from the UCLA School of Law and was admitted to the Georgia bar in 1992. She received a B.S.E. from Wharton School of the University of Pennsylvania in 1988.
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.
Associate General Counsel
Charles Grace is Associate General Counsel at EMC Corporation. Charles focuses on executive compensation and employee benefits matters, including the design and implementation of cash and equity incentive plans, retirement and welfare programs, and change in control and severance arrangements. He provides legal support for the Leadership and Compensation Committee of EMC's Board of Directors and EMC's Retirement Plans Committee. Charles also oversees EMC's stock administration department. In addition, he works on a wide range of other compensation-related matters, including preparation of the Compensation Discussion and Analysis (CD&A) of EMC's proxy statements, risk assessments associated with the design and operation of incentive programs, and workforce integration matters in connection with corporate acquisitions and joint ventures.
Prior to joining EMC, Charles was a partner at K&L Gates LLP, an international law firm. Charles received a B.A. from Brown University and a J.D. from Boston College Law School.
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.
Director, Executive Compensation
At ICF International, she manages executive and equity compensation programs and acts as the subject matter expert in the development of board materials for the Compensation Committee meetings. She also assists with the design of the short-term and long-term incentive programs.
Prior to joining ICF International, Valerie was Vice President of Compensation Research Operations at ISS Governance Services for almost a decade. At ISS, Valerie developed and implemented compensation voting policies for over 3,000 U.S. companies. She engaged with institutional investors to provide guidance on policy application and proxy voting, and explained ISS's compensation policies, such as management say on pay proposals and ISS's proprietary equity model. She also interfaced with senior executives and board members to discuss contentious executive compensation issues and equity plan proposals. Valerie also worked at Freddie Mac and Mercer HR Consulting.
Valerie has a BA in Economics from the University of Michigan and an MBA from George Washington University. She is a Certified Equity Professional with the CEP Institute and is a Certified Compensation Professional with the WorldatWork Organization.
Senior Manager, Executive, Equity and Variable Compensation
Patti manages Seagate's global executive, equity and variable compensation programs. She is responsible for creating materials for and supporting the responsibilities of the Compensation Committee and for ensuring all executive compensation programs are aligned with good governance practices. She develops and implements legally-compliant executive, equity and bonus compensation strategies and programs that optimize cost and market competitiveness. Patti joined Seagate in 2008, when she moved to sunny Santa Cruz.
Prior to joining Seagate, Patti was a Compensation Consultant at Towers Perrin in their San Francisco office and at Hewitt Associates in San Francisco and Newport Beach, where she consulted with senior management and Boards on all aspects of executive compensation. She currently serves as Secretary and co-Webmaster on the Board of the Silicon Valley Compensation Association.
Patti has a Bachelors in Math-Physics from Scripps College and a Masters in Physics from the University of California Santa Barbara.
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.
Bob Lamm is an Of Counsel Shareholder of Gunster, Yoakley & Stewart, P.A., Florida's Law Firm for Business, and serves as co-chair of the firm's Securities and Corporate Governance practice. He rejoined Gunster in 2014, having been a shareholder from 2000 to 2002.
From 2008 to 2013, Bob was Assistant General Counsel and Assistant Secretary of Pfizer Inc. His previous experience includes service as Vice President and Secretary of W. R. Grace & Co., Senior Vice President - Corporate Governance and Secretary of CA, Inc., and Managing Director, Secretary and Associate General Counsel of FGIC Corporation/Financial Guaranty Insurance Company. He also has extensive experience with small- and mid-cap companies as well as non-profit entities.
In addition to his role at Gunster, Bob acts as a Senior Advisor to Deloitte's governance services practice and as an Advisory Director of Argyle, which advises corporations on the effective communication of corporate governance. He is also a member of the Advisory Board of iiWisdom, a company that facilitates company/shareholder engagement.
Bob is an active, long-term member of the Society of Corporate Secretaries and Governance Professionals. He was chair of the Society's Securities Law Committee from 2011 to 2014 and has served on the Society's Corporate Practices, Finance and National Conference Committees, as a member of its board of directors, and as chair of its 2004 National Conference Committee; and he is a recipient of the Society's Bracebridge H. Young Distinguished Service Award. He is also a Senior Fellow of The Conference Board Governance Center.
Bob is a member of The Florida Bar, the New York State Bar, and the American Bar Association (including its Business Law Section and Committees on Corporate Governance and Federal Regulation of Securities). He frequently speaks and writes on securities law, corporate governance and related topics. He currently serves on the board of editors of The Corporate Counselor.
Bob received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law.
Fenwick & West LLP
Shawn Lampron is a Partner of Fenwick & West who focuses her practice on executive compensation and employee benefits for emerging growth businesses, public companies, and venture and institutional investors.
Shawn advises clients on a wide range of benefit and compensation programs, as well as the tax, securities, and accounting issues related to these programs for start-up and emerging growth companies, manufacturing and service businesses. She works with clients to structure compensation and benefit programs covering the full spectrum of equity and cash compensation arrangements, including all types of employee stock options, restricted stock, employee stock plans, employment agreements, deferred compensation, and other fringe benefit arrangements. Shawn also negotiates and prepares incentive, employment and severance packages for both employers and key employees and has experience in the representation of companies in IRS and Department of Labor audits of retirement plans. She also works closely with clients on the equity compensation, benefit and ERISA issues that arise in merger and acquisition transactions and securities offerings.
Before joining Fenwick & West, Shawn was a partner at Gunderson Dettmer. Prior to that, she was with the law firms of Brobeck Phleger & Harrison and Bingham Dana & Gould. Shawn is a co-author of Executive Compensation for Emerging Companies.
Richard Luss is a Senior Research Economist in Towers Watson's Research and Innovation Center (RIC) in Arlington, VA. Since joining RIC in August of 1998, Richard has written numerous articles and spoken regularly at public and private forums on reward programs, employee engagement and behavior and executive compensation. His research incorporates statistical sampling and econometric techniques to study in economic and business conditions, employer reward and communication programs, employee attitudes towards rewards and other workplace issues and the impact on performance.
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.
Frederic W. Cook & Co.
Michael Marino is a Principal of Frederic W. Cook & Co., Inc., a consulting firm specializing in executive compensation and corporate governance matters. Since 1973, the firm has advised over 2,500 clients. Currently, it is the leading independent adviser to Board Compensation Committees of companies across major indices such as the Dow Jones Industrials, S&P 500 and Nasdaq 100.
Prior to joining the firm in 2009, he was a senior executive compensation consultant and the Director of Performance Metrics in Watson Wyatt's Compensation Consulting Practice, where he led the firm's practice in financial analysis and performance measurement. He has been a featured speaker at industry conferences on performance metric selection and compensation risk and has authored various articles on performance measurement.
Michael holds B.A. and M.A. degrees in psychology and has an MBA from Columbia University.
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 maintains "Melbinger's Compensation Blog" on CompensationStandards.com.
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.
Vice President, Corporate Governance and Responsible Investment
Yumi Narita is a Vice President on BlackRock's Americas Corporate Governance and Responsible Investment team. BlackRock's corporate governance program is focused on protecting and enhancing the economic value of the companies in which it invests on behalf of clients. Ms. Narita is responsible for engaging with companies on corporate governance issues, contributing to corporate governance policy development, analyzing proxy statements and voting at shareholder meetings, and supporting BlackRock's global proxy voting operations. Ms. Narita follows companies throughout North America and South America; in the United States her governance focus is on companies operating in the food, retail, insurance and media industries. She is also active in BlackRock's responsible investment efforts. Her service with the firm dates back to 2004, including her years with Barclays Global Investors (BGI), which merged with BlackRock in 2009.
Ms. Narita has presented on behalf of BlackRock on various corporate governance issues, including shareholder engagement and executive compensation for audiences including boards of directors, senior corporate executives and their advisors.
Ms. Narita received her BA in Anthropology from the University of California at Berkeley.
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.
Faegre Baker Daniels
Amy Seidel is a Partner of Faegre Baker Daniels and her practice involves advising public companies on SEC reporting requirements, stock exchange listing standards, executive compensation issues, disclosure issues and general corporate governance matters. She also has experience in many areas of corporate representation, including public and private securities offerings, mergers and acquisitions and general corporate counseling.
Amy has authored several articles on a variety of securities law and corporate governance matters. She also speaks regularly at CLEs, bar association seminars and other community events. Amy is on the Advisory Board of thecorporatecounsel.net. Amy has been named in Chambers USA among America's Leading Lawyers for Business (Corporate/M&A) each year since 2006.
Amy regularly provides pro bono legal assistance to Milestone Growth Fund, Inc., a venture capital firm that invests in minority-owned businesses. Amy has also served as an adjunct instructor at the University of Minnesota Law School.
Amy received her J.D. from the University of Minnesota Law School in 1998 and was admitted to the Minnesota Bar that same year. She was a managing editor of the Minnesota Journal of Global Trade. Amy graduated magna cum laude from Gustavus Adolphus College, where she received a B.A. in finance and a minor in political science. Amy is also a member of the Phi Beta Kappa National Honor Society.
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.
Liz Stoudt is a Director at Aon Hewitt with more than twelve years of benefits and compensation consulting experience. As Director of Operations for RVS, Liz is responsible for overseeing all project workflow for the consulting team. Liz consults on a variety of employee benefits and compensation issues including valuation and accounting for Employee Stock Option plans, Employee Stock Purchase Plans, and performance equity under Topic 718. Liz has also worked extensively in the valuation and accounting for equity programs in mergers, acquisitions, and divestitures under Topic 805.
Liz has been a speaker at various conferences and seminars, including national and local NASPP meetings, the CEP Symposium, GEO's International and NECF conferences, and E-Trade's Directions. Liz has attained the Associate of the Society of Actuaries (ASA) and the Certified Equity Professional (CEP) designations. Liz currently serves on the CEP Curriculum Committee, has volunteered on numerous test development activities for the CEPI, and has been recognized with numerous Volunteer Excellence awards.
Prior to joining Radford, Liz was employed as an actuarial analyst at Mercer Human Resource Consulting where she consulted on employee retirement benefit plans. Liz graduated from the Pennsylvania State University where she obtained a Bachelor of Science degree in Actuarial Science.
Semler Brossy Consulting Group
Barry Sullivan joined Semler Brossy Consulting Group from Mercer Consulting, where he worked with Boards and management on issues of executive and strategic pay. Prior to receiving his MBA from the University of Illinois, Barry operated a successful building services firm in Chicago. Barry holds the designation of Certified Executive Compensation Professional (CECP).
Goodwin Procter LLP
Marian Tse, a Partner in and Chair of Goodwin Procter's ERISA & Executive Compensation Practice, focuses primarily on executive compensation and employee benefits matters. Ms. Tse has more than 30 years of experience in the areas of executive compensation and employee benefits. She has represented clients in the design, implementation and administration of many types of executive compensation programs and broad-based employee benefit plans, as well as the treatment of equity and employee benefits in hundreds of corporate mergers and acquisitions. Ms. Tse is well-versed in tax, accounting and securities laws affecting executive compensation, as well as governance issues raised by institutional shareholders. Her clients range from large publicly traded companies and venture-backed closely held life science and technology companies to not-for-profit entities such as colleges and leading teaching hospitals. Ms. Tse has represented both employers and executives in the negotiation of employment and severance agreements and equity participation, including in the context of management buyouts.
Ms. Tse is a member of the Boston Bar Association's ERISA Committee, the Employee Benefits Committee of the Tax Section of the American Bar Association, the Asian American Lawyers Association of Massachusetts and the National Asian Pacific American Bar Association. She serves on the Executive Committee and Board of Directors for Greater Boston Legal Services.
Ms. Tse has been a frequent panelist at seminars, including those presented by the Massachusetts Continuing Legal Education, the Boston Bar Association, the Federal Tax Institute and other professional organizations. She is admitted to practice in Massachusetts and before the U.S. District Court of Massachusetts. Ms. Tse is listed in Chambers USA: America's Leading Lawyers for Business and Best Lawyers.
Senior Benefits & Compensation Counsel and Assistant Corporate Secretary
Marsh & McLennan
Tiffany Wooley is Senior Benefits & Compensation Counsel and Assistant Corporate Secretary at Marsh & McLennan Companies (MMC).
MMC is a global professional services firm providing advice and solutions principally in the areas of risk, strategy and human capital.
With approximately 55,000 colleagues worldwide and annual revenue of approximately $12.3 billion, MMC provides analysis, advice and transactional capabilities to clients in more than 130 countries.
Tiffany has served as the Secretary to the Compensation Committee of the MMC Board of Directors since 2011 and was a recipient of a 2011 MMC CEO recognition award, which recognizes employees whose outstanding performance positively and profoundly impacted MMC over the year.
Prior to joining Marsh & McLennan Companies in 2004, Tiffany was an executive compensation and benefits associate at Sullivan & Cromwell LLP in New York City for five years.
She is a graduate of Butler University (summa cum laude) and the University of Illinois College of Law (summa cum laude, Order of the Coif), where she was an articles editor of the Law Review.