Sonia Barros is a partner in the firm's Capital Markets group and chairs the group's Public Company Advisory subgroup focused on advising clients in corporate disclosures and governance matters. Formerly the Chief Corporate Governance Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), Sonia was the Division's senior advisor on corporate governance policy and disclosures. Prior to that, Sonia served as the Assistant Director in the SEC's Office of Real Estate and Commodities, where she had oversight authority for thousands of transactions and reviews of corporate disclosures, including financial statements, under the Securities Act of 1933 and the Securities Exchange Act of 1934. Sonia brings extensive experience in advising public companies on SEC disclosures and compliance, corporate governance and capital markets transactions. Her experience includes a number of leadership roles at the SEC over 17 years and nearly a decade in the private sector.
Sonia's other roles during her tenure with the SEC included Legal Office Chief of the Division's Office of Risk and Strategy (originally the Disclosure Standards Office), where Sonia was part of the leadership team that built the office from the ground up and completed evaluations and assessments of the Division's filing review outcomes. Sonia also served as Special Counsel, Attorney-Advisor for the Office of Health Care and Insurance, and in the Office of Chief Counsel's Shareholder Proposal Task Force.
Sonia's private sector experience prior to the SEC included practicing at two global law firms where Sonia managed securities filings and corporate transactions and advised Fortune 500 and middle market public companies on corporate disclosures and governance issues. Prior to law school, Sonia practiced as a CPA in the audit practice at one of the Big Four accounting firms.
Alyn Bedford recently joined Granite Point Mortgage Trust Inc., a publicly traded commercial mortgage REIT, as Senior Corporate Counsel. She specializes in corporate governance and securities law matters. Ms. Bedford previously served as Assistant General Counsel at U.S. Bancorp, and prior to joining U.S. Bancorp in 2014, she practiced at the firm currently named Faegre Drinker Biddle & Reath in Minneapolis.
Ms. Bedford is a graduate of the University of Minnesota Law School and clerked for the Hon. Diana E. Murphy on the U.S. Court of Appeals for the Eighth Circuit.
Aileen Boniface is a Managing Director, Head of ESG at Clermont Partners, LLC. She brings more than 10 years of experience in private and public sector research and consulting. Prior to joining Clermont, Aileen worked at Institutional Shareholder Services with corporate issuers on governance, compensation, and ESG issues including proxy statement reviews in accordance with ISS voting policy in advance of shareholder meetings.
Prior to ISS, Aileen worked with board directors in the financial services industry at the National Association of Corporate Directors, advising on issues including board governance, risk management oversight, ethics and compliance oversight, and board composition/accountability.
Aileen started her career working in emerging markets, conducting political-economic risk reports for international investments in energy and sustainability sectors.
Aileen completed her B.A. from Virginia Tech in Political Science, and M.A. from Georgetown University in Political Economics.
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.
Brian V. Breheny is a partner and leads the SEC Reporting and Compliance practice for Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates In Washington, DC. He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, 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.
Mr. Breheny is a member of Skadden's Policy Committee, which is the firm's highest governing body, and also serves as co-chair of Skadden's global Diversity Committee.
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).
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 served as a member of the board of directors of the Society for Corporate Governance, currently serves as chair of the Society's diversity taskforce and has repeatedly been recognized by the National Association of Corporate Directors as part of its Directorship 100, a list of the most influential people in and around the boardroom. He has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules, and shareholder voting. Mr. Breheny also has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law.
Bryan Brown represents issuers, underwriters, and investors in connection with U.S. and global capital markets transactions. He has experience in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on secondary public offerings, investment grade and Rule 144A debt offerings, and venture capital financings. He also counsels clients on securities compliance, complex corporate governance matters, and public disclosure obligations under the Securities Exchange Act. He also advises clients on mergers and other acquisition transactions, including negotiated acquisition and dispositions, controlled auctions, exchange offers, tender offers, and related financing transactions.
Bryan has represented public and start-up companies in various industries, including oil and gas exploration and production, oil field services/drilling, other energy-related industries, biotechnology, health care, healthy living, financial services, telecommunications, information technology, automotive, and the industrial and manufacturing sectors. Bryan's experience prior to joining Jones Day in 2019 includes representing: an international offshore drilling company in a $1.225 billion Rule 144A offering of secured notes; an oil and gas drilling company in a merger transaction with a rival drilling company; a leading oil and gas drilling provider in a cross-border merger transaction with one of Canada's largest drilling rig contractors; and a private seller in the sale of a manufacturer of mechanized poles, towers, and other structures for lighting, traffic, utility, and communications.
Bryan is a member of the American Bar Association (former ambassador and committee chair of the Business Law Fellows), the National Association of Corporate Directors, the National Bar Association, and the Society for Corporate Governance.
Ning Chiu is a Partner in the Capital Markets Group at Davis Polk & Wardwell, where she counsels companies and their boards of directors on corporate governance, securities regulation and emerging trends. For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, proxy advisory services and ESG matters.
She counsels clients on emerging trends and developments and responding to evolving best practices. Ning is a frequent speaker and author on governance issues and is active in the corporate governance community. Her clients include AIG, Charles River Laboratories, Comcast, ExxonMobil, FedEx, Marsh McLennan, Mastercard, McDonald’s, McKesson, S&P Global and Stanley Black & Decker.
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.
Bindu Culas has over 15 years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring equity incentive programs, employment agreement, and severance and change-of control plans. Bindu has worked with both domestic and foreign publicly traded and privately held companies as well as pre-IPO companies.
Before joining FW Cook, Bindu was a partner and the Head of Executive Compensation at Linklaters LLP, an international law firm. Prior to that she was an attorney in the corporate and executive compensation departments at Sullivan & Cromwell LLP. Bindu writes and speaks frequently at regional and national ABA, NASPP and PLI events.
Howard Dicker is a partner in the New York office of Weil, Gotshal & Manges LLP and is co-head of the Firm's Public Company Advisory Group. Mr. Dicker advises numerous companies regarding securities law issues, disclosure and compliance matters as well as on executive compensation and corporate governance. He has a diverse corporate practice, including mergers and acquisitions, proxy fights, financings, securities offerings, private equity investments, and restructurings.
Mr. Dicker is also active in various bar associations and organizations and speaks and writes on a variety of topics in corporate and securities law. He is the immediate former Chair of the Subcommittee on Employee Benefits, Executive Compensation and Section 16 of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association. He is also the immediate former Chair of the Securities Regulation Committee of the Business Law Section of the New York State Bar Association. Mr. Dicker is a member of the Advisory Committee to the NY Chapter of the Society for Corporate Governance.
Prior to joining Weil, 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.
Howard Dicker is recognized as a "Leading Lawyer" for Corporate Governance by Legal 500 US, where he is described as "exceptional" with "extraordinary depth of knowledge and the ability to get to the heart of an issue." He is also recognized by Super Lawyers for Securities & Corporate Finance.
Education: Mr. Dicker received his J.D., with honors, from The George Washington University Law School, his M.S. in accounting from the State University of New York at Albany, and his B.S. Economics (in finance and accounting) from the Wharton School of the University of Pennsylvania.
Liz Dunshee is Managing Editor of TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com, as well as The Corporate Counsel, The Corporate Executive and Deal Lawyers print newsletters. Prior to joining TheCorporateCounsel.net, Liz was a Partner at Fredrikson & Byron in Minneapolis, where she counseled public companies on investor communications and engagement, SEC and exchange-based disclosure requirements, listing standards, trading policies and plans, and employee compliance training.
Drawing on her background as a law firm partner who was in the trenches with clients from a wide range of sizes, life-cycle stages & industries, Liz translates the latest developments in securities laws, disclosure practices and corporate governance & executive pay trends into straight talk that advisors can use. Liz deeply values connections with our members. She loves providing resources, events and profile-raising opportunities to advance their performance & careers. As a former leader of firm practice groups, talent development and knowledge management initiatives, Liz spends much of her spare time speculating about efficiency and the future of professional services.
Liz is also a Chapter Officer for the Twin Cities Chapter of the Society for Corporate Governance and co-chaired the American Bar Association's task force on director misconduct. During law school, she interned for the Honorable Randy Holland of the Delaware Supreme Court. Liz is a frequent author and speaker on securities and corporate law topics, with articles appearing in publications such as Business Law Today, The Corporate Board and The Corporate Governance Advisor.
Molly Doran is Director, Advisory & Design Services of Labrador, a communication company specializing in regulatory disclosure documents since 2010. Molly has been with Labrador since its entry into the US market, which introduced European communication and design expertise to the US.
Drawing on her extensive content and design knowledge, Molly helps companies produce corporate communication documents that are clear and engaging. During the past 10 years, Molly has worked closely with compensation consultants, legal counsels, corporate secretaries, HR and ESG teams of some of the world's leading corporations with one clear focus: producing innovative and transparent stakeholder disclosure documents.
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 is an Associate Partner with the Aon Governance services team, where he teams with other consultants to provide executive compensation, corporate governance, and shareholder outreach guidance and analysis.
Prior to this, Mr. Eaton was Vice President of Research at proxy advisor Glass Lewis. At Glass Lewis, Mr. Eaton held multiple research positions, including serving as AVP of Compensation Research, responsible for the company's compensation analysis globally, with oversight of the firm's say-on-pay policies. He also was responsible for managing environmental, social, and governance (ESG) research and shareholder proposal analysis, as well as serving as editor and contributor to Glass Lewis white papers and special reports.
Mr. Eaton is a frequent speaker at industry conferences, client events, and webcasts. His views on current governance and compensation-related issues have been cited in media throughout the country. Mr. Eaton was named to the 2012 NACD Directorship 100, the prestigious list of the most influential people in corporate governance and the boardroom. Mr. Eaton is also an active member of CII, GEO, NASPP and the Society for Corporate Governance.
Mr. Eaton 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. Further, Mr. Eaton has achieved the Certified Equity Professional (CEP) designation through Santa Clara University.
Renata Ferrari is a partner in the Ropes & Gray tax & benefits department in Boston and the head of the firm's executive compensation practice group. She advises clients on executive compensation, equity-based and other incentives, deferred compensation, severance plans and other compensatory and benefits arrangements.
Renata also advises on the application of securities and tax laws to executives and employers and corporate governance matters. Her practice also includes a focus on compensation and benefits-related issues arising in the context of mergers and acquisitions and other corporate transactions.
Ms. Foran is Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc.
She has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer, Inc. and J.P. Morgan & Co., Inc. Ms. Foran is a director on the board of Orion Group Holdings, Inc. and serves on its Compensation and Nominating and Corporate Governance Committees. From December 2010 through May 2020, Ms. Foran served on the Board of Directors of the Occidental Petroleum Corporation. During her Board tenure, Ms. Foran served as Chairperson of its Sustainability and Shareholder Engagement Committee, Compensation Committee and Governance Committee. Ms. Foran previously served on the Board of Directors of The MONY Group and MONY Life Insurance Company.
Ms. Foran currently serves as an active member of many influential advisory boards including, co-chair on the Board of Directors of the Council of Institutional Investors, member of Board of Trustees of the American College of Governance Counsel, liaison to the American Bar Association’s Commission on Diversity and the Corporate Law Committee, Catalyst’s Advisory Board, the Weinberg Center for Corporate Governance’s Advisory Board, NACD’s Nominating and Governance Committee Chair Advisory Council, and, the Society for Corporate Governance’s Environmental & Social Working Group, Executive Director of Prudential’s Sustainability Council, and Executive Sponsor of Prudential’s ADAPT initiative.
Ms. Foran received her B.A., magna cum laude, and J. D. degrees from the University of Notre Dame.
Prior to joining Skadden, Ms. Fox held a number of leadership positions at the U.S. Securities and Exchange Commission (SEC) over the past decade, including serving as the director of the Office of International Affairs, senior adviser to Chairman Jay Clayton and senior special counsel to two directors in the Division of Corporation Finance. She also spent time working in the Office of Rulemaking and Office of Capital Markets Trends.
While at the SEC, Ms. Fox oversaw the agency's participation in international disclosure-related projects focused on accounting and audits, sustainability, COVID-19, emerging risks, data privacy, Brexit, LIBOR transition and fintech, and led negotiations with senior foreign regulatory officials. She managed enforcement and supervisory assistance programs to support cross-border securities examinations, investigations, trading suspensions and enforcement actions by the SEC and foreign authorities. Additionally, she served as a primary advisor on rulemakings, legal interpretations, capital formation and small business matters, the disclosure review program, waivers, enforcement referrals, corporate governance matters, shareholder proposals, international matters and proxy advisory firms. Ms. Fox also prepared testimony and briefing materials for congressional hearings on a broad range of issues, including mandated rulemakings, corporate governance, executive compensation, proxy matters and cybersecurity. She provided substantial assistance on the Disclosure Effectiveness Initiative to help modernize the public company reporting regime, including regarding the legal and accounting requirements of SEC filings and technological improvements to EDGAR. In honor of her work, she was recognized with three SEC Law and Policy awards.
Before joining the SEC, Ms. Fox worked at another international law firm in its Washington, D.C. office, where she advised companies and their boards on securities law compliance and corporate governance matters, including SEC reporting obligations, quarterly earnings releases and investor presentations, the Sarbanes-Oxley Act and exchange listing standards, insider trading policies, and requests for SEC no-action and exemptive relief. Ms. Fox also is a certified public accountant.
Liz concentrates on compensation and employment benefits matters for technology companies. She advises clients on compensation issues, compliance and best practices with respect to corporate governance, mergers and acquisitions, initial public offerings and public company compensation and reporting matters. Liz also works with clients on the design and implementation of compensation plans, including compliance with related tax and securities laws.
In 2020, The Best Lawyers in America named Liz to its Ones to Watch list for Employee Benefits (ERISA) Law.
Liz has served as Vice Chair of the Federal Securities Regulation Subcommittee of the Executive Compensation Committee of the ABA Business Law Section since 2017.
Prior to Fenwick, Liz was in-house executive compensation and benefits counsel for Adobe Systems.
Keir Gumbs is Chief Legal Officer of Broadridge Financial Solutions. Previously, he spent three years at Uber, most recently as Associate General Counsel, Corporate Transactions & Deputy Corporate Secretary, where he partnered with the business on M&A, executive compensation and employee benefits, corporate governance, corporate transactions and other matters.
Prior to his time at Uber, Mr. Gumbs was a partner with Covington & Burling LLP in Washington, DC, where he advised clients on corporate, corporate governance, securities regulation, and transactional matters. Mr. Gumbs' clients have included small, medium and large cap companies, private 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.
Lawrence Heim is Editor of CCRcorp's upcoming ESG platform, where he shares insights based on over 35 years of supporting companies in environmental, health & safety compliance and management. He's led various types of non-financial audits, designed corrective action programs and helped implement sustainability programs. He spent nearly a decade in-house at a Fortune 150 manufacturer and went on to help create the Global Environmental Risk Consulting Practice at Marsh USA. Later, Lawrence founded & led the Sustainability practice at Elm Consulting Group, and most recently, he led development of supply chain due diligence standards at the Responsible Business Alliance/Responsible Minerals Initiative. When the SEC's conflict minerals rules were under consideration, Lawrence was the only non-financial auditor selected to give testimony to the Commission. In 2018, he published the book "Killing Sustainability." Lawrence also sits on the board of ASSET, a non-profit anti-slavery organization.
Justin "J.T." Ho advises companies in the areas of corporate governance, securities law compliance, executive compensation and ESG. He has significant experience advising public companies on the proxy advisor, institutional investor, and disclosure issues that arise in connection with corporate governance, executive compensation and ESG matters, and on developing effective governance frameworks focused on long-term value creation.
J.T.'s practice covers a wide range of corporate governance and public company matters. J.T. regularly counsels companies on Board and committee oversight issues and governance-related disclosures, and helps companies to understand and consider the views of proxy advisors and institutional shareholders and other long-term stakeholders in their decision making.
On the securities front, he focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, and the sale and reporting of securities by insiders. J.T. also advises on compensation committee matters and related disclosures as well as the design of cash and equity incentive plans.
J.T. plays a leading role in Orrick's ESG practice, helping companies identify and understand the risks and opportunities associated with ESG and incorporating ESG into a company's overall business strategy and incentive plans.
J.T. serves on the advisory board of The Corporate Counsel and regularly contributes articles related to corporate governance matters and ESG. He was named a Rising Star by Super Lawyers in 2018, 2019, 2020, and 2021. He is also a frequent presenter at NASPP and has contributed many articles to LexisNexis on corporate governance matters.
Sophia Hudson is a capital markets partner in the New York office of Kirkland & Ellis LLP. Sophia advises clients on SEC disclosure and compliance, governance and general corporate law matters, as well as the full range of capital markets transactions, including initial public offerings and follow-on equity offerings, public and private high-yield, investment-grade and convertible debt offerings and private placements of equity and convertible securities. She has extensive experience with foreign issuers and cross-border transactions.
Her experience ranges across a variety of industries, including consumer goods, financials, industrials, life sciences, mining, retail, specialty pharmaceuticals and technology. She has also represented all the major U.S. investment banks.
Renee Jones is the Director of the U.S. Securities and Exchange Commission's Division of Corporation Finance. Prior to joining the Commission's staff in 2021, Jones served as Associate Dean for Academic Affairs and Professor of Law at Boston College Law School, where she taught and wrote in the areas of corporate law, securities law and corporate governance. Previously, she represented private and public companies on corporate and securities matters at the law firm Hill & Barlow PC. Jones is a member of the American Law Institute and has served as Co-Chair of the Securities Law Committee of the Boston Bar Association. She received her undergraduate degree from Princeton University and her law degree from Harvard Law School.
Shannon Kinney is Deputy General Counsel, Chief Compliance Officer and Corporate Secretary for ConocoPhillips. Kinney joined ConocoPhillips in 2012 as senior counsel, managing general corporate and securities matters. In 2015, she became managing counsel –Corporate, with responsibility for managing the company’s corporate legal matters. In 2016, she became associate general counsel, Corporate and Human Resources with responsibility for managing the company’s corporate legal matters and compensation, benefits, employment and labor legal matters.
She assumed her current role in 2017 and has had varying responsibilities since that time for managing the company’s corporate, commercial and employment legal matters and global compliance and ethics matters.
Prior to joining ConocoPhillips, Kinney was Deputy General Counsel and Corporate Secretary at TPC Group, where she handled general corporate governance and securities matters. She also served as chair of the Compliance Committee and was named Outstanding Associate General Counsel of a Small Legal Department by the Houston Business Journal for her role as Acting General Counsel in 2011.
She began her career as a corporate associate at Andrews Kurth in Houston and later worked as a corporate associate at Bracewell in Houston and New York.
In 2013, Kinney was recognized nationally as Rising Star at the Corporate Secretary Corporate Governance Awards and was included in the R-3 100 Program by InsideCounsel – a national list of 100 women who will likely be ready in three years to become general counsel. In 2014, she was named 40 Under 40 – Honorable Mention by the Houston Business Journal. In 2018, Kinney was recognized nationally as Governance Professional of the Year at the Corporate Secretary Corporate Governance Awards.
She serves on the board of the Texas General Counsel Forum and is president of the Houston Chapter. Kinney also serves on the board of the Society for Corporate Governance and serves on the board and is chair of Arms Wide Adoption Services.
Kinney graduated from The University of Texas with a bachelor’s degree and earned her juris doctorate, magna cum laude, from South Texas College of Law. She is a member of the state bars of Texas and New York.
Mr. Kokell is an Associate Director at ISS and he leads the U.S. compensation research team. In this role, he is responsible for U.S. compensation policy development and analyses relating to say-on-pay, golden parachutes, equity plans, and shareholder compensation proposals.
Before joining ISS in 2012, Mr. Kokell practiced law in the Manhattan offices of Shearman & Sterling LLP, where he was a member of the Executive Compensation & Corporate Governance practice group. Mr. Kokell received his law degree from Hofstra Law School (J.D., 2009), where he was a member of the Hofstra Law Review. He received his undergraduate degree in Economics from American University (B.A., 2005).
Bob Lamm chairs the Securities and Corporate Governance Practice Group at Gunster, Yoakley & Stewart, P.A., in Fort Lauderdale, Florida. He rejoined Gunster in 2014, having been a shareholder from 2000 to 2002. In addition, Bob is an Independent Senior Advisor to Deloitte's Center for Board Effectiveness. 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.
Bob is an active, long-term member of the Society for Corporate Governance. He is a past chair of the Society's Securities Law Committee 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. He has received the Society's Bracebridge H. Young Distinguished Service Award and a Lifetime Achievement Award in Corporate Governance from Corporate Secretary Magazine.
Bob is a member of the Florida and New York Bars, a member of Gunster's Women Leadership Forum committee, a Fellow of the Conference Board ESG Center, and a member of the South Florida Board of Advisors of The Commonwealth Institute. He previously served on the markets advisory council of the Council of Institutional Investors. He frequently speaks and writes on securities law, corporate governance and related topics, including the "Bob's Upticks" column on Gunster's Securities Edge blog, and he 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.
Tanya Levy-Odom serves as a Director on the BlackRock Investment Stewardship (BIS) Americas team. BIS evaluates the corporate governance of companies in which BlackRock invests, including the assessment of environmental and social factors material to a company's business operations. The BIS team engages with companies to build mutual understanding regarding governance expectations, risk mitigation and long-term financial performance. Ms. Levy-Odom previously served as the Executive Director of Investor Relations at Time Inc., as well as the firm's CSR (Corporate Social Responsibility) Officer. Prior to joining Time Inc., she was a Vice President/Domestic Equity Analyst at Alliance Bernstein, responsible for equity forecasting and stock selection in the Consumer sector.
Ms. Lin is a member of Davis Polk's Corporate Department, practicing in the Executive Compensation Group. She advises boards, companies, compensation committees and individual executives on executive compensation, equity-based incentives, deferred compensation, severance plans and other compensatory arrangements, with particular emphasis on issues arising in mergers and acquisitions transactions, initial public offerings, and new and joint ventures.
She also advises on employment and consulting arrangements, the applicability of securities and tax laws to executives and employers, the design and implementation of equity compensation plans and general employment-related matters. Ms. Lin is co-editor of the "Davis Polk Briefing: Governance" blog, which covers current topics in corporate governance, securities law and executive compensation.
In her pro bono practice, Ms. Lin has represented individuals seeking asylum in the United States. She has also advised not-for-profit organizations, including Grameen America and International Arts Movement.
Dave Lynn is Partner of Morrison & Foerster. Dave's practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. Dave is well known in the area of executive compensation disclosure, having co-authored, "The Executive Compensation Disclosure Treatise and Reporting Guide" for CompensationStandards.com. While serving as Chief Counsel of the Securities and Exchange Commission's Division of Corporation Finance, Dave led the rulemaking team that drafted sweeping revisions to the SEC's executive compensation and related party disclosure rules.
Dave re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007, providing interpretive advice, formulating policy decisions and publishing the Division's Compliance and Disclosure Interpretations. Dave 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.
Dave serves as Senior Editor of TheCorporateCounsel.net, CompensationStandards.com, The Corporate Counsel and The Corporate Executive.
Dave has served as the chair of the ABA Business Law Section's Federal Regulation of Securities Committee, co-chair of the Practising Law Institute's Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society. Dave is also an adjunct professor at the Georgetown University Law Center, where he teaches a course about exempt securities offerings.
Rob Main, CFA is managing partner and COO at Sustainable Governance Partners (SGP). Rob specializes in strategy development, board related matters, investor engagement, and executive compensation. He is a thought leader in the industry and a frequent participant on panels and roundtables.
Rob was previously the Head of Investment Stewardship for the Americas and Asia at Vanguard. His responsibilities included company engagement, ESG research, proxy voting, and policy development. Rob played a leadership role in analyzing and evaluating contentious and complex situations, including proxy contests and mergers & acquisitions. He spoke regularly at industry conferences and events, and actively contributed to thought leadership discussions and publications. Rob’s prior asset management industry experience included roles as a director within Vanguard’s investment manager due diligence team, head of active equity product management, and leader of the firm’s new product development.
He earned a B.S. from the University of Richmond, and an M.B.A. from Villanova University, where he graduated as part of both the Phi Kappa Phi and Beta Gamma Sigma Honor Societies. He is a CFA charterholder and is a member of the CFA Society of Philadelphia. He currently serves as adjunct faculty in Villanova University’s M.B.A. program and has guest lectured at Harvard University, Drexel University, and at Villanova’s Charles Widger School of Law. Rob previously served on the Corporate Governance Advisory Council of the Council of Institutional Investors (CII). Rob lives in suburban Philadelphia with his wife and three children. He enjoys reading, racquet sports, and is active in the Unionville youth sports community.
Mike Melbinger spent nearly 38 years advising clients on executive compensation, human capital management, corporate governance and regulatory compliance issues for corporations, boards of directors, partnerships, executives, and fiduciaries, including over two decades as a Chair of Winston & Strawn's executive compensation and employee benefits practice group, retiring in 2021.
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 incentive compensation risk management, linking executive compensation to ESG, DE&I, and HCM improvement, and 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 handled 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 is the author of the treatise on Executive Compensation, now in its 3rd Edition and maintains "Melbinger's Compensation Blog" on CompensationStandards.com.
Mary Hartman Morris is an Investment Officer within the Sustainable Investment and Stewardship Strategies (SISS) unit, within the Investments Branch for the California State Teachers' Retirement System (CalSTRS), with assets under management of $296 Billion. Ms. Morris has two decades of professional experience, 17 years of investment experience and 18 years of technical accounting knowledge as a Certified Public Accountant and Certified Internal Auditor. Prior to joining CalSTRS in January 2016, she was an Investment Officer at CalPERS, and previous work experience as an auditor and internal auditor.
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.
Katy Murray has been Vice President, Securities & Corporate Governance of Activision Blizzard, a public developer and publisher of interactive entertainment content and services, since 2014. In that role, Ms. Murray is responsible for, among other things, providing legal counsel to the company’s equity administration team. Prior to joining Activision Blizzard in 2006, Ms. Murray served as senior counsel at Aames Investment Corporation, a public mortgage lender, in connection with its corporate and transactional matters. Prior to joining Aames Investment Corporation, Ms. Murray worked as an associate at Jones Day, a global law firm. Ms. Murray holds a B.A. in public policy with a minor in mathematics from The College of William & Mary and a J.D. degree from Georgetown University.
Yumi Narita joined the Office of the Comptroller's Bureau of Asset Management (BAM) as the Executive Director of Corporate Governance in the Corporate Governance and Responsible Investment Unit in December 2019. The Comptroller serves as investment advisor, custodian, and a trustee to the New York City Pension Funds, which hold approximately $240 billion in assets (as of February 2021). In her role as Executive Director, Ms. Narita is responsible for developing and implementing active ownership programs for public equities, including overseeing proxy voting guidelines and strategies, engaging portfolio companies on their ESG policies and practices, and advocating for regulatory reforms to protect investors and strengthen investor rights.
Ms. Narita has 18 years of experience in the ESG industry. Prior to BAM, Ms. Narita was the Global Head of Corporate Governance at Alliance Bernstein, and Vice President on the BlackRock Investment Stewardship team.
Kathryn has 15 years of experience in executive compensation and leads Semler Brossy's New York office, located in the iconic Empire State Building. She advises clients across industries, with a particular expertise with consumer-facing/oriented companies. Her clients include Fortune 500 companies, privately-owned and/or private equity financed companies, those undergoing IPO/spin-offs, and recently public companies.
Kathryn is a frequent speaker at events hosted by NACD, Corporate Board Member, WorldatWork, Center on Executive Compensation, and Equilar. She has been published in the Harvard Law School Forum on Corporate Governance, Workspan, NACD, and Directors &Boards magazine.
Previously, Kathryn was a partner at FW Cook. Prior, Kathryn was a CPA with Ernst & Young, and she brings that financial acumen to her clients today. Kathryn is a graduate of the University of New York at Albany's School of Business with a bachelor's degree in Accounting and minor in Business Administration.
Ifeanyi Omenyi graduated from the University of Maryland College Park in 2015 with a bachelor’s degree in Economics. He served as a criminal defense investigator until 2019, when he began a new journey as an ESG professional working in due diligence at Exiger. He joined CGLytics in January 2020 as a corporate governance research analyst.
Hannah Orowitz is a senior managing director on Georgeson's compensation and environmental, social and governance (ESG) advisory teams. As a former in-house counsel, Hannah understands the complexities presented by investors' ever-increasing focus on ESG issues and helps clients reach consensus within their organizations as to how to best communicate with stakeholders on these topics. At Georgeson, Hannah works closely with clients across all market capitalization sizes and industries to develop proactive shareholder engagement programs and ESG strategies. Hannah also leverages her legal background and disclosure expertise to help Georgeson clients enhance and effectively communicate key ESG matters to their investors. Frequently representing Georgeson at industry events and webinars, Hannah continues to speak about the evolving intersection of shareholder engagement, activism and ESG. She is also a lead contributor to Georgeson's content development team and is regularly featured in industry media coverage.
Prior to joining Georgeson, Hannah was Vice President, Associate General Counsel and Assistant Secretary for XL Group Ltd, responsible for securities and corporate governance matters, including the development and execution of XL's shareholder engagement and sustainability strategies, all aspects of XL's shareholder meetings and governance matters related to XL's acquisition of Catlin Group Limited and later its merger with and into AXA SA. Hannah began her career as an Associate with Sutherland, Asbill & Brennan (now Eversheds Sutherland), where she counseled clients on public and private securities offerings and corporate governance matters.
Hannah received her J.D., Cum Laude, from American University Washington College of Law and her B.A. from Hamilton College. She is a member of the SASB Alliance, the National Investor Relations Institute, and the Society for Corporate Governance and its Sustainability Practices Committee.
Reid Pearson is Executive Vice President at Alliance Advisors and leads its Corporate Governance Group. Reid works with clients and partners on a number of proxy issues including solicitation, Say-on-Pay, equity compensation plans, and general corporate governance matters. A respected figure in the field, Reid is a frequent speaker on corporate governance and equity compensation issues at The National Association of Stock Plan Professionals (NASPP), National Investor Relations Institute (NIRI), and The Society for Corporate Governance.
Reid has been in the corporate governance and proxy industry since 1995. Prior to joining Alliance Advisors, Reid was Managing Director and Corporate Governance Advisory Practice Co-Leader at The Altman Group, a proxy solicitation and corporate governance firm. Reid also worked for ten years at Institutional Shareholder Services (ISS). His positions at ISS included Director of Custom Research, Senior Analyst, Director of Client Relations, and Manager of Strategic Partnerships. Reid was also a member of the proxy policy committee and oversaw the development and execution of the proxy voting guidelines of multiple institutional investors. He has worked with countless corporations and their advisors to help develop shareholder-friendly compensation plans. Reid is a graduate of the University of Georgia and resides in Atlanta.
Iain Poole is Managing Director of Argyle, a firm specialized in the preparation of effective investor communications. Iain advises corporations on how to make more effective disclosure through improvements in presentation, structure and content. Prior to creating Argyle in 2014, Iain managed Labrador’s expansion to the USA, and worked in Paris.
Iain holds a degree in French from the University of Nottingham, and has enjoyed a personal and professional journey which has seen him live and work in seven different countries.
Allie Rutherford is a Partner at PJT Camberview. Before joining PJT Camberview, Ms. Rutherford served as a Director at EY (Ernst & Young, LLP) helping to establish the Center for Board Matters and engaging boards, management teams and investors on governance, environmental and corporate responsibility topics. In this role, she served as an advisor and thought leader on corporate governance trends and the impact of governance decisions on investor actions and proxy voting. Prior to that, Ms. Rutherford advised investors on proxy voting and governance matters as Vice President of Research for Proxy Governance. Earlier in her career, she served as Deputy Director of Governance Research at the Investor Responsibility Research Center (now Institutional Shareholder Services). Ms. Rutherford serves on the Advisory Board of the University of Delaware's Weinberg Center for Corporate Governance, was a member of the Council of Institutional Investors' Markets Advisory Council, and in 2014 was named by the National Association of Corporate Directors and Directorship Magazine as one of the 100 most influential leaders in corporate governance. Ms. Rutherford holds a bachelor's degree in interdisciplinary studies in social science, international studies from Michigan State University.
Tara Tays is a Partner with Pay Governance LLC and has over 20 years of executive compensation experience and advises management and boards of directors on a wide range of compensation matters, including the design and implementation of annual incentive and long-term incentive plans, the review and development of internal compensation policies and procedures, the assessment of risk associated with incentive programs, and the adoption and review of employment agreements and change-in-control/severance plans. She has extensive knowledge of institutional shareholders' and proxy-advisory firms' concerns with executive compensation programs and helps companies improve shareholder support on Say on Pay and other executive compensation related proposals.
Tara is often a guest speaker at the National Association of Stock Plan Professionals and CCRcorp's annual executive compensation conferences and the National Association of Corporate Director's (NACD) Leading Minds in Governance conference, and has authored articles published in NACD Directorship magazine, Practical Law, and Deloitte's On the Board Agenda. She received a Bachelor of Science in Accounting from the University of Southern California's Leventhal School of Accounting.
Amanda Urquiza is an associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where she practices corporate and securities law. She works with both public and private companies on general corporate and transactional matters, including venture capital financings, public offerings, and mergers and acquisitions. Prior to joining the firm, Amanda worked in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.
A partner of Freshfields Bruckhaus Deringer, Maj advises a wide variety of clients on corporate governance, executive compensation, employee benefits matters and securities laws reporting and compliance. Her experience includes corporate transactions, including M&A deals and IPOs where she advises clients on employee benefit and executive compensation aspects, and representation on ongoing executive compensation and employee benefits matters, including advising compensation committees and executives on employment arrangements, cash and equity-based incentive plans and deferred compensation plans.
Ms. Vaseghi advises dozens of public companies on an ongoing basis on securities compliance, corporate governance and compensation and benefits matters. She has extensive experience in Proxy Statement preparation, executive compensation disclosure, and related compliance with stockholder advisory group recommendations such as Institutional Shareholder Services (ISS) and Glass Lewis. She regularly advises US and non-US entities on their disclosure obligations under, and compliance with, Sections 13 and 16 of the US Securities Exchange Act of 1934, the US stock exchange corporate governance requirements, and Rule 144 under the Securities Act of 1933.
Ms. Vaseghi previously served as in-house securities and corporate governance counsel at VMWare, and brings a keen understanding of the business issues large public companies face. She frequently writes and speaks on corporate governance, executive compensation and employee benefits related issues. She holds a B.S. in Mechanical Engineering from Columbia University and a J.D. degree from Columbia Law School.