Speaker Biographies


Donna Anderson

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

Donna Anderson is a vice president of T. Rowe Price Associates, Inc., and a global corporate governance analyst in the U.S. Equity Division of T. Rowe Price. In her current role, Donna leads the policy-formation process for proxy voting, shepherds the firm’s engagement efforts with portfolio companies, and is co-chair of the Proxy Committee. She joined the firm in 2007 and has 12 years of investment experience. Prior to joining the firm, Donna was director of equity research services for AIM Investments and was employed by Dyer, Robertson & Lamme Inc. as an equities analyst. She earned a B.A. in Spanish, French, and German from Trinity University, San Antonio, Texas, and an M.B.A. from the University of Texas at Austin. Donna also has earned the Chartered Financial Analyst designation.


Maggie Apsey
Executive Director, Custom Research
ISS


Myra Coleman Bierra Myra Coleman Bierra
Vice President and Corporate Secretary
AGL Resources

Myra Coleman Bierria was appointed vice president and corporate secretary at AGL Resources (NYSE: GAS) in March 2008. She is responsible for all corporate governance compliance matters.

Prior to joining AGL Resources in 2002, Ms. Bierria was a business and technology attorney at Brobeck, Phleger & Harrison LLP in New York, where she specialized in securities offerings, venture capital transactions and mergers and acquisitions.

Ms. Bierria is a member of the New York State Bar, the Georgia Asian Pacific American Bar Association and the National Asian Pacific American Bar Association. Ms. Bierria also is a member of the Society of Corporate Secretaries and Governance Professionals, for which she served as a past president and advisory committee member for the Southeastern chapter, the Society's third largest chapter.

Ms. Bierria received the Atlanta Business Chronicle's "40 Under 40 Up and Comer Award" in 2006 and was a member of the Leadership Atlanta class of 2012. Her non-profit activities include membership on the boards of the AGL Resources Inc. Private Foundation, the Fernbank Museum of Natural History and the Girl Scouts of Greater Atlanta, Inc.

She received her law degree from the Georgetown University Law Center and her undergraduate degree from the University of California at Berkeley.

Ms. Bierria and her family live in Atlanta.


Karla Bos Karla Bos
Director, Investment Proxy Research
Fidelity Investments

Karla Bos is a Director of Investment Proxy Research at Fidelity Investments. Fidelity is a leading provider of investment management, retirement planning, portfolio guidance, brokerage, benefits outsourcing, and other financial products and services to more than 20 million individuals, institutions, and financial intermediaries. In this role, Ms. Bos manages a team of analysts responsible for proxy voting operations, including vote analysis, issuer engagement, liaison with investment management, and compliance with the firm's proxy voting guidelines.

Prior to joining Fidelity in December 2013, Ms. Bos led the proxy committee for the ING (now Voya) family of U.S.-based mutual funds, managing a team responsible for all aspects of the funds' proxy voting as well as proxy voting administration for ING U.S. Investment Management's institutional accounts. As a project manager in the funds' Legal Administration group, she established the funds' proxy voting program in connection with her assessment of proxy voting rules adopted by the Securities and Exchange Commission in 2003.

For 10 years prior to coming to ING, Ms. Bos served in corporate and securities paralegal and research analyst positions at professional services firms and public companies. She holds a B.F.A. from New York University and is a member of the Society of Corporate Secretaries and Governance Professionals and the ISS Governance Exchange Advisory Council. Since 2004, Ms. Bos has also served as Secretary of Margot Music Fund, Inc., a 501(c)(3) nonprofit corporation.


Carol Bowie Carol Bowie
Head - Americas Research
Institutional Shareholder Services (ISS)

Ms. Bowie leads the research group responsible for proxy analysis and vote recommendations for thousands of companies in the U.S., Canada, and Latin America. During 2010 and 2011, she led compensation policy and research development at ISS, and previously headed the ISS Governance Institute team, which produces research and information around key issues in corporate governance and coordinates ISS's benchmark policy development. Prior to that, Carol directed ISS's Governance Research Service unit, which she also managed at the Investor Responsibility Research Center (IRRC) prior to its acquisition by ISS in 2005.

Before joining IRRC, Carol was Director of Publications & Research for Executive Compensation Advisory Services and long-time managing editor of the Executive Compensation Reports newsletter, analyzing trends and developments in executive pay at public companies. She is a frequent speaker on executive compensation and other governance issues, has published articles in journals such as Mergers & Acquisitions and Directorship Magazine, and often provides information and commentary to the business and general press. Carol was named to the National Association of Corporate Directors' 2010 and 2011 Hall of Fame lists as one of the 100 most influential people in corporate governance and boardrooms.


Ning Chiu Ning Chiu
Counsel
Davis Polk & Wardwell

Ning Chiu is counsel in the Capital Markets Group, with an emphasis on corporate governance and SEC regulations for public companies. She regularly advises major companies on board-related issues, including director independence, securities law compliance, proxy disclosure, shareholder proposals, and the impact of proxy advisory services. Her practice also focuses on new developments and changing best practices in governance matters. She has represented both issuers and underwriters on a number of significant securities transactions, including one of the largest IPOs in U.S. history and advising newly public companies. Her clients have included Aetna, CVS Caremark, General Electric Company, Marsh & McLennan and Morgan Stanley.


Kathy Combs Kathy Combs
President
Corporate Secretaries International Association (CSIA)

Kathy is President and Chairs the Executive Committee of Corporate Secretaries International Association (CSIA), an international federation of professional bodies that promote best practices in corporate governance, compliance and corporate secretarial advisory services. CSIA represents more than 70,000 corporate governance professionals in more than 70 countries throughout the world and is the only organization representing the perspective of corporations on global corporate governance policy issues. In a webinar April 18, 2015, CSIA introduced it's third publication: "Shareholder Engagement: Practical Steps for Corporate Secretaries," which details the significant role that corporate secretaries play in shareholder engagement. Other CSIA publications include "The Corporate Secretaries Toolkit" (2014), which was produced as a joint venture with the IFC to educate corporate secretaries in devloping countries, and "Corporate Governance Principles for Corporate Secretaries" (2013).

Ms. Combs is the Past Chair and was Interim President and Chief Executive Officer of the Society of Corporate Secretaries and Governance Professionals (USA), a professional association of more than 3,000 members, organized into 25 chapters in the United States and Canada. In addition to chairing the Society's Board of Directors, she chaired the Board's Executive Steering Committee, Succession Committee, Nominating and Governance Committee and the Corporate Practices Committee (which develops monographs on best practices). She chaired the Society’s 2007 National Conference, served as Board Secretary and as a member of the Educational Programs Committee, the Policy Advisory Committee and the Securities Law Committee. She is a frequent faculty member and speaker at the Society’s educational programs and conferences.

Ms. Combs has had more than 25 years of experience in corporate governance, having served as Senior Vice President, Governance, Deputy General Counsel and Corporate Secretary of Exelon Corporation (NYSE: EXC) and as Deputy General Counsel and Corporate Secretary of one of Exelon's predecessor companies, PECO Energy Company. She served as chief governance officer, with primary responsibility for corporate governance and the board of directors, including compliance with the requirements of Sarbanes-Oxley, other governance reforms and the NYSE listing standards. In this capacity, she coordinated support of the audit, compensation, risk oversight, corporate governance and nuclear oversight committees of the Board. She has overseen SEC reporting and compliance, provided legal counseling on securities laws and regulations and also managed the shareholder services function. In addition, she chaired the corporate ethics and compliance committee and managed Exelon’s ethics and compliance program, overseeing the assessment and mitigation of legal and compliance risk as well as investigations of potential violations of the Code of Business Conduct. In addition, she coordinated development of risk-based, corporate policies and procedures, managed the subsidiary management and records management functions, and served on Exelon’s Crisis Management Team.

Ms. Combs is a graduate of Northwestern University and received her law degree from West Virginia University College of Law. She is a member of Order of the Coif and Order of the Barristers and was Lead Articles Editor of the Law Review. She attended Stanford University's executive management program and is a recipient of the Women's Venture Fund's "Highest Leaf Award". Programs for which she was responsible earned honorable mention at the 2008 Corporate Secretary Magazine Awards in the categories of Best Overall Governance, Ethics and Compliance Program and Best Use of Technology. Africa.


Meredith Cross Meredith Cross
Partner
WilmerHale

Meredith Cross is a partner in the Transactional and Securities Departments and a member of the Corporate Practice of WilmerHale LLP. 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.


Nancy Florek Nancy Florek
Vice President and Director, Corporate Governance and Proxy Voting
The Putnam Funds

Ms. Florek is Vice President and Director of Corporate Governance and Proxy Voting of The Putnam Funds. In this role, she oversees the daily management of all aspects of proxy voting, leads the policy formation process for proxy voting, and is responsible for engagement with portfolio companies. She works extensively with investment analysts and portfolio managers on company-specific corporate governance, compensation, and other related issues.

As a member of an independent staff reporting directly to the Putnam Board of Trustees, Ms. Florek attends Board meetings and supports the work of the Board Policy and Nominating Committee. She has been in the industry since joining Putnam in 1994. Previously at Putnam, Ms. Florek held a variety of roles in the Accounting and International Investment groups.


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

In addition to her role as Chief Governance Officer, Vice President and Corporate Secretary of Prudential Financial, Peggy Foran has additional oversight responsibility for Shareholder Services, as well as Law Department Divisions covering Mergers & Acquisitions, Disclosures, Capital Markets, and Derivatives.

With over twenty years of professional experience and increasingly higher degrees of responsibility, she most recently served as Executive Vice President, General Counsel and Corporate Secretary of Sara Lee Corporation from July 2008 to June 2009 and from July 1997 to July 2008 she was Senior Vice President-Corporate Governance, Associate General Counsel and Corporate Secretary of Pfizer Inc.

Her proactive shareholder outreach and thought leadership on key governance issues has earned her global recognition as a leader in corporate governance. She has been recognized as one of the Most Influential People in Corporate Governance every year since the inception of the award by Directorship Magazine in 2007. A former member of the Board of Governors of the International Corporate Governance Network (ICGN), she received ICGN's distinguished award for Excellence in Corporate Governance in 2010 for improving board and shareholder engagement and paving the way for majority voting in the U.S. Most recently, she was identified by Treasury and Risk Magazine as one of the Most Influential People in Finance.

A Director of Occidental Petroleum since December 2010, Ms. Foran also served on the Board of Directors of The MONY Group Inc. and MONY Life Insurance Company.

She is a former Co-Chair of the Council of Institutional Investors, and a former Director of the Association of Corporate Counsel (ACC), where she served as Chair of the ACC's Corporate and Securities Law Committee. She is a former member of the Standing Advisory Group of the Public Company Accounting Oversight Board (PCAOB). She currently serves as a member of the Advisory Board of Catalyst and New York Advisory Board of Disability Rights Advocates.

Her many contributions to the Society of Corporate Secretaries and Governance Professionals is evidenced by her leadership roles as former Chairman, former director, former Chair of the Securities Law Committee, and former Treasurer. She is the former Chair of the Business Roundtable's Corporate Governance Task Force, leading the Coordinating Committee and the SEC Issues Committee.

Ms. Foran received both a BA (magna cum laude) and JD degrees from the University of Notre Dame. She is admitted to practice in the New York, Pennsylvania, Illinois and New Jersey (in house) Bars. A frequent invited speaker and guest panelist for various professional associations, she has written and spoken on corporate governance and securities law issues and has served on several SEC and NYSE task forces.


Stacey Geer Stacey Geer
Senior VP, Associate General Counsel & Corporate Secretary
Primerica

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.


Holly Gregory Holly Gregory
Partner
Sidley Austin

Holly J. Gregory is a partner in Sidley's New York office, and is co-head of the firm's global Corporate Governance and Executive Compensation practice. Ms. Gregory counsels clients on the full range of governance issues, including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership structures, special committee investigations, board audits and self-evaluation processes, shareholder initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements, and governance "best practice."

Ms. Gregory played a key role in drafting the OECD Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation, and the joint OECD/World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets. She also drafted the NACD Key Agreed Principles of Corporate Governance.

In addition to her legal practice and policy efforts, she has lectured extensively on governance topics, including at events in Europe and Asia sponsored by the U.S. State Department, International Corporate Governance Network (ICGN), The Conference Board, National Association of Corporate Directors (NACD), Association of Corporate Counsel, Society of Corporate Secretaries & Governance Professionals, and Institutional Shareholder Services (ISS). The author of numerous articles on governance topics, she writes the governance column for Practical Law: The Journal.

Ms. Gregory was recently appointed to a three-year term as Chair of the Corporate Governance Committee of the ABA's Business Law Section. She is co-chair of the ABA's Delaware Business Law Forum. She recently completed a six-year term on the ABA Corporate Laws Committee where she co-chaired the task force that issued the 6th edition of the ABA Corporate Directors Guidebook (April 2011). Several years earlier she chaired the ABA task force that delivered the Report on the Delineation of Governance Roles & Responsibilities to Congress and the SEC in August, 2009.

As an adjunct Professor at Columbia Business School, Ms. Gregory taught a course on Corporate Governance in the Fall 2013 term. She has served on a number of the NACD's Blue Ribbon Commissions. She has served as pro bono counsel to the Epilepsy Foundation and other not for profit institutions. Ms. Gregory clerked for the Honorable Roger J. Miner, United States Court of Appeals for the Second Circuit. Ms. Gregory served on the Board of Trustees of New York Law School from 2009 through 2011.

Ms. Gregory is widely recognized for her governance work, including most recently as: among the "100 Most Influential Players in Corporate Governance" (NACD/Directorship 100), Directorship Magazine, 2014 and all prior years; the "Best in Corporate Governance" at Euromoney Legal Media Group's inaugural Americas Women in Business Law Awards 2012; the leading practitioner in corporate governance law in the Guide to the World's Leading Women in Business Law (July 2010); and a "Leading Practitioner in Corporate Governance" in the International Who's Who of Corporate Governance Lawyers, 2013 and prior years.


Colleen Mahoney Colleen Mahoney
Partner
Skadden Arps

Colleen P. Mahoney, a partner in Skadden's Washington, D.C. office, heads the firm's Securities Enforcement and Compliance practice, and regularly represents financial services firms, corporations, their boards, board committees, officers, directors and employees in Securities and Exchange Commission (SEC) and other law enforcement investigations.

Ms. Mahoney assists management and boards of directors performing internal investigations, often advising clients on preventive and remedial measures before and after securities-related issues arise.

Ms. Mahoney has been the lead attorney representing many of the company boards and individuals embroiled in signature SEC investigations. Her clients have included many well-known U.S. and foreign companies. As is frequently the case with SEC enforcement matters, the biggest victories are the ones that never become public - the government investigations and inquiries that are put to rest before charges are filed or an indictment is issued, or even before a public disclosure of the government interest. Ms. Mahoney has succeeded in bringing a number of matters to a close in those circumstances.

Prior to joining Skadden, Ms. Mahoney spent 15 years in increasingly senior positions with the SEC, serving as acting general counsel of the agency and as deputy director of the division of enforcement. During her tenure at the SEC, Ms. Mahoney helped manage a civil law enforcement program that addressed a wide range of issues, including financial fraud and disclosure, asset management issues, derivatives and insider trading.

Ms. Mahoney frequently lectures on securities regulatory and enforcement issues at seminars and conferences in the United States and abroad.

Ms. Mahoney has been selected for inclusion in Chambers USA: America's Leading Lawyers for Business, The International Who's Who of Corporate Governance Lawyers, Lawdragon 500 Leading Lawyers in America and The Best Lawyers in America. Since 2012, she has been recognized as one of Benchmark Litigation's "Top 250 Women in Litigation" and she also was named to the shortlist of the nation's top women regulatory lawyers by Chambers USA (2012). Additionally, Ms. Mahoney was included in Washingtonian Magazine's 2013 "Best Lawyers" list.


Susan Permut Susan Permut
Senior Vice President & Deputy General Counsel
EMC Corporation

Susan Permut is Senior Vice President, Deputy General Counsel and Assistant Secretary at EMC Corporation in Hopkinton, Massachusetts. EMC Corporation (NYSE: EMC) is the world's leading developer and provider of information infrastructure technology and solutions that enable organizations of all sizes to transform the way they compete and create value from their information.

Ms. Permut provides legal support for key committees of the Board of Directors and for the full Board of Directors. She also supervises a staff that provides legal services regarding corporate governance; general corporate matters; securities law; corporate compliance; investor relations and public relations matters; mergers, acquisitions & investments; employment law and real estate.

Ms. Permut is a member of the Massachusetts Bar Association and the State Bar Association of California. She is a member of the Boston Bar Association and a past co-chair of its Corporate Law Committee (2007-2009). Ms. Permut served on the Board of Directors of the Northeast Chapter of the Association of Corporate Counsel (1995-2010) and is a past chair of its Sponsorship Committee (2008-2010). She has also served as a member of the Executive Council of the ACC National Corporate and Securities Law Committee. Ms. Permut is on the Board of Directors of the Council of Institutional Investors and serves on its Policies Committee. She is an Advisory Board Member of the Eastern New England Chapter of the Society of Corporate Secretaries and Governance Professionals. Ms. Permut also serves on the Board of Trustees of Dean College, in Franklin, MA and serves on its Governance Committee.

Ms. Permut has served as chair of various educational programs and conferences and has spoken on corporate governance and shareholder relations topics. She was a member of the American Bar Association Task Force on the Delineation between the Roles of Shareholders and Boards of Directors (2009) and represented EMC on the Working Group on the Advisory Vote on Executive Compensation (2007-2008).

Ms. Permut was recognized by Massachusetts Lawyers Weekly as an In-House Leader in the Law in March of 2008. She leads the team which won Corporate Secretary Magazine's 2009 Corporate Governance Team of the Year (Large Cap Company) and was honored by Boston Women's Business in January of 2010 as one of the Top 10 Corporate Lawyers in the region.

At EMC, Ms. Permut is a member of the Women's Leadership Forum and has served on the Women's Mentoring Circles and the G&A Six Sigma Council. Ms. Permut oversees the legal department's relationship with the coop program at Northeastern University Law School and has spoken at Northeastern law school and the Northeastern corporate MBA program at EMC.

Prior to joining EMC, Ms. Permut served as an attorney at Damon Corporation in Needham, Massachusetts; an associate at Testa Hurwitz & Thibeault in Boston, Massachusetts; and an associate at Fenwick & West in Palo Alto, California. Ms. Permut received a B.S. from Cornell University and was awarded a J.D. from the University of Pennsylvania.