Speaker Biographies

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.

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.

Bindu Culas is a Principal in the New York office of Frederic W. Cook & Co., joining the firm in 2012. She was previously a partner at the international law firm, Linklaters LLP. She is a member of the New York State Bar, and received her B.S. and J.D. degrees from New York University.

Blair Jones focuses on helping clients motivate and retain their talent in ways that contribute to sustained shareholder value creation. She has particular expertise in performance management and executive rewards design. She has worked with leadership teams across a number of industries, including healthcare, retail, telecommunications, professional services and consumer products. She works extensively with companies in transition. Ms. Jones joined Sibson Consulting in 1991. Prior to that time, she worked for Bain & Company, helping clients develop pricing and marketing strategies. She holds a bachelor's degree with highest honors from Williams College and has spoken at the WorldatWork and National Association for Stock Plan Professionals (NASPP) National Conferences on the topics of leadership rewards and talent management. She has also presented at the National Center for Employee Ownership (NCEO) Global Equity Conference, as well as to a variety of industry groups. She has published in many journals including Directors and Boards, World at Work Journal, Workspan, The Journal of Business Strategy and The Corporate Board. She has also been quoted in publications such as The New York Times, Business Week, The Wall Street Journal, Forbes and forbes.com, KiplingerForecasts.com, USA Today, the Los Angeles Times, and HR Executive.

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.

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.

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.

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.

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.

Tim Olson serves as Senior Corporate Counsel and Corporate Secretary for NorthWestern Energy. In those roles, Tim is responsible for the legal aspects of NorthWestern's mergers and acquisitions, public disclosures, financing, securities transactions, and corporate governance, including board of directors meetings. Tim also leads the creation of NorthWestern's proxy statement, which has received several recognitions, including most recently, in June 2015, the NYSE Governance Services award for Exemplary CD&A, and in November 2014, Corporate Secretary's award for Best Proxy Statement (Small to Mid-Cap

A native of South Dakota, Tim began his career in Chicago with the law firm Skadden, Arps, Slate, Meagher & Flom LLP, after receiving an undergraduate degree from the University of Chicago and a law degree from DePaul University.

Sharon Podstupka is a Principal in the New York office of Pearl Meyer & Partners. She is a key member of the firm’s Thought Leadership team and is focused on executive and broad-based employee pay communication consulting. She works closely with her clients in a wide range of industries to develop internal communications that educate and engage people in their pay programs. Ms. Podstupka also has extensive experience in developing critical shareholder communications (CD&As) that clearly explain pay-for-performance in the context of today’s challenging say on pay environment. Her key areas of expertise are communication strategy, stakeholder management and content development.

Ms. Podstupka is a popular conference panelist at The Conference Board and Corporate Board Member (NYSE Corporate Governance) events. She has also contributed to several publications including WorldatWork’s Workspan, Executive Pay Matters, Bloomberg BNA and Corporate Board Member. Ms. Podstupka joined PM&P in 2013 after 17 years at Towers (Perrin) Watson, where she served as a Director in the Talent & Rewards segment. In her most recent role there, she led the Executive Compensation Communications Services team for the Americas. Prior to that, she was a compensation and benefits administrator and communication specialist at EMI-Capitol Music Group.

Ms. Podstupka holds a B.F.A. in Communication Arts from New York Institute of Technology, Old Westbury.