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Speaker BiographiesAmy Bilbija Amy Bilbija is a Managing Director in the firm's corporate advisory business, co-heads the firm's shareholder activist practice and focuses on activist defense, shareholder policy, investor relations, and governance and compensation matters. Prior to joining Evercore, Ms. Bilbija was an Executive Vice President of MacKenzie Partners, responsible for all West Coast operations and focused on proxy contests, mergers-and-acquisitions, and corporate governance. Over the course of her career, Ms Bilbija has amassed extensive experience consulting both Board of Directors and Senior Management in areas of shareholder communication, messaging, various policy matters, and overall strategic issues. Prior to that, Amy was Senior Counsel at the New York Stock Exchange where she provided legal and corporate governance advisory services to both the domestic and international listings departments. Ms. Bilbija has a J.D. from New York Law School and an M.B.A., M.S. and B.A. from the University of Miami.
Mark Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission. Before that, he was General Counsel for ShareData, Inc. Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987. From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC. Mr. Borges is the author of SEC Executive Compensation Disclosure Rules, first published in June 2008 by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation. A California native, Mr. Borges graduated from Humboldt State University in 1976. He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981. He is a member of the American Bar Association.
Mr. Brandman is Securities Counsel at The Coca-Cola Company, based in Atlanta, Georgia. His responsibilities include providing legal counsel to the corporation on matters of corporate governance, securities regulation, public company disclosure and securities law compliance, planning for the Board of Directors and Board committee meetings and monitoring regulatory and legislative developments. Mr. Brandman joined The Coca-Cola Company in 2010. Prior to joining The Coca-Cola Company, Mr. Brandman was in private practice in Atlanta at the law firm of Paul Hastings LLP and in New York and London at the law firm Milbank, Tweed, Hadley & McCloy LLP. Mr. Brandman is a member of the Securities Law Committee of the Society of Corporate Secretaries & Governance Professionals. Mr. Brandman is also a member of the Corporate & Securities Law Committee of the Association of Corporate Counsel and the Business Law Section of the American Bar Association. Mr. Brandman serves on the Board of Directors of the Pro Bono Partnership of Atlanta and the Southeastern Chapter of the Anti-Defamation League. Mr. Brandman received a B.A. from University of Michigan and his law degree from Emory University School of Law.
Mr. Briggs serves as Corporate, Securities & Finance Counsel for General Electric. In this role, he is responsible for global securities law, capital raising, corporate law and corporate governance compliance. Before joining GE in 2012, Mr. Briggs practiced law in the Los Angeles and Washington, DC offices of Gibson, Dunn & Crutcher LLP, where he was a member of the firm’s Securities Regulation and Corporate Governance and Executive Compensation and Employee Benefits practice groups. Mr. Briggs received his law degree, with honors, from the University of Chicago Law School (J.D., 2007), where he was a Kosmerl Scholar and a member of the Chicago Journal of International Law. He received his undergraduate degree, with high honors, from the University of Notre Dame (B.A., 2004). Mr. Briggs is a member of the Society of Corporate Secretaries & Governance Professionals, where he serves on the Securities Law and Corporate Practices Committees.
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.
A partner of Skadden Arps, Brian Breheny concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters. Since joining Skadden, Mr. Breheny has advised numerous clients on a full range of SEC compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC's tender offer rules and regulations and the federal proxy rules. Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC's Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, legal and regulatory policy. In his position as chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As deputy director, he was a member of the senior staff of the commission with responsibility for the division's legal and regulatory policy support offices (chief counsel, chief accountant, mergers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison). During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications. Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganizations. Mr. Breheny began his career as a certified public accountant with KPMG LLP. Mr. Breheny has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules and shareholder voting. He has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law. Mr. Breheny was recognized by the National Association of Corporate Directors as part of its Directorship 100, an annual list that identifies the most influential people in the boardroom community. He also was selected for inclusion in Chambers USA: America's Leading Lawyers for Business 2013 and The International Who's Who of Corporate Governance Lawyers 2013.
Anne Chapman Anne Chapman is Vice President, Fund Business Management Group for the Capital Research and Management Company. Anne joined Cap Re in 1989, as a legal assistant to the coordinator of of Cap Re's legal and compliance group. For the past 20 years, she has worked with independent directors and Cap Re's investment professionals in coordinating proxy voting for the American Funds group of mutual funds. Prior to joining Cap Re, Anne was a legal secretary for the in-house legal department at CalMat Co., the largest sand and gravel company in California (now a subsidiary of Vulcan Materials Company).
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. Wendy Davis focuses on equity and executive compensation and corporate governance. Her practice addresses the practical design considerations of programs, including the complicated intersection of tax, securities, employment, and corporate laws, as well as shareholder relations issues. Wendy works regularly with clients to develop and maintain their equity and bonus plans, deferred compensation arrangements, and severance and change of control agreements. She negotiates executive agreements for executives and employers at all stages of the corporate life cycle, with a strong background in Sections 409A, 280G, 162(m). She is actively involved in the preparation of public company disclosures, including drafting CD&As and proxy proposals. Wendy works with clients to address proxy advisor (such as ISS) recommendations, providing board education, planning disclosure strategy, and working to lower the risk of litigation or a failed vote. She also works with M&A lawyers to determine equity award treatment, negotiate the definitive agreement, and address other M&A compensation issues. Prior to joining Jones Day, Wendy advised on the sell-side acquisitions of OPNET by Riverbed, Compellent Technologies by Dell, and Chordiant Software by Pegasystems and on the buy-side acquisitions of Register.com by Web.com Group, Sigrity by Cadence Software, and OMGPop by Zynga. In addition, she worked extensively with more than 20 issuers in the IPO process between 2010 and 2013, including Millennial Media, Ruckus Wireless, Yelp, and Zynga. Wendy has helped to plan post-IPO board, equity (such as ESPP), and executive to plan post-IPO board, equity (such as ESPP), and executive compensation structures and to transition issuers into public company corporate governance requirements. Wendy frequently speaks on compensation matters, including webcasts for Equilar and NASPP.
Howard Dicker is a partner in the Public Company Advisory Group of Weil, Gotshal & Manges LLP in New York. He advises numerous companies regarding securities law issues, disclosure and compliance matters as well as on executive compensation and corporate governance. He has had a diverse corporate practice, including mergers and acquisitions, financings, securities offerings, venture capital investments and restructurings. Mr. Dicker is a member of Weil's Financial Regulatory Reform Working Group. Mr. Dicker is also active in various bar associations and committees and speaks and writes on a variety of topics in corporate and securities law. He is Chair of the Securities Regulation Committee of the Business Law Section of the New York State Bar Association. He also is Vice Chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association. Mr. Dicker's publications include: "The SEC's New Disclosure Requirements Explained" in the International Financial Law Review (October 2006 corporate governance supplement); and "Executive Compensation and Corporate Governance," Chapter 3 in A Practical Guide to SEC Proxy and Compensation Rules, 3rd Edition (2005 Supplement), published by Aspen. Prior to joining Weil in 1989, Mr. Dicker was an auditor and tax consultant at Price Waterhouse in New York. There, he focused on broker-dealers in securities and commodities. He is licensed as a certified public accountant. Mr. Dicker received his Bachelor of Science degree in 1983 from the Wharton School of the University of Pennsylvania, where he majored in both finance and accounting. He then received a Master of Science degree in accounting in 1984 from the State University of New York at Albany. In 1989, he received his Juris Doctor degree with honors from The George Washington University Law School.
Marty Dunn is a partner in Morrison & Foerster's Washington, DC office and a member of the Capital Markets Practice. Prior to joining Morrison & Foerster, he spent 20 years in various positions at the US Securities and Exchange Commission (SEC), most recently as Deputy Director, and former Acting Director, of the Division of Corporation Finance. As Deputy Director, he supervised that Division's Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business, and Enforcement Liaison. Marty is one of the writers for The Corporate Counsel and is the recipient of these awards: SEC Capital Markets Award (2001, 2002, 2006); SEC Regulatory Simplification Award (2005); SEC Law and Policy Award (2000, 2004); SEC Chairman's Award for Excellence (2000); Federal Bar Association's Philip A. Loomis, Jr. Award (1998); SEC Chairman's Plain English Award (1998); SEC Supervisory Excellence Award (1995); Chambers USA (2009, 2010, 2011) Leading Individual in Securities Regulation: Advisory; Chambers USA (2009, 2010, 2011) Leading Individual in Securities Regulation While at the SEC, Marty was responsible for a wide range of rulemakings, including:
Alan Dye's practice is focused on advising public companies and their boards of directors regarding compliance with the federal securities laws, particularly SEC reporting requirements, annual meeting and proxy-related issues, executive compensation disclosures, and insider trading restrictions. Alan also counsels public companies on corporate governance practices, compliance with the listing standards of the national stock exchanges, and state fiduciary duty law. He also regularly advises clients regarding beneficial ownership reporting requirements, and he assists clients in developing strategies for defending against claims arising under the insider reporting and short-swing profit provisions of the securities laws. Following law school, Alan was appointed to serve as a law clerk for The Honorable Ellsworth A. Van Graafeiland of the U.S. Court of Appeals for the Second Circuit. Upon completing his clerkship in 1979, he entered private practice in Atlanta, where he was engaged primarily in securities and other commercial litigation. In 1982, Alan joined the staff of the Securities and Exchange Commission, where he served for two years in the Division of Corporation Finance and then for two years as special counsel to the Chairman of the agency. He left the commission to join Hogan & Hartson in 1986. Alan is a frequent lecturer at professional seminars and is a former adjunct professor at the Georgetown University Law Center. Alan is an active member of the American Bar Association and formerly chaired the Administrative Law Section's Committee on Securities Commodities and Exchanges. He also serves on the Financial Industry Regulatory Authority's National Adjudicatory Council, which is FINRA's appellate adjudicatory body for professional disciplinary matters and other adjudicated matters. He has written extensively on various issues under the federal securities laws, including his co-authorship (with Hogan Lovells partner Peter J. Romeo) of the Section 16 Treatise and Reporting Guide (Executive Press), the Section 16 Deskbook (Executive Press) and the Section 16 Forms and Filings Handbook (Executive Press). Alan also moderates a discussion forum on Section16.net, a Web site devoted to developments under and compliance with Section 16 of the Securities Exchange Act of 1934. Alan Dye and Peter Romeo are characterized in Chambers USA 2010 as "world experts on section 16 of the Securities Exchange Act." They are among a group of only 10 securities lawyers in the U.S. highlighted in Chambers USA 2010 for their advisory work.
Michelle Edkins is a Managing Director at BlackRock and Head of its Corporate Governance and Responsible Investment team of 20 specialists based in five key regions internationally. Michelle is responsible for the team’s engagement and proxy voting activities in relation to the companies in which BlackRock invests on behalf of clients. She is an active participant in the public corporate governance debate and regularly speaks and writes on the importance of good stewardship for company performance. She is a member of the Board of Governors of the International Corporate Governance Network and of the Investment Committees of the Association of British Insurers and of Eumedion in the Netherlands. Prior to joining BlackRock in 2009, Michelle was for four years Managing Director at Governance for Owners, an independent partnership offering products that support responsible long-term share ownership. She started her corporate governance career in 1997 at Hermes Pensions Management, where she spent eight years, initially as the head of the corporate governance team and thereafter as Director of Institutional Relations. An economist by training, Michelle previously worked for New Zealand’s central bank and the British High Commission in Wellington.
Nina Eisenman is a Senior Relationship Director at Addison, a creative agency that does high-profile work for some of the world's most respected institutions. Prior to joining Addison in January 2015, Nina was President and CEO of Eisenman Associates where for 25+ years she specialized in marketing and investor communications for publicly traded corporations and privately held investment firms. A pioneer in online investor communications, Nina designed and produced one of the first corporate websites in 1995 for PepsiCo. Over the course of her career Nina and her team have created award-winning websites, annual reports, logos, advertising and collateral material for clients including PepsiCo, ITT Corporation, Land O'Lakes, BD (Becton Dickinson), Textron, Praxair, HSNi, Curtiss-Wright, Maidenform Brands, Schnitzer Steel, Hubbell, Inc., Aetna, Rite Aid, Toshiba and McKinsey & Company. Nina has been a speaker on topics including interactive design and investor communications best practices at NYU's Stern School of Business, NYU's Information Technologies Institute, the Harvard Club, Barnard's Business and Professional Women group, IR Magazine's Think Tank, The 3PM Conference, MFEA Distribution Technology Summit, NMBC's Women's Business Conference and numerous professional seminars. Her press credits include "IR Magazine", "IR Update", "Graphic Design" magazine, "Women's Enterprise" magazine and CBS News Radio. Nina is a member of the National Investor Relations Institute (NIRI), the Mutual Fund Education Alliance (MFEA), the Art Directors' Club and AIGA. She has a Bachelor of Science degree from Barnard College of Columbia University.
Keir Gumbs is a partner with Covington & Burling LLP in Washington, DC. He advises public and private companies, non-profit organizations, institutional investors and other clients in corporate, corporate governance, securities regulation, and transactional matters. Mr. Gumbs' clients include small, medium and large cap companies, non-profit organizations, public pension funds, and other institutional investors. He is widely recognized as a "go-to" expert for a variety of securities law matters, including with respect to the Dodd-Frank Act and related rulemakings. Mr. Gumbs' career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In that position, he advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions. Prior to serving as Counsel to Commissioner Campos, Mr. Gumbs spent five years as a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC's Division of Corporation Finance. Honors include:
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.
Keith F. Higgins is the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Prior to joining the Division in June 2013, Mr. Higgins was a partner at Ropes & Gray LLP in Boston, Massachusetts, where he advised public companies on securities offerings, mergers and acquisitions, compliance and corporate governance. Mr. Higgins also regularly represented underwriters in IPOs and other public equity offerings.
Stacy Ingram serves as Associate General Counsel - Corporate and Securities and Assistant Corporate Secretary for The Home Depot, which she joined in April 2009. In this role, Stacy is responsible for a broad range of securities, compliance, corporate governance and corporate finance matters, including primary responsibility for preparing the Company's annual proxy statement. Prior to joining The Home Depot, Stacy was a partner in the Atlanta office of McKenna Long & Aldridge LLP, where she represented clients in a full array of securities, corporate governance and corporate finance matters. Stacy received a B.A. from the University of Texas at Austin and her law degree from Harvard Law School. Stacy recently served as President of the Southeastern Chapter of the Society of Corporate Secretaries and Governance Professionals and is a member of the chapter's Advisory Board. She also serves on the board of the Home Depot Foundation.
Beth Ising is a partner in Gibson Dunn's Washington, D.C. office, practicing in the Securities Regulation and Corporate Governance practice group. She also is a member of the firm's Financial Institutions practice group. She advises clients, including public companies and their boards of directors, on corporate governance, securities law and regulatory matters and executive compensation best practices and disclosures. Representative matters include advising on Securities and Exchange Commission reporting requirements, shareholder proposals, proxy disclosures, director independence matters, proxy advisory services, board and committee charters and governance guidelines and disclosure controls and procedures. She also advises non-profit organizations on corporate governance issues. Ms. Ising was named as one of ten "Rising Stars of Corporate Governance" for 2009 by Yale School of Management's Millstein Center for Corporate Governance and Performance. She also is a frequent author and speaker on securities law and corporate governance issues impacting public companies. Recent publications include the article "Top 11 Legal and Regulatory Tips for Boards of Directors in 2011" published by Corporate Board Member in early 2011 and articles in Insights – The Corporate & Securities Law Advisor. Ms. Ising also co-authors a chapter on shareholder proposals in the treatise A Practical Guide to SEC Proxy and Compensation Rules and authored an article in the American Bar Association's Business Law Today, updates for the 2003 – 2006 editions of Preparing for Your Annual Meeting, Bowne & Co., and a chapter for Corporate Governance: Law and Practice, 2005 supplement, LexisNexis. Recent presentations and speeches include presentations on securities law and corporate governance issues to the Society of Corporate Secretaries and Governance Professionals, The Corporate Counsel.net, the Practising Law Institute, BNA, the American Bar Association and the District of Columbia Bar. Ms. Ising is a member of the Society of Corporate Secretaries and Governance Professionals and the National Advisory Board of the Women in Law Empowerment Forum. She is also the former Chair of the Corporate Finance Committee; Corporation, Finance and Securities Law Section of the District of Columbia Bar. Ms. Ising graduated with high honors from the University of North Carolina at Chapel Hill School of Law in 2000. She was a member of Order of the Coif and was inducted into the James E. and Carolyn B. Davis Society. Ms. Ising was also a published member of the North Carolina Journal of International Law and Commercial Regulation. Ms. Ising is admitted to practice in the State of North Carolina and in the District of Columbia and is a member of Gibson, Dunn & Crutcher's Global Diversity Committee.
Mike Kesner is the principal in charge of firm's Executive Compensation practice. He has over 26 years' experience working with companies on a wide range of executive compensation issues, including assessment of competitive pay levels, incentive compensation plan design, executive employment agreements and severance benefits, and deferred compensation plans. Mike also has experience with recruitment and retention arrangements, supplemental executive retirement programs, benefit security techniques, board of directors compensation and change-in-control pay issues. He is the independent advisor to the compensation committee of the board of directors on executive compensation matters at several Fortune 500 companies. Mike has authored articles published in the Harvard Business Review, CFO Magazine, Directors and Boards, National Association of Corporate Directors' newsletter, and served on the NACD's Blue Ribbon Commission on executive pay. He is also a co-author of a chapter in A Practical Guide to SEC Proxy and Compensation Rules. He has often been a guest speaker on compensation and benefit matters at conferences sponsored by the National Association of Stock Plan Professionals, Ray Garrett Jr. Corporate and Securities Law Institute, American Bar Association, PLI, Executive Enterprises, Garrett Law Institute (Northwestern University), Tulane Corporate Law Institute and Tennessee Law Institute. Mike is a member of the American Institute of Certified Public Accountants, the Illinois CPA Society, and the National Association of Stock Plan Professionals. He received a B.S. in Accounting from the University of Illinois. Bob Lamm is an Of Counsel Shareholder of Gunster, Yoakley & Stewart, P.A., Florida's Law Firm for Business, and serves as co-chair of the firm's Securities and Corporate Governance practice. He rejoined Gunster in 2014, having been a shareholder from 2000 to 2002. From 2008 to 2013, Bob was Assistant General Counsel and Assistant Secretary of Pfizer Inc. His previous experience includes service as Vice President and Secretary of W. R. Grace & Co., Senior Vice President - Corporate Governance and Secretary of CA, Inc., and Managing Director, Secretary and Associate General Counsel of FGIC Corporation/Financial Guaranty Insurance Company. He also has extensive experience with small- and mid-cap companies as well as non-profit entities. In addition to his role at Gunster, Bob acts as a Senior Advisor to Deloitte's governance services practice and as an Advisory Director of Argyle, which advises corporations on the effective communication of corporate governance. He is also a member of the Advisory Board of iiWisdom, a company that facilitates company/shareholder engagement. Bob is an active, long-term member of the Society of Corporate Secretaries and Governance Professionals. He was chair of the Society's Securities Law Committee from 2011 to 2014 and has served on the Society's Corporate Practices, Finance and National Conference Committees, as a member of its board of directors, and as chair of its 2004 National Conference Committee; and he is a recipient of the Society's Bracebridge H. Young Distinguished Service Award. He is also a Senior Fellow of The Conference Board Governance Center. Bob is a member of The Florida Bar, the New York State Bar, and the American Bar Association (including its Business Law Section and Committees on Corporate Governance and Federal Regulation of Securities). He frequently speaks and writes on securities law, corporate governance and related topics. He currently serves on the board of editors of The Corporate Counselor. Bob received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law.
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.
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.
Prior to joining Glass Lewis, Bob McCormick was the Director of Investment Proxy Research at Fidelity Management & Research Co., which he joined in 1997. At Fidelity, he managed the proxy voting of more than 700 retail and mutual fund accounts, holding 4,000 domestic and international securities worth in excess of $1 trillion. Prior to joining Fidelity, McCormick was a staff attorney at Keenan, Powers & Andrews and Prudential Securities Incorporated, both in New York City. McCormick is an attorney who earned his law degree from Quinnipiac University School of Law after graduating with honors from Providence College. He serves on the International Corporate Governance Network’s Cross-Border Voting Practices and Securities Lending committees.
Mike Melbinger is the lead partner and global head of Winston & Strawn's employee benefits and executive compensation practice group. Mr. Melbinger works out of the firm's Chicago office and practices exclusively in the area of executive compensation and employee retirement benefit issues for corporations, boards of directors, partnerships, executives, and fiduciaries. Mr. Melbinger has worked extensively on designing and implementing stock and non-stock based executive compensation and benefit programs for public and private companies (including start-up ventures). He has designed and drafted employment contracts, severance agreements, parachute agreements, and a variety of executive compensation arrangements. He advises boards of directors, compensation committees, and senior executives and legal departments in these matters. Mr. Melbinger also has extensive experience with the design, operation, and auditing of employers' ESOP, pension, and 401(k) plans. He has extensive experience advising fiduciaries in the proper discharge of their duties and establishing structures and strategies to protect fiduciaries and plan sponsors from liability for investment and other benefit plan decisions. Mr. Melbinger also handles the compensation and benefits aspects of change-in-control, corporate lending, initial public offering, and bankruptcy transactions and certain compensation and benefit plan litigation matters. He maintains "Melbinger's Compensation Blog" on CompensationStandards.com. 
Barbara MirzaPartner Cooley LLP Barbara Mirza is a Partner in the Compensation & Benefits practice group and is a member of the Firm's Business department. She joined the Firm in 2015 and is resident in the Los Angeles office. Ms. Mirza has over sixteen years of experience as an executive compensation and benefits specialist. She has worked with clients ranging from startups to multinationals across multiple industries, and has extensive experience advising both public and private companies.
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.
Broc Romanek is Editor of TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com. He also serves as Editor for these print newsletters: Deal Lawyers; Compensation Standards and the Corporate Governance Advisor. He is Commissioner of TheCorporateCounsel.net's "Blue Justice League." Broc is a three-time past Chair of the Mid-Atlantic Chapter of the Society of Corporate Secretaries & Governance Professionals (and currently is Chair of that chapter) and has served on that Chapter's board for over 12 years. He is a former member of the Society's National Board of Directors (having served two terms). He also is a Past Chair of the Association of Corporate Counsel's Corporate & Securities Law Committee and formerly was on the Advisory Council for the SEC Historical Society. He has taught a class in corporate governance for the George Mason University Executive MBA program and a Securities Regulation course at George Mason Law School. Before his time at TheCorporateCounsel.net, Mr. Romanek was Founder and Editor of RealCorporateLawyer.com. In addition, he has served as Assistant General Counsel at a Fortune 50 company, was in the Office of Chief Counsel of the SEC's Division of Corporation Finance, acted as Counselor to former SEC Commissioner Unger and was in private practice. He frequently writes and speaks about corporate and securities law and has been blogging for over 10 years on TheCorporateCounsel.net (and maintains four other blogs as well). He has a BBA from the University of Michigan and a JD from the University of Maryland.
Anne Sheehan is the Director of Corporate Governance for the California State Teachers' Retirement System (CalSTRS), the second largest public pension fund in the USA, where she is responsible for overseeing all corporate governance activities for the fund including proxy voting, company engagements and managing $3billion placed with activists managers. Prior to that, she served as Chief Deputy Director for Policy at the California Department of Finance. Ms Sheehan also serves as a board member of the Council of Institutional Investors and the NASDAQ Listing Council. Ms. Sheehan was named one of the 100 most influential people on corporate governance by Directorship magazine in 2008, 2009 and 2010.
Scott Spector's practice emphasizes the compensation issues that arise in connection with mergers and acquisitions, initial public offerings and corporate governance matters. He also specializes in serving high technology and software clients in designing and implementing executive compensation, equity compensation and other executive compensation arrangements. He is an expert on Section 409A and 162(m) matters. Mr. Spector represents numerous chief executive officers of technology in contract negotiation. He is the former Chair of the Subcommittee on Executive Compensation of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association and the Subcommittee on the Federal Securities Regulation of the Committee on Employee Benefits of the Tax Section of the American Bar Association. Mr. Spector co-chairs the ALI/ABA annual Executive Compensation program. He is a frequent speaker at the Stanford Law School Directors' College, NASPP national conferences and often at national compensation, governance, and securities law programs. Mr. Spector has also written extensively on executive compensation, corporate governance and stock compensation matters. He was named to The Best Lawyers in America 2012 in the area of Employee Benefits Law and recognized by Chambers USA as one of the top Employee Benefits and Executive Compensation lawyers in California. Liz Stoudt is a Director at Aon Hewitt with more than twelve years of benefits and compensation consulting experience. As Director of Operations for RVS, Liz is responsible for overseeing all project workflow for the consulting team. Liz consults on a variety of employee benefits and compensation issues including valuation and accounting for Employee Stock Option plans, Employee Stock Purchase Plans, and performance equity under Topic 718. Liz has also worked extensively in the valuation and accounting for equity programs in mergers, acquisitions, and divestitures under Topic 805. Liz has been a speaker at various conferences and seminars, including national and local NASPP meetings, the CEP Symposium, GEO's International and NECF conferences, and E-Trade's Directions. Liz has attained the Associate of the Society of Actuaries (ASA) and the Certified Equity Professional (CEP) designations. Liz currently serves on the CEP Curriculum Committee, has volunteered on numerous test development activities for the CEPI, and has been recognized with numerous Volunteer Excellence awards. Prior to joining Radford, Liz was employed as an actuarial analyst at Mercer Human Resource Consulting where she consulted on employee retirement benefit plans. Liz graduated from the Pennsylvania State University where she obtained a Bachelor of Science degree in Actuarial Science. Amy Wood is a partner in the Compensation & Benefits practice group and a member of the Cooley Business department. She joined the Firm in 2003 and is resident in the San Diego office. Ms. Wood specializes in the areas of executive compensation, equity compensation and employee benefits. Her experience includes designing and implementing equity incentive plans and employment, severance and other compensation-related arrangements, as well as advising clients on any tax, accounting, securities, or other federal and state law issues with respect to such plans and arrangements. Her experience also includes assisting with the parachute payment analysis and other compensation and benefits issues arising in mergers and acquisitions as well as designing and implementing stock option exchange programs. Ms. Wood also assists public companies with their compensation-related disclosure in SEC filings and advises on the shareholder relations issues that arise in connection with compensation matters. She counsels public companies on a wide range of corporate governance issue and she has extensive experience counseling public companies on the proxy voting guidelines of specific institutional investors and the vote recommendation policies of proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis. In 2003, Ms. Wood received a JD, cum laude, from the University of San Diego School of Law, where she served as Editor-in-Chief of the San Diego Law Review. In 2000, she received a BA, cum laude, from the University of California, Los Angeles. |
Mark Borges
Jared Brandman
Aaron Briggs
Carol Bowie 
Brian Breheny
Ning Chiu
Meredith Cross
Wendy Davis
Howard Dicker
Marty Dunn
Alan Dye
Michelle Edkins
Nina Eisenman
Keir Gumbs
Keith Higgins
Stacy Ingram 
Beth Ising 
Mike Kesner
Bob Lamm
Kyoko Takahashi Lin
Dave Lynn
Bob McCormick
Mike Melbinger
Ron Mueller
Broc Romanek
Anne Sheehan
Scott Spector
Liz Stoudt
Amy Wood