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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.
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.
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.
Steven Clifford served as CEO for King Broadcasting Company and National Mobile Television. His previous jobs included Chief Financial Officer for King Broadcasting Company and Vice President for Bankers Trust Company. As Special Deputy Comptroller for the City of New York from 1974 to 1977, Clifford played a key role in helping the city avoid bankruptcy. He has been a director of thirteen public and private companies. He and his wife of 46 years, Judith have lived in Seattle since 1978. They have two daughters Lee Clifford, former assistant managing editor of Fortune and co-founder of Altruette and Stephanie Clifford, former New York Times reporter and author of "Everybody Rise," a New York Times bestseller.
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.
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.
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.
Tom Elliott is an Assistant Vice President at Capital Research & Management Company, where he is a senior member of the Governance and Proxy Team for the American Funds. His responsibilities include engagement with senior leadership of portfolio companies, integration of corporate governance developments into internal proxy voting guidelines, coordination with investment analysts to develop informed proxy voting opinions for the companies they follow, and development of internal infrastructure to support the proxy voting process. He recently was elected to the Council of Institutional Investors Governance Advisory Council, and is a member of the Shareholder Rights Committee of the International Corporate Governance Network.
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.
Keir Gumbs is Associate General Counsel, Corporate Transactions & Deputy Corporate Secretary of Uber. Before that he was 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 Higgins is a member of Ropes & Gray's corporate department and chair of the securities & governance practice. Keith rejoined the firm in 2017, after having served as Director of Corporation Finance at the U. S. Securities & Exchange Commission since 2013. While in that role, Keith led the Division's implementation of significant rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Jumpstart Our Business Startups Act (JOBS Act), and Fixing America's Surface Transportation Act (FAST Act). He also led the Division's Disclosure Effectiveness project and oversaw the issuance of significant interpretive guidance to companies and investors under the federal securities laws. Prior to serving at the SEC, Keith had for more than 30 years been counseling public companies in securities offerings, mergers and acquisitions, compliance and corporate governance. Keith advises companies, their boards, and investors on matters with the SEC, including disclosure and financial statements, no-action letters, as well as SEC enforcement actions and related internal investigations. Keith was recognized by Chambers, Best Lawyers, and other publications as a leading corporate and M&A lawyer in Massachusetts and nationwide.
Angela Hilt is Vice President - Corporate Secretary & Associate General Counsel of The Clorox Company. Angela leads the legal teams responsible for corporate governance, securities law, corporate finance and treasury, global litigation, labor and employment, antitrust, global sourcing and real estate. As Corporate Secretary, she works closely with Clorox's Board of Directors on governance matters. She serves as division counsel for the $2.5 billion Specialty Division of Clorox, which includes the Hidden Valley Ranch, Kingsford Charcoal, Glad, Brita, Burt's Bees, FreshStep and ScoopAway businesses. She also serves on the Clorox legal leadership team which provides strategy, financial management and oversight of the legal department. Prior to Clorox, Angela practiced corporate and securities law at Morgan, Lewis & Bockius LLP and Brobeck, Phleger & Harrison LLP. She holds a bachelor's degree in Economics from Stanford University and a J.D. from the University of Michigan Law School. Angela is the past President of the Society of Corporate Secretaries and Governance Professionals (Northern California Chapter) and serves on the Board of Directors of the American Bach Soloists, an orchestra dedicated to the historically-informed performance of Baroque and Classical music.
Beth Ising is a partner in Gibson Dunn's Washington, D.C. office and Co-Chair of the firm's Securities Regulation and Corporate Governance practice group. She also is a member of the firm's Hostile M&A and Shareholder Activism team and 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, board processes and evaluations, shareholder proposals, proxy disclosures on governance and compensation matters, 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 recommended by Chambers USA for Securities Regulation/Advisory in 2017. She also was named in 2016 and 2017 to Who's Who Legal: M&A and Governance, which was based on independent client and peer surveys by Who's Who Legal. In addition, BTI Consulting named Ms. Ising to its 2016 BTI Client Service All-Stars list. She is a member of the Advisory Board of Northwestern University’s Securities Regulation Institute and previously was named a "Rising Star of Corporate Governance" by Yale School of Management's Center for Corporate Governance and Performance. Ms. Ising previously was Vice Chair of the Proxy Statements and Business Combinations Subcommittee of the Federal Regulation of Securities Committee of the ABA and is a member of the Society for Corporate Governance. She previously served as Chair of the Corporate Finance Committee; Corporation, Finance and Securities Law Section of the District of Columbia Bar as well as a member of the National Advisory Board and co-chair of the Washington, DC chapter of the Women in Law Empowerment Forum. Ms. Ising graduated with high honors from the University of North Carolina at Chapel Hill School of Law. She also chairs Gibson Dunn's Washington, D.C. Diversity Committee.
John Jenkins is Editor of TheCorporateCounsel.net, CompensationStandards.com, DealLawyers.com and the Deal Lawyers print newsletter. He also is a partner in the Cleveland office of Calfee, Halter & Griswold LLP, where he advises clients on capital markets, mergers and acquisitions, and corporate matters. John's experience includes representing issuers and underwriters of debt and equity securities in more than 100 underwritten public and Rule 144A offerings; negotiation of mergers, stock and asset acquisitions and divestitures involving private and public companies; counseling directors on fiduciary obligations in connection with proposed change of control transactions and disclosure obligations under the federal securities laws; and counseling investment bankers in connection with mergers and acquisitions, fairness opinions, financings and other engagements. He has also represented targets of SEC, SRO and stock exchange investigations and enforcement proceedings, and has served as counsel to corporations and board committees conducting internal investigations involving allegations of misconduct. He has taught mergers and acquisitions law at Cleveland-Marshall College of Law, and has been a guest lecturer at The Weatherhead School of Management, Case Western Reserve University. John also has served as chair of the Securities Law Section of the Cleveland Bar Association, and as a member of the Catholic Diocese of Cleveland Budget Committee and the Canisius College Board of Regents. He is also on the Board of Directors of the Western Reserve Historical Society. John has been recognized as one of The Best Lawyers in America for Corporate law, as well as one of America's Leading Lawyers by Chambers USA. He is a frequent author and speaker on securities and corporate law topics. His articles have appeared in publications such as Deal Lawyers, The Business Lawyer, Business Law Today, and The Corporate Governance Advisor. He has a BA from Canisius College and a JD from The University of Virginia.
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.
Mr. Kokell is a Vice President 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 is an Of Counsel 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 Partner of Morrison & Foerster. 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.
Aeisha Mastagni is an Investment Officer III within the Corporate Governance Unit of the California State Teachers' Retirement System (CalSTRS), the nation's largest teacher retirement fund. Aeisha is responsible for working with a dedicated governance team to further CalSTRS' mission to secure the financial future and sustain the trust ofCalifornia's educators. Aeisha's main areas of focus are the corporate engagement program, executive compensation, and selecting and monitoring managers in the activist manager portfolio. Aeisha is part of the team that actively engages public corporations to add-value and mitigate risk by striving to institute the best governance practices at companies within the CalSTRS portfolio. Aeisha is often asked to speak at conferences to communicate CalSTRS position as an institutional investor on a variety of topics, including executive compensation, audit and accounting issues, and engagement with portfolio companies. In addition, Aeisha communicates with regulatory authorities and lawmakers, including the Securities and Exchange Commission and the Public Company Accounting Oversight Board, on rule-making or legislation that make affect CalSTRS as an investor. Before joining CalSTRS, Aeisha worked in the Corporate Governance Unit of the California Public Employees Retirement System (CalPERS) for six years overseeing the proxy voting program and the corporate governance manager portfolio. Prior to CalPERS, she worked in the Operations Department of Salomon Smith Barney before moving to Morgan Stanley as a Financial Advisor and Assistant Operations Manager. Aeisha has a Bachelor of Science degree in Economics from the California State University, Sacramento, and has successfully completed level I of the CFA Program. In 2012, Aeisha joined the Board of Directors at the Golden 1 Credit Union, the seventh largest credit union in the U.S. with more than $7 billion in assets and over 6000,000 members. Most recently, Aeisha was named one of the "40 Under 40, Freshest Talent at the World's Largest Asset Owners" by aiCIO Magazine. Aeisha currently resides in Sacramento, California with her husband and daughter.
Jung-Kyu McCann is Associate General Counsel, Corporate and Finance at Broadcom Inc. Jung works with the finance, treasury, tax and environmental groups on matters including corporate governance, securities law and financings. She was recently honored with the Rising Star award at the Corporate Secretary's Corporate Governance Awards in November 2017. Prior to Broadcom, Jung spent four years as Principal Corporate and Governance Counsel at Apple, focusing on corporate governance and shareholder engagement, capital markets matters, including Apple's inaugural Green Bond offering, and other general corporate and securities matters. Prior to Apple, Jung spent more than 15 years practicing corporate and securities law at Shearman & Sterling in New York and Palo Alto. She received a bachelor's degree from Cornell University and graduated cum laude from Fordham University School of Law.
Bob joined CamberView Partners as a Partner in February 2017. 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.
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.
Yumi Narita is a Vice President on BlackRock's Investment Stewardship team. BlackRock's stewardship program is focused on protecting and enhancing the economic value of the companies in which it invests on behalf of clients. Ms. Narita is responsible for engaging with companies, collaborating with portfolio managers to assess the financial impacts of ESG, consulting with policy-makers and regulators, developing stewardship policies and supporting BlackRock's global proxy voting operations. Ms. Narita follows companies throughout North America and South America; in the United States and Canada, her governance focus is on companies operating in the food, restaurant, retail, automotive, airline and media industries. She is also active in BlackRock's ESG integration efforts. Her service with the firm dates back to 2004, including her years with Barclays Global Investors (BGI), which merged with BlackRock in 2009. Ms. Narita has presented on behalf of BlackRock on various ESG issues, including shareholder engagement and executive compensation for audiences including boards of directors, senior corporate executives and their advisors. Ms. Narita is part of the Investment Company Institute (ICI), PRI's Sustainable Stock Exchanges Initiative (SSE), Investor Stewardship Group (ISG), and Associação de Investidores no Mercado de Capitais (AMEC).
Shahzia Rahman is Assistant General Counsel and Director of the Corporate Legal Group at Juniper Networks. She also serves as Assistant Corporate Secretary and supports the company’s Audit and Nominating and Corporate Governance Committees. At Juniper, she focuses on a wide range of corporate matters, including SEC reporting, corporate governance, strategic investments, joint ventures, M&A, product financing, real estate, marketing and investor relations. Prior to joining Juniper in 2015, Ms. Rahman was Counsel at Wilmer Cutler Pickering Hale and Dorr LLP, where she focused her practice on representing public and private companies in a variety of industries, including technology, clean tech, retail, biotechnology and life sciences, both on an ongoing basis and on complex transactions. She received a B.A. with Honors from Brown University and a J.D, cum laude, from Boston University School of Law.
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 the producer of the "Big Legal Minds" podcast series & serves as 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 has served on that Chapter's board for 20 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 14 years on TheCorporateCounsel.net (and maintains five other blogs as well). He has a BBA from the University of Michigan and a JD from the University of Maryland.
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.
David Thomas is a partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. For more than 20 years, Dave has provided legal and practical guidance on compensation and benefits issues to companies of all sizes, including their compensation committees and boards of directors. Dave has been selected as a Northern California Super Lawyer multiple times and he was recognized in the 2015-2017 editions of Chambers USA: America's Leading Lawyers for Business, in which commentators praised his "transactional expertise" and took note of his "encyclopedic knowledge of tax and securities." Dave's philosophy is that each compensation or benefits issue needs to be viewed through a practical multi-faceted lens that takes into account all key constituents, considering the whole picture when giving advice, rather than just answering the question "What legal action is needed to do X?" Dave spends much of his time assisting high-growth companies with compensation and employee benefits issues affecting recruiting and retention, primarily including the design and administration of equity incentive plans and employment agreements. In addition, Dave advises clients on retirement and welfare benefit plan issues, including the data privacy issues present with such plans. Dave has substantial experience with public offerings; having represented issuers in 20 successful initial public offerings—which raised an aggregate of $5.2 billion—since 2011 and underwriters in an additional 15 during the same period. Some of the more notable of these IPOs include representation of the issuers in IPOs for BlackLine, GoDaddy, Box, Square, and Twitter. Dave serves on the Advisory Board for the Certified Equity Professional Institute, the leading organization for the certification of stock plan professionals. He is regularly asked to speak and publish by leading professional groups, including the National Association of Stock Plan Professionals, the Global Equity Organization, and the Certified Equity Professional Institute. 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
Brian Breheny
Ning Chiu
Steven Clifford
Meredith Cross
Howard Dicker
Marty Dunn
Alan Dye
Tom Elliott
Renata Ferrari
Keir Gumbs
Keith Higgins
Angela Hilt
Beth Ising 
John Jenkins
Mike Kesner
David Kokell
Bob Lamm
Kyoko Takahashi Lin
Dave Lynn
Aeisha Mastagni
Jung-Kyu McCann
Bob McCormick
Mike Melbinger
Ron Mueller
Yumi Narita
Shahzia Rahman
Broc Romanek
Scott Spector
David Thomas
Amy Wood