2023 Proxy Disclosure & 20th Annual Executive Compensation Conferences

Ryan Adams

Counsel, Skadden, Arps, Slate, Meagher & Flom LLP

Ryan Adams is part of the firm’s SEC Reporting and Compliance Group and focuses his practice on securities regulation, corporate transactions, mergers and acquisitions, and corporate governance.

Prior to joining Skadden, Mr. Adams was an attorney in the U.S. Securities and Exchange Commission’s Division of Corporation Finance. He most recently served in the division’s Office of Chief Counsel, where he gained extensive experience in a variety of issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934. In this role, Mr. Adams regularly provided interpretative advice and guidance regarding the federal securities laws to registrants, outside counsel and staff attorneys at the SEC. Mr. Adams also served as a member of the Rule 14a-8 Shareholder Proposal Taskforce in the Office of Chief Counsel for three consecutive proxy seasons, where he most recently acted as a co-manager. Prior to his work in the Office of Chief Counsel, Mr. Adams was in the division’s Office of Transportation and Leisure, where he worked on transactional and securities compliance matters relating to the Securities Act of 1933 and the Securities Exchange Act of 1934, including IPO and business combination registration statements, proxy and information statements, periodic and current reports, and confidential treatment requests.

While in law school, Mr. Adams spent a semester as an intern in the St. John’s Securities Arbitration Clinic, where he represented underserved investors in securities arbitration claims before the Financial Industry Regulatory Authority. He also spent a summer as an intern for the United States Attorney’s Office for the Eastern District of New York, and a semester as an intern for a United States District Court Judge for the Eastern District of New York.

Michele M. Anderson – New!

Partner, Latham & Watkins LLP

Michele M. Anderson advises clients and Latham lawyers facing complex issues arising under the US securities laws.

Prior to joining Latham, she served for 24 years in the US Securities and Exchange Commission’s Division of Corporation Finance. She held a number of senior positions in the Division, including most recently serving as Associate Director and Acting Deputy Director. For nearly 15 years she led and then oversaw the Division’s Office of Mergers and Acquisitions. Ms. Anderson leverages her extensive knowledge and SEC experience to help the firm’s lawyers and clients navigate the disclosure requirements and other SEC rules that affect domestic and cross-border M&A and capital markets transactions. She also advises public company clients confronting shareholder activism and corporate governance issues.

As Associate Director at the SEC, Ms. Anderson oversaw the Division’s legal and policy program and the work of the Office of Mergers and Acquisitions, the Office of International Corporate Finance, and the Office of Structured Finance. She directed rulemaking initiatives and no-action, interpretive, and exemptive positions on:

• Domestic and cross-border M&A transactions
• Federal proxy rules
• Registration, disclosure, and reporting requirements that apply to foreign issuers and issuers of asset-backed securities

As Chief of the Office of Mergers and Acquisitions, Ms. Anderson managed the SEC’s regulation of M&A transactions and the application and interpretation of SEC rules relating to:

• Tender offers
• Mergers
• Going-private transactions
• Debt restructurings
• Beneficial ownership reporting
• Contested and other non-routine proxy solicitations

She also has extensive experience with the full range of SEC reporting and disclosure obligations as a result of her broad oversight responsibility for the SEC’s disclosure review program for public companies.

Ms. Anderson is a frequent speaker on federal securities law developments, public company M&A, activism, and shareholder voting, and has served as an adjunct professor at Georgetown University Law Center, where she taught the course “Takeovers, Mergers and Acquisitions.”

Sonia Barros

Partner, Sidley Austin

Sonia Barros is a partner in the firm’s Capital Markets group and chairs the group’s Public Company Advisory subgroup focused on advising clients in corporate disclosures and governance matters. Formerly the Chief Corporate Governance Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), Sonia was the Division’s senior advisor on corporate governance policy and disclosures. Prior to that, Sonia served as the Assistant Director in the SEC’s Office of Real Estate and Commodities, where she had oversight authority for thousands of transactions and reviews of corporate disclosures, including financial statements, under the Securities Act of 1933 and the Securities Exchange Act of 1934. Sonia brings extensive experience in advising public companies on SEC disclosures and compliance, corporate governance and capital markets transactions. Her experience includes a number of leadership roles at the SEC over 17 years and nearly a decade in the private sector.

Sonia’s other roles during her tenure with the SEC included Legal Office Chief of the Division’s Office of Risk and Strategy (originally the Disclosure Standards Office), where Sonia was part of the leadership team that built the office from the ground up and completed evaluations and assessments of the Division’s filing review outcomes. Sonia also served as Special Counsel, Attorney-Advisor for the Office of Health Care and Insurance, and in the Office of Chief Counsel’s Shareholder Proposal Task Force.

Sonia’s private sector experience prior to the SEC included practicing at two global law firms where Sonia managed securities filings and corporate transactions and advised Fortune 500 and middle market public companies on corporate disclosures and governance issues. Prior to law school, Sonia practiced as a CPA in the audit practice at one of the Big Four accounting firms.

Ran Ben-Tzur – New!

Partner, Fenwick

Ran provides strategic counseling on a wide range of corporate matters to high-growth private and public technology companies, primarily in the software, social networking, fintech, crypto, internet and mobility spaces. He has extensive experience representing clients on initial public offerings and other equity and debt offerings, as well as SEC compliance and corporate governance. Ran’s issuer-side listings include Coinbase (the first Nasdaq direct listing), Alteryx, Compass, Facebook, Fitbit, GitLab, Nextdoor, Peloton, SentinelOne, Upwork, UserTesting and Zuora. His underwriter-side initial public offerings include AppLovin, Cloudflare, EngageSmart, Impinj, Jive, New Relic, Nutanix, Rocket Fuel and Veeva Systems. Ran also counsels public companies such as Archer Aviation, Fortinet, Pardes Biosciences and Shockwave as well as emerging companies on day-to-day corporate matters and advises on strategic financing transactions.

Ran was recognized in 2022 as “Dealmaker of the Year” by The American Lawyer for his representation of Coinbase in its pioneering direct listing on Nasdaq. Law360 has also named Ran a 2021 Capital Markets MVP for his excellence in securities law, in its annual Law360 MVP list and among the top attorneys in the United States under the age of 40.

Prior to joining Fenwick, Ran was enrolled in the Business Law and Policy Program at UCLA School of Law and received his J.D. While attending law school, he served on the executive board of the UCLA Journal of Law and Technology. Ran also interned in the Los Angeles regional office of the United States Securities and Exchange Commission.

Prior to attending law school, Ran worked as an auditor at a national accounting firm.

Mark Borges

Principal, Compensia

Editor, CompensationStandards.com

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 & Freidenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987. From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules, first published in June 2008 by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976. He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981. He is a member of the American Bar Association.

Brian Breheny

Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Brian V. Breheny is a partner and leads the SEC Reporting and Compliance practice for Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates in Washington, DC. He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations, and the federal proxy rules.

Mr. Breheny is a member of Skadden’s Policy Committee, which is the firm’s highest governing body, and also serves as co-chair of Skadden’s global Diversity Committee.

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as Chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became Deputy Director, Legal and Regulatory Policy.

In his position as Chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As Deputy Director, he was a member of the senior staff of the commission with responsibility for the division’s legal and regulatory policy support offices (chief counsel, chief accountant, mergers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison).

Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganizations. Mr. Breheny began his career as a Certified Public Accountant with KPMG LLP.

Mr. Breheny has served as a member of the board of directors of the Society for Corporate Governance, currently serves as chair of the Society’s diversity taskforce and has repeatedly been recognized by the National Association of Corporate Directors as part of its Directorship 100, a list of the most influential people in and around the boardroom. He has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules, and shareholder voting. Mr. Breheny also has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law.

Lillian Brown – New!

Partner, WilmerHale

Lillian Brown is a partner in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr and co-chair of the Corporate Governance and Disclosure Group in the firm’s Corporate Practice Group. Lily advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, ESG matters, shareholder proposals, proxy and annual meeting matters, and shareholder activism and engagement. Before joining WilmerHale in 2013, Lily spent nearly 14 years at the U.S. Securities and Exchange Commission (SEC) in the Division of Corporation Finance. In her time at the SEC, among other roles, Lily served as Senior Special Counsel to the Director of the Division of Corporation Finance and Special Counsel in the Office of Mergers and Acquisitions.

Lily serves as Vice-Chair of the American Bar Association’s Federal Regulation of Securities Committee and previously served as Chair of the Committee’s Subcommittee on Proxy Statements and Business Combinations. Lily co-chairs PLI’s Corporate Governance Master Class and PLI’s Directors’ Institute on Corporate Governance. She is also an Advisory Board member for the Securities Regulation Institute and a Fellow in the American College of Governance Counsel.

Anne Chapman – New!

Managing Director, Joele Frank, Wilkinson Brimmer Katcher

Ning Chiu

Partner, Davis Polk & Wardwell

Ning Chiu is a Partner in the Capital Markets Group at Davis Polk & Wardwell, where she counsels companies and their boards of directors on corporate governance, securities regulation and emerging trends. For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, proxy advisory services and ESG matters.

She counsels clients on emerging trends and developments and responding to evolving best practices. Ning is a frequent speaker and author on governance issues and is active in the corporate governance community. Her clients include AIG, Charles River Laboratories, Comcast, ExxonMobil, FedEx, Marsh McLennan, Mastercard, McDonald’s, McKesson, S&P Global and Stanley Black & Decker.

Meredith Cross

Partner, WilmerHale

Meredith Cross is a partner in the Transactional and Securities Departments and a member of the Corporate Practice at WilmerHale. Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the US Securities and Exchange Commission since 2009. Representing clients in corporate and securities matters, she has experience with the full range of issues faced by public and private companies in capital raising and public reporting.

Ms. Cross’s practice is primarily focused on advising public companies and underwriters on corporate finance securities law matters, including disclosure and other requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the requirements under the Sarbanes-Oxley Act and the Dodd- Frank Wall Street Reform and Consumer Protection Act. She serves as issuer’s counsel and underwriters’ counsel in public and private offerings of debt and equity securities.

While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division’s efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission, including those relating to say-on-pay, conflict minerals, proxy access, compensation committees and compensation advisers, asset-backed securities, and the new regulatory regime for derivatives. Ms. Cross also guided the Division’s pragmatic response to numerous issues relating to the IPO “on-ramp” provisions of the JOBS Act. During her tenure, Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.

Before first joining WilmerHale in 1998, Ms. Cross served as Deputy Director of the SEC’s Division of Corporation Finance. During her prior SEC tenure, she was involved with a number of corporate finance rulemakings, including changes to shelf registration, electronic delivery of prospectuses and other information to investors, the plain English initiatives, limited partnership roll-up rules, and small issue exemptions from registration and reporting. Before becoming Deputy Director, Ms. Cross served as Associate Director of the Division’s sections on International Corporate Finance and Small Business. In the international area, she played a key role in the ongoing development of international disclosure and accounting standards for use in cross-border offerings. Ms. Cross also previously served as the Division’s Chief Counsel. As Chief Counsel, she was responsible for no-action letters and legal interpretations in the Division on a wide range of matters, including Rule 144, Section 16, registration of employee benefit plans and exemptions from registration and reporting.

Bindu Culas

Managing Director, FW Cook

Bindu Culas has over 15 years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring equity incentive programs, employment agreement, and severance and change-of control plans. Bindu has worked with both domestic and foreign publicly traded and privately held companies as well as pre-IPO companies.

Before joining FW Cook, Bindu was a partner and the Head of Executive Compensation at Linklaters LLP, an international law firm. Prior to that she was an attorney in the corporate and executive compensation departments at Sullivan & Cromwell LLP. Bindu writes and speaks frequently at regional and national ABA, NASPP and PLI events.

Howard Dicker

Partner, Weil Gotshal & Manges

Howard Dicker is a partner in the New York office of Weil, Gotshal & Manges LLP and is Head of the Firm’s Public Company Advisory Group. Howard 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, IPOs and securities offerings, SPACs, private equity investments, and restructurings.

Howard 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 a 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 a former Chair of the Securities Regulation Committee of the Business Law Section of the New York State Bar Association. Howard is a member of the Advisory Committee to the NY Chapter of the Society for Corporate Governance. He is a frequent contributor to Weil’s Governance & Securities Watch.

Prior to joining Weil, Howard 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 Securities: Regulation: Advisory by Chambers USA, where clients note he is “extremely knowledgeable.” He 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.” Howard is also recommended for Securities & Corporate Finance by Super Lawyers.

Education: Howard received his J.D., with honors, from The George Washington University School of Law, his M.S. in accounting from the State University of New York at Albany, and his B.S. in finance and accounting from the Wharton School of the University of Pennsylvania.

Sean Donahue – New!

Partner, Goodwin Procter

Sean Donahue is a partner in Goodwin’s Capital Markets practice and Shareholder Activism & Takeover Defense practice, chair of the firm’s Public Company Advisory practice, and co-chair of the firm’s ESG & Impact practice. Drawing on his previous experience as an attorney in the SEC’s Division of Corporation Finance, he counsels public companies and their Boards of Directors on securities regulation, shareholder activism defense, capital markets transactions, mergers and acquisitions, and corporate governance matters.

Sean is chair of Goodwin’s Public Company Advisory practice, which serves as the firm’s SEC National Office for securities regulatory matters, SEC reporting and compliance, corporate governance issues, and capital markets transactions. He also spends a significant amount of his time counseling public companies and their Boards of Directors on shareholder activism and takeover defense matters. Sean has been involved in hundreds of activism and takeover defense situations, including numerous high-profile proxy contests. He has been recognized by the Legal 500 in the area of “Shareholder Activism: Advice to Boards”.

Prior to joining Goodwin, Sean was most recently a partner at Morgan Lewis & Bockius. Previous to his time at Morgan Lewis, Sean served as an attorney-adviser with the SEC in the Division of Corporation Finance. While at the SEC, he worked on a number of transactional and securities compliance matters.

Liz Dunshee

Senior Editor, TheCorporateCounsel.net, CompensationStandards.com, DealLawyers.com, The Corporate Counsel Newsletter, The Corporate Executive newsletter, PracticalESG.com

Liz Dunshee is Senior Editor of TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com, as well as The Corporate Counsel, The Corporate Executive and Deal Lawyers print newsletters. Prior to joining TheCorporateCounsel.net, Liz was a Partner at Fredrikson & Byron in Minneapolis, where she counseled public companies on investor communications and engagement, SEC and exchange-based disclosure requirements, listing standards, trading policies and plans, and employee compliance training.

Drawing on her background as a law firm partner who was in the trenches with clients from a wide range of sizes, life-cycle stages & industries, Liz translates the latest developments in securities laws, disclosure practices and corporate governance & executive pay trends into straight talk that advisors can use. Liz deeply values connections with our members. She loves providing resources, events and profile-raising opportunities to advance their performance & careers. As a former leader of firm practice groups, talent development and knowledge management initiatives, Liz spends much of her spare time speculating about efficiency and the future of professional services.

Liz is also a Chapter Officer for the Twin Cities Chapter of the Society for Corporate Governance and co-chaired the American Bar Association’s task force on director misconduct. During law school, she interned for the Honorable Randy Holland of the Delaware Supreme Court. Liz is a frequent author and speaker on securities and corporate law topics, with articles appearing in publications such as Business Law Today, The Corporate Board and The Corporate Governance Advisor.

Mellissa Duru – New!

Special Counsel, Covington

Mellissa Campbell Duru advises clients on U.S. securities regulation, capital markets transactions, and strategic corporate governance planning. She develops advisory guidance for public companies and asset managers on environmental, social, and corporate governance (“ESG”) matters, cybersecurity incident response and preparedness, and public company disclosure and reporting obligations.

Mellissa joined the firm after over 15 years at the U.S. Securities and Exchange Commission (“SEC”) where she served as Counsel to SEC Commissioner Kara Stein and in a range of transactional and policy advisory roles in the Division of Corporation Finance and Division of Examinations.

As Special Counsel in the Division of Corporation Finance’s Office of Mergers & Acquisitions (“OMA”), Mellissa led OMA reviews of shareholder activist campaigns, registered business combination transactions, proxy contests, and negotiated and hostile domestic and cross-border tender offers. Her work in OMA also involved advice on beneficial ownership reporting obligations by stakeholders, rulemaking petitions, no-action and exemptive relief requests, going private transactions, and proxy and consent solicitations.

As Counsel to SEC Commissioner Kara Stein, Mellissa was the lead advisor on ESG U.S. and international framework developments, including sustainable finance reporting and investment matters, cybersecurity, data privacy and governance issues, initial token offerings, distributed ledger and financial technology developments, capital formation and exempt offering rulemakings, and SEC advisory committee matters. She also advised Commissioner Stein on implementation of the disclosure mandates of the Dodd-Frank Wall Street Reform and Consumer Protection Act, implementation of the Jumpstart Our Business Startups Act, and implementation of the Fixing America’s Surface Transportation Act.

Most recently, in the Division of Examinations’ Technology Controls Program, Mellissa served as a cybersecurity legal policy advisor to the SEC Chairman’s office and the Office of International Affairs on U.S. and international financial sector cybersecurity incidents, incident response, preparedness and coordination, and data privacy laws applicable to SEC-registered entities and financial market infrastructure firms.

Alan Dye

Partner, Hogan Lovells

Senior Editor, Section16.net

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 website 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.

Nicole Edmonds – New!

Partner, Troutman Pepper

A recognized authority on federal securities laws and corporate governance, Nicole is a trusted advisor who represents U.S. and foreign companies in connection with U.S. capital markets transactions, periodic reporting with the U.S. Securities and Exchange Commission, national securities exchange listings and compliance, corporate governance, annual and special meetings of shareholders, executive compensation disclosures, and beneficial ownership reporting.

Her experience as a corporate secretary enables her to regularly provide counsel to C-suite executives and directors on corporate governance requirements and best practices, fiduciary duties, and SEC reporting and compliance. She has served as issuer’s and underwriters’ counsel in numerous public offerings under the Securities Act, including offerings of common stock as well as senior notes and medium-term note programs. Nicole often represents foreign private issuers with respect to U.S. stock exchange listings, SEC reporting, and corporate governance obligations. She also brings extensive experience in matters under the Delaware General Corporation Law, Virginia Stock Corporation Act, and the D.C. Business Corporation Act.

Renata Ferrari

Partner, Ropes & Gray

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.

Brad Goldberg – New!

Partner, Cooley

Brad has extensive experience advising companies on all aspects of their compliance with US securities laws and the listing requirements of the major US exchanges, particularly in connection with and following their initial public offerings, as well as other significant strategic transactions. He regularly counsels management, boards of directors and board committees on a wide range of matters, including SEC and stock exchange reporting and disclosure requirements, board and executive compensation, corporate governance, shareholder proposals, the impact of proxy advisory
services, and responses to formal and informal SEC inquiries. His practice also involves advising companies on a range of matters relating to corporate aircraft and private plane use.

Brad received his BS in economics from the Wharton School of the University of Pennsylvania in 1997. In 2001, he received his JD from the University of Southern California Law School, where he was a member of the Southern California Law Review. Brad is admitted to practice in New York.

Bruce Goldfarb

President and Chief Executive Officer, Okapi Partners

Bruce Goldfarb is Founder, President and Chief Executive Officer of Okapi Partners. He works closely with a wide range of clients including corporations, mutual funds, activist investors and shareholder groups as well as private equity sponsors and hedge funds, in solicitation and investor response campaigns. He focuses on proxy solicitation strategy, execution for mergers and acquisitions, proxy fights and other extraordinary transactions.

Prior to establishing Okapi Partners, Bruce was the Senior Managing Director and General Counsel of Georgeson Inc. (now a subsidiary of Computershare Limited), where he headed the Global M&A Advisory Group.

Before entering the proxy solicitation business, Bruce was a Senior Vice President of the investment management firm, Scudder, Stevens & Clark, now a part of Deutsche Bank’s Asset Management unit. He joined Scudder as a member of the Legal Department where he concentrated on transactions, including those involving mergers and acquisitions, international matters, alternative investment vehicles, off-shore funds and closed-end funds. Bruce also served as an executive officer of various closed-end funds advised by Scudder. He was the Chairman of Scudder’s Proxy Review Committee and served as the point person for the Scudder Funds proxy solicitation effort relating to the acquisition of Scudder by Zurich Financial Services Group.

Bruce began his career as an attorney at Cravath, Swaine & Moore, where he worked for more than six years, specializing in corporate law, mergers and acquisitions, securities transactions and international matters.

Bruce holds a J.D. from the Columbia University School of Law. He also earned a B.A. in the History of Art from the University of Pennsylvania concurrently with a B.S. Economics with a concentration in Finance, from the Wharton School.

Pamela Greene

North America Practice Leader, Governance Consulting & ESG Advisory Solutions Practice; Human Capital Solutions, Aon

Pamela Greene is a Partner and the North America Practice Leader of the Governance Consulting & ESG Advisory Solutions Practice in Aon’s Human Capital Solutions division supporting Aon clients globally. Pam has over 30 years of experience providing corporate governance and securities law advice as well as legal and tax advice in executive and equity compensation matters. Pam provides corporate governance, equity compensation and executive compensation consulting to companies, boards and their committees on a wide range of matters and assists clients in understanding and assessing their potential exposure under the multitude of corporate governance and executive compensation policies and guidelines established by regulators, proxy advisory firms and institutional shareholders.

As a governance (ESG) subject matter expert, she and her team provide guidance on current regulatory changes and advice on investor and proxy advisory firm policy application in order to help companies strategize and prioritize material ESG risks.

Pam began her career as a corporate and securities attorney representing private and public companies and investors in securities and executive compensation matters, financing transactions, and general corporate matters. For 10 years before joining Aon, Ms. Greene was a partner at an Am Law 100 law firm providing corporate, securities, and executive compensation advice. Before joining that firm more than 25 years ago, Pam was an associate in the business practice group of a premier Boston-based law firm which specialized in venture capital and public offerings.

Pam is a frequent speaker at industry conferences ad client events on corporate governance, equity and executive compensation and securities related matters. She is an Advisory Board Member of the New England Chapter of the Society for Corporate Governance, member of the New England Division of the NACD Program Committee, a member of National Association of Stock Plan Professionals and the Global Equity Organization.

Rachel Hedrick

Vice President, U.S. Executive Compensation Research, ISS

J.T. Ho

Partner, Orrick

Justin “J.T.” Ho advises companies in the areas of corporate governance, securities law compliance, executive compensation and ESG. He has significant experience advising public companies on the proxy advisor, institutional investor, and disclosure issues that arise in connection with corporate governance, executive compensation and ESG matters, and on developing effective governance frameworks focused on long-term value creation.

J.T.’s practice covers a wide range of corporate governance and public company matters. J.T. regularly counsels companies on Board and committee oversight issues and governance-related disclosures, and helps companies to understand and consider the views of proxy advisors and institutional shareholders and other long-term stakeholders in their decision-making.

On the securities front, he focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, and the sale and reporting of securities by insiders. J.T. also advises on compensation committee matters and related disclosures as well as the design of cash and equity incentive plans.

J.T. plays a leading role in Orrick’s ESG practice, helping companies identify and understand the risks and opportunities associated with ESG and incorporating ESG into a company’s overall business strategy and incentive plans.

J.T. serves on the advisory board of The Corporate Counsel and regularly contributes articles related to corporate governance matters and ESG. He was named a Rising Star by Super Lawyers in 2018, 2019, 2020, and 2021. He is also a frequent presenter at NASPP and has contributed many articles to LexisNexis on corporate governance matters.

Reid Hooper – New!

Special Counsel, Cooley

Reid Hooper has extensive experience handling a broad range of corporate and commercial matters with a primary focus in representing public companies, investors and regulated entities with respect to ongoing securities regulatory compliance. His expertise includes preparing SEC filings, Section 16 and beneficial ownership reports, as well as compliance with FINRA, National Stock Exchange, Dodd-Frank, Sarbanes-Oxley, JOBS Act and FAST Act requirements. Boards and investors turn to him with respect to corporate governance developments, regarding matters such as shareholder proposals, proxy access, board and committee independence and internal controls. He also advises companies and investors on a variety of transactional matters, including securities offerings, IPOs, tender offers, mergers and acquisitions and share repurchase programs.

Reid’s experience includes approximately six years as an attorney with the Securities and Exchange Commission in the Division of Corporation Finance, most recently as senior counsel in the Disclosure Standards Office.

While at the SEC, he advised on a wide variety of transactional and securities compliance matters, with a focus on the telecommunications and media industries. His experience at the SEC included reviewing registration statements relating to IPOs, secondary offerings, business combinations, exchange offers, tender offers, going-private transactions, proxy solicitations relating to proxy contests and annual and quarterly reports.

Reid also served both as an examiner and reviewer on the Shareholder Proposal Task Force in the Office of Chief Counsel, where he was responsible for evaluating no-action requests to exclude shareholder proposals under Exchange Act Rule 14a-8.

Sophia Hudson – New!

Partner, Kirkland & Ellis

Sophia Hudson is a corporate partner at Kirkland, where she counsels clients on governance, securities law compliance and a wide variety of capital markets transactions. Her corporate clients include AbbVie, Bristol-Myers Squibb, Eli Lilly, Ferguson, Fox Corporation, Norwegian Cruise Lines, Tupperware and United Airlines; and her private equity clients include Bain Capital, including Bain Capital Life Sciences, Clayton Dubilier & Rice, Hellman & Friedman, Patient Square and TPG. She has represented all of the major investment banks.

Beth Ising

Partner, Gibson Dunn & Crutcher

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

Managing Editor, TheCorporateCounsel.net, CompensationStandards.com, DealLawyers.com, The Corporate Counsel Newsletter, Deal Lawyers Newsletter

John Jenkins is Managing Editor of The Corporate Counsel newsletter, TheCorporateCounsel.net, CompensationStandards.com, DealLawyers.com and the Deal Lawyers newsletter. For over 35 years, he directly advised clients on capital markets, mergers and acquisitions, and corporate matters, in the Cleveland office of Calfee, Halter & Griswold LLP.

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.

Blair Jones

Managing Director, Semler Brossy

Blair Jones has 30 years of executive compensation consulting experience. She has worked extensively across industries and has depth of expertise working with companies in transition. Prior to joining Semler Brossy, Blair was the practice leader in Leadership Performance and Rewards at Sibson and an Associate Consultant at Bain & Company. Blair holds the designations of Certified Benefits Professional (CBP), Certified Compensation Professional (CCP), and Certified Executive Compensation Professional (CECP). Blair has been named to the D100, NACD Directorship Magazine’s annual list of the most influential people in the boardroom community, including directors, corporate governance experts, regulators, and advisors, for ten consecutive years (2013–2022).

Courtney Kamlet – New!

Vice President, Group General Counsel & Corporate Secretary, Vontier Corporation

Ms. Kamlet is Vice President, Group General Counsel and Corporate Secretary at Vontier Corporation. Prior to joining Vontier in November 2019, Ms. Kamlet served as in-house securities and governance counsel, with roles of increasing responsibility, for several mid- to large-cap companies. Ms. Kamlet started her career in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Ms. Kamlet has a J.D. degree (2001) from the University of Florida. Ms. Kamlet serves on the Carolina Hurricanes Foundation Board and previously served on the Society for Corporate Governance’s National Board from 2018-2022. Ms. Kamlet also co-created a podcast, Women Governance Trailblazers, highlighting women in the corporate governance field and providing insights to listeners. Ms. Kamlet was a Diligent 2022 Modern Governance 100 Recipient – ESG, Diversity and Climate Trailblazer.

Mark Kronforst – New!

Partner, Ernst & Young LLP

Mark has decades of experience as a regulator and a thought leader on SEC rulemaking. He is also a seasoned advisor to companies that seek to navigate complex regulatory challenges. He uses this background to help companies build stakeholder trust with leading disclosure practices, which further promote trust and confidence in business and capital markets.

Mark advises EY clients on a wide variety of reporting and disclosure matters and leads efforts to provide EY thought leadership on the SEC in response to its rulemaking proposals.

Prior to joining EY, Mark served 14 years in the SEC’s Division of Corporation Finance. As its Chief Accountant from 2013 until 2018, he led a technical office and advised SEC leadership on a wide variety of policy matters. Mark also served as an Associate Director overseeing the division’s filing review program.

Before joining the SEC, Mark was the Director of Financial Reporting for a large public company after starting his career as an auditor.

Mark graduated summa cum laude with a Bachelor of Accounting degree from the University of Minnesota Duluth. He is also a certified public accountant.

Bob Lamm

Shareholder, Gunster

Bob Lamm chairs the Securities and Corporate Governance Practice Group at Gunster, Yoakley & Stewart, P.A., in Fort Lauderdale, Florida. He rejoined Gunster in 2014, having been a shareholder from 2000 to 2002. In addition, Bob is an Independent Senior Advisor to Deloitte’s Center for Board Effectiveness. From 2008 to 2013, Bob was Assistant General Counsel and Assistant Secretary of Pfizer Inc. His previous experience includes service as Vice President and Secretary of W. R. Grace & Co., Senior Vice President – Corporate Governance and Secretary of CA, Inc., and Managing Director, Secretary and Associate General Counsel of FGIC Corporation/Financial Guaranty Insurance Company. He also has extensive experience with small- and mid-cap companies as well as non-profit entities.

Bob is an active, long-term member of the Society for Corporate Governance. He is a past chair of the Society’s Securities Law Committee and has served on the Society’s Corporate Practices, Finance and National Conference Committees, as a member of its board of directors, and as chair of its 2004 National Conference Committee. He has received the Society’s Bracebridge H. Young Distinguished Service Award and a Lifetime Achievement Award in Corporate Governance from Corporate Secretary magazine.

Bob is a member of the Florida and New York Bars, a member of Gunster’s Women Leadership Forum committee, a Fellow of the Conference Board ESG Center, and a member of the South Florida Board of Advisors of The Commonwealth Institute. He previously served on the markets advisory council of the Council of Institutional Investors. He frequently speaks and writes on securities law, corporate governance and related topics, including the “Bob’s Upticks” column on Gunster’s Securities Edge blog, and he serves on the board of editors of The Corporate Counselor.

Bob received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law.

Abigail Lane – New!

Partner, Kirkland & Ellis

Abigail Lane is an executive compensation partner in the New York office of Kirkland & Ellis LLP. She advises public and private companies, private equity firms and their portfolio companies on a wide range of employment, executive compensation and employee benefit matters.

Abigail regularly advises clients on structuring and implementing equity and cash-based incentive plans as well as the applicable tax, securities law, corporate governance and disclosure implications of those arrangements and represents clients in negotiating employment, separation and incentive agreements.

Kai H.E. Liekefett – New!

Partner, Sidley Austin

Kai Liekefett is a partner in Sidley’s New York office and co-chairs Sidley’s Shareholder Activism and Corporate Defense practice. He has over 20 years of experience in corporate law. He spends 100% of his time on shareholder activism campaigns, proxy fights and hostile takeovers. Since 2016, Kai has defended over 100 proxy contests, more than any other defense attorney in the world, and approximately 25% of all late-stage proxy fights in the U.S.

Under Kai’s leadership, Sidley rose to the top of all shareholder activism defense league tables, including No. 1 rankings by Bloomberg, FactSet, Refinitiv and Activist Insight for North America in 2020, 2021 and H1 2022. Sidley has been ranked in Band 1 for “Takeover Defense” by Chambers USA in 2022 and was recognized by The Deal as “Activist Defense Law Firm of the Year (Large Cap)” in 2021 and 2022.

Kai has been named “2019 Dealmaker of the Year” by The American Lawyer for Sidley’s groundbreaking Wynn Resorts proxy contest. He was selected for the 2022 NACD Directorship 100 as a Governance Professional. In each of the past 6 years, Chambers USA has recognized Kai as one of the leading lawyers for “Takeover Defense,” ranking him among the Top 3 and stating that he “brings a level of creativity and innovation to his client work that often changes industry practices.” He was selected as one of the Lawdragon 500 “Leading Dealmakers in America” in 2021 and 2022. In 2020, Kai was elected as a fellow of The American College of Governance Counsel, the honorary association of lawyers widely-recognized for their achievements in the field of governance.

Kai sits on the board of the New York Chapter of the National Association of Corporate Directors (NACD) and is a member of the Law360 Mergers & Acquisitions Editorial Board. He speaks regularly about shareholder activism on panels and at universities around the world, including Harvard University and the Frankfurt School of Finance & Management. Kai is frequently interviewed and quoted as a thought leader by the national and international media, including CNN, The Wall Street Journal, CNBC, The New York Times, Bloomberg, Reuters, Financial Times, USA Today, Forbes, Law360, and The Deal.

Kai holds a Ph.D., magna cum laude, from Freiburg Law University; an Executive MBA, summa cum laude, from Münster Business School; and an LL.M., James Kent Scholar, from Columbia Law School. He was in the top 0.1% nationwide in his First Legal State Exam (J.D. equivalent) and in the top 1.5% nationwide in his Second Legal State Exam in Germany.

Kyoko Takahashi Lin

Partner, Davis Polk & Wardwell

Ms. Lin is a member of Davis Polk’s Corporate Department, practicing in the Executive Compensation Group. She advises boards, companies, compensation committees and individual executives on executive compensation, equity-based incentives, deferred compensation, severance plans and other compensatory arrangements, with particular emphasis on issues arising in mergers and acquisitions transactions, initial public offerings, and new and joint ventures.

She also advises on employment and consulting arrangements, the applicability of securities and tax laws to executives and employers, the design and implementation of equity compensation plans and general employment-related matters. Ms. Lin is co-editor of the “Davis Polk Briefing: Governance” blog, which covers current topics in corporate governance, securities law and executive compensation.

In her pro bono practice, Ms. Lin has represented individuals seeking asylum in the United States. She has also advised not-for-profit organizations, including Grameen America and International Arts Movement.

Dave Lynn

Partner, Morrison Foerster

Senior Editor, TheCorporateCounsel.net

Dave Lynn is a Partner of Morrison Foerster. Dave’s practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. Dave is well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide” for CompensationStandards.com. While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Dave led the rulemaking team that drafted sweeping revisions to the SEC’s executive compensation and related party disclosure rules.

Dave re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007, providing interpretive advice, formulating policy decisions and publishing the Division’s Compliance and Disclosure Interpretations. Dave initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Dave serves as Senior Editor of TheCorporateCounsel.net, CompensationStandards.com, The Corporate Counsel and The Corporate Executive.

Dave has served as the chair of the ABA Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society. Dave is also an adjunct professor at the Georgetown University Law Center, where he teaches a course about exempt securities offerings.

Rob Main

Managing Partner and COO, Sustainable Governance Partners

Rob Main, CFA is managing partner and COO at Sustainable Governance Partners (SGP). Rob specializes in strategy development, board related matters, investor engagement, and executive compensation. He is a thought leader in the industry and a frequent participant on panels and roundtables.

Rob was previously the Head of Investment Stewardship for the Americas and Asia at Vanguard. His responsibilities included company engagement, ESG research, proxy voting, and policy development. Rob played a leadership role in analyzing and evaluating contentious and complex situations, including proxy contests and mergers & acquisitions. He spoke regularly at industry conferences and events, and actively contributed to thought leadership discussions and publications. Rob’s prior asset management industry experience included roles as a director within Vanguard’s investment manager due diligence team, head of active equity product management, and leader of the firm’s new product development.

He earned a B.S. from the University of Richmond, and an M.B.A. from Villanova University, where he graduated as part of both the Phi Kappa Phi and Beta Gamma Sigma Honor Societies. He is a CFA charterholder and is a member of the CFA Society of Philadelphia. He currently serves as adjunct faculty in Villanova University’s M.B.A. program and has guest lectured at Harvard University, Drexel University, and at Villanova’s Charles Widger School of Law. Rob previously served on the Corporate Governance Advisory Council of the Council of Institutional Investors (CII). Rob lives in suburban Philadelphia with his wife and three children. He enjoys reading, racquet sports, and is active in the Unionville youth sports community.

Judy Mayo – New!

Advisory Director, Argyle

Judy Mayo is an experienced corporate governance and communications professional and attorney with law firm and in-house experience. She understands what information stakeholders are seeking – and how to effectively deliver it.

Judy served as Corporate Secretary and led the corporate governance function at Piedmont Natural Gas, serving as the focal point for communications with the Board of Directors, senior management and the company’s shareholders and ensuring that the Board received the proper advice and resources for discharging its fiduciary duties. As Piedmont’s securities and finance attorney, Judy strategically advised the company on SEC and stock exchange regulations and led the implementation of compliance practices.

Prior to Piedmont Natural Gas, Judy served in a similar function at Duke Energy, and advised a variety of clients in real estate, bankruptcy and related areas while at the law firm Fried, Frank, Harris, Shriver & Jacobson in New York.

Judy brings a range of experience to her engagements, including counseling the Board and management through mergers and acquisitions, advising Directors on corporate governance best practices, managing relationships with regulators and shareholders, and collaborating with executive compensation, tax, accounting, public relations and other corporate departments on shareholder and other public communications.

Ron Mueller

Partner, Gibson Dunn & Crutcher

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.

Sabastian V. Niles

Partner, Wachtell, Lipton, Rosen & Katz

Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism, proxy fights and preparedness, takeover defense and corporate governance; risk oversight, including as to ESG, cybersecurity and crisis situations; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations.

Sabastian advises worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, construction and manufacturing, real estate/REITs and consumer goods and retail.

Sabastian has been recognized repeatedly by Chambers USA as one of the highest-ranked Corporate/M&A Takeover Defense attorneys (with clients noting: “His care of the company is extraordinary”), by Lawdragon as a leading U.S. dealmaker and as a BTI Client Service All-Star. Sabastian is an elected Fellow of the American College of Governance Counsel (where he served as Co-Chair of the 2021 “ESG and the Boardroom” masterclass program). He is also a member of the Harvard Association of Law and Business Advisory Board and the John L. Weinberg Center for Corporate Governance Advisory Board at the University of Delaware.

He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations involving Paul Singer/Jesse Cohn/Jeff Rosenbaum/Elliott Management, Jeff Smith/Peter Feld/Starboard Value, Bill Ackman/Pershing Square, Barry Rosenstein/JANA Partners, Carl Icahn, Daniel Loeb/Third Point, Scott Ferguson/Sachem Head, Arnaud Ajdler/Engine Capital, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeffrey Ubben/Mason Morfit/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Ed Garden/Trian, Relational Investors and Tom Sandell/Sandell Asset Management, among many others.

In addition to serving as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on corporate law matters and has been a featured speaker at corporate strategy and investor forums and guest lecturer at leading law and business schools. His speaking engagements have addressed topics such as EESG, Corporate Purpose and Stakeholder Governance; M&A Trends; Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals.

Sabastian is a director of the non-profit organization Literacy Partners and of the Harvard Law School Association of New York City. He received his Juris Doctor from Harvard Law School, where he co-founded the Harvard Association of Law and Business and won the U.S. National ABA Negotiation Championship representing the Harvard Program on Negotiation. He received B.S., B.A. and B.S. degrees in Finance, Economics and Decision & Information Sciences, respectively, from the University of Maryland, where he won two National Championships and four Regional Championships in intercollegiate mock trial.

Harriet Pearson – New!

Senior Counsel, Hogan Lovells

Internationally recognized as a corporate data privacy and cybersecurity pioneer, Harriet Pearson brings to her practice decades of leading-edge experience advising companies and boards on cyber and data risk management and governance, breach preparedness and response, crisis management, global data privacy compliance, and public policy strategies.

The Financial Times recognized Harriet as North America Legal Innovator of the Year, Lawdragon named her as one of the 500 “Leading Lawyers in America,” and the National Law Journal recognized her as a Cybersecurity and Privacy Trailblazer. She is ranked Band 1 by Chambers and Partners for Privacy and Data Security in the U.S.

Harriet joined Hogan Lovells in 2012 from the IBM Corporation, where in addition to executive leadership roles in human resources, communications, and government relations, she served as Vice President Security Counsel and Chief Privacy Officer (CPO) from 2000-2012.

She launched and led Hogan Lovells’ global multi-disciplinary Cybersecurity practice until transitioning to senior counsel in 2021 and for several years also served as the firm’s first Innovation and New Ventures partner, a role in which she was responsible for sparking and supporting ideas for new client solutions.

Harriet co-founded and co-chaired the Georgetown Cybersecurity Law Institute from 2012 to 2018 and serves on a number of advisory boards. She helped found and served for a decade on the board of the International Association of Privacy Professionals, an organization that recognized her longstanding leadership in the privacy field in 2007 by awarding her its Vanguard Award.

Arden Phillips – New!

Associate General Counsel, Constellation Energy

Mr. Phillips is Associate General Counsel and Corporate Secretary at Constellation Energy. Constellation is the nation’s largest producer of carbon-free energy and a leading supplier of sustainable solutions to millions of residential, public sector and corporate customers.

Mr. Phillips has advised boards and senior management on a variety of matters, including risk oversight; fiduciary duties; board succession; executive compensation; SEC disclosures; and shareholder activism. He also has expertise in organizational change management, implementing and structuring effective corporate governance systems and communicating key messaging to shareholders and other stakeholders.

Mr. Phillips is a frequent speaker and writer on corporate governance issues and has been published in several periodicals. He also is past chair of ACC’s the Corporate and Securities Law Committee and formerly served on the board of directors of the Society for Corporate Governance.

He has a B.A. in Economics from Columbia University and J.D. from the Duke University School of Law. He obtained a NACD Directorship Certification™ in 2021.

Krishna Shah – New!

Director, North America Executive Compensation, Glass Lewis

Krishna Shah joined Glass Lewis in February 2018 after graduating from Santa Clara University with a Bachelor’s degree in economics and political science. In her role, she covers the pay packages for some of the largest companies in the U.S. and Canadian markets, assists with policy development and routinely engages with issuers to better understand various perspectives as it relates to executive pay practices. She is the author of several content pieces, along with overseeing the creation of thought papers and research projects for the North American executive compensation team.

Tara Tays

Partner, Pay Governance

Tara Tays is a Partner with Pay Governance LLC and has over 20 years of executive compensation experience and advises management and boards of directors on a wide range of compensation matters, including the design and implementation of annual incentive and long-term incentive plans, the review and development of internal compensation policies and procedures, the assessment of risk associated with incentive programs, and the adoption and review of employment agreements and change-in-control/severance plans. She has extensive knowledge of institutional shareholders’ and proxy-advisory firms’ concerns with executive compensation programs and helps companies improve shareholder support on Say on Pay and other executive compensation related proposals.

Tara is often a guest speaker at the National Association of Stock Plan Professionals and CCRcorp’s annual executive compensation conferences and the National Association of Corporate Director’s (NACD) Leading Minds in Governance conference, and has authored articles published in NACD Directorship magazine, Practical Law, and Deloitte’s On the Board Agenda. She received a Bachelor of Science in Accounting from the University of Southern California’s Leventhal School of Accounting.

Amanda Urquiza

Partner, Wilson Sonsini

Amanda Urquiza is a partner at Wilson Sonsini Goodrich & Rosati, where she practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings. She has extensive experience advising clients, including public companies and their boards, on federal securities law compliance and corporate governance matters, with a particular emphasis on technology and life sciences companies. Amanda brings a nuanced perspective to her practice, driven by her broad range of experience, including time spent at the SEC, in-house, and practicing internationally. She is also active in Wilson Sonsini’s diversity and inclusion efforts.

Maj Vaseghi

Partner, Latham & Watkins

A partner of Latham & Watkins, Maj advises a wide variety of clients on corporate governance, executive compensation, employee benefits matters and securities laws reporting and compliance. Her experience includes corporate transactions, including M&A deals and IPOs where she advises clients on employee benefit and executive compensation aspects, and representation on ongoing executive compensation and employee benefits matters, including advising compensation committees and executives on employment arrangements, cash and equity-based incentive plans and deferred compensation plans.

Ms. Vaseghi advises dozens of public companies on an ongoing basis on securities compliance, corporate governance and compensation and benefits matters. She has extensive experience in Proxy Statement preparation, executive compensation disclosure, and related compliance with stockholder advisory group recommendations such as Institutional Shareholder Services (ISS) and Glass Lewis. She regularly advises US and non-US entities on their disclosure obligations under, and compliance with, Sections 13 and 16 of the US Securities Exchange Act of 1934, the US stock exchange corporate governance requirements, and Rule 144 under the Securities Act of 1933.

Ms. Vaseghi previously served as in-house securities and corporate governance counsel at VMWare, and brings a keen understanding of the business issues large public companies face. She frequently writes and speaks on corporate governance, executive compensation and employee benefits related issues. She holds a B.S. in Mechanical Engineering from Columbia University and a J.D. degree from Columbia Law School.

Kris Veaco – New!

Principal, Veaco Group

Kristina Veaco founded her corporate governance advisory firm in 2006 after implementing corporate governance practices and processes as in-house counsel for large public companies. She recognized the growing emphasis on corporate governance by large investors, stockholders and regulators, and she decided to offer her practical knowledge and expertise in the area as an independent governance consultant. Prior to forming Veaco Group, Kris ran the Office of the Corporate Secretary for McKesson Corporation and headed the corporate securities group at AirTouch Communications, Inc. (now Vodafone Group plc).

Kris frequently speaks and writes on corporate governance matters. She is a longstanding member of the Society for Corporate Governance; she is a former president of the Northern California, Hawaii and Nevada Chapter of the society, a former member of the national board and a current member of the chapter’s advisory board. Kris is a fellow of the Conference Board’s ESG Center, a member of the International Women’s Forum, and the recipient of a lifetime achievement award from the Women’s 100 for her work in corporate governance.

Kris graduated from the University of California, Davis, with a BA in political science/public service with highest honors. She was a Regents Scholar and is a member of Phi Beta Kappa. She received her J.D. from Hastings College of the Law.