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Hot Issues in Executive Compensation 2007

 
Author(s): Linda E. Rappaport, Marc Trevino
Practice Area: Corporate & Securities, Employee Benefits, Employment, Tax
Published: Sep 2007
ISBN: 9781402409462
PLI Item #: 11321
CHB Spine #: J767

Ann Yerger is an advisor to Spencer Stuart’s North American Board Practice, a member of Grant Thornton’s Audit Quality Council, and a director of Hershey Entertainment and Resorts Company, chairing the nominating/governance committee and serving on the compensation committee. Her deep background in corporate governance includes service as executive director of EY’s Center for Board Matters and 20 years at the Council of Institutional Investors in Washington, DC, including a 10-year leadership role as CII’s executive director. Prior to joining CII, Ann was deputy director of the Investor Responsibility Research Center’s corporate governance service, and her previous experience includes corporate banking at Wachovia.

She has been included multiple times on the National Association of Corporate Directors’ list of the 100 most influential corporate governance professionals. In 2016 the International Corporate Governance Network awarded her the ICGN Award for Excellence in Corporate Governance. In 2018 she was awarded one of the inaugural DCRO (Directors and Chief Risk Officers Group) Exemplar Awards.

Ann has served as a member of the Investor Advisory Group of the Public Company Accounting Oversight Board and the Investor Advisory Committee of the US Securities and Exchange Commission. She also served on the Nasdaq Listing and Hearing Review Council, the CFA Institute Advisory Council, the Advisory Board of the Weinberg Center for Corporate Governance, and the US Treasury Department’s Advisory Committee on the Auditing Profession. She has testified on corporate governance issues before the US Senate Committee on Banking, Housing and Urban Affairs and the US House Financial Services Committee.

She is a CFA charterholder and a graduate of Duke University with an MBA from Tulane University.


C. Stephen Bigler counsels corporations, officers, directors, board committees, stockholders and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty arising in a wide variety of transactional and operational contexts. Steve's practice also includes entity formation, mergers, acquisitions, divestitures, defensive planning, capital-raising transactions and stockholder meetings. A member of the firm's Corporate Advisory and Governance Group, he also represents special committees in transactional matters and renders legal opinions on Delaware corporate law issues.

Steve was president of the firm from July 2008 to July 2011 and executive vice president from July 2006 to July 2008.

Active in the legal community, Steve was one of a group of venture capital lawyers who participated in the drafting of model financing documents for the National Venture Capital Association. Steve is a member of the American Bar Association Business Law Section Mergers and Acquisitions and Corporate Documents and Process Committees. He has participated in the drafting of a model merger agreement by the Public Companies Subcommittee of the Mergers and Acquisitions Committee, and in the drafting of a model certificate of incorporation, bylaws and preferred stock designation by the Corporate Documents and Process Committee.

Steve also participated in the drafting of the Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock, and the Report of the Corporation Law Committee of the Association of the Bar of the City of New York regarding the Enforceability and Effectiveness of Typical Shareholder Agreement Provisions. He has written numerous articles on aspects of Delaware corporate law appearing in The Business Lawyer, Insights and other legal publications, and is a frequent speaker regarding Delaware corporate law practice and developments.


John England is an internationally-recognized consultant in the areas of executive compensation and incentive design. One of the top consultants in the field, he has broad experience in assisting Boards of Directors and senior management in the design and development of impactful total executive reward programs. After a 26 year career with Towers Perrin culminating in his serving as Global Practice Leader for executive compensation, John became Managing Director of an independent consultancy called Pay Governance LLC.

Clients for whom John serves as the Board-appointed executive compensation consultant include premier, U.S., Canadian, and European companies in the financial services, pharmaceutical, entertainment, consumer products, transportation, and industrial sectors. 

John is a frequent speaker and author addressing executive compensation and incentive design topics based on his 29 years of consulting and client experience. As a speaker, he annually addresses the WorldatWork International Conference and the Conference Board's various councils on compensation. In addition to being a certified WorldatWork instructor, John has served on several taskforces, including the Futures Taskforce and the FASB Stock Compensation Project. His most recent participation in a forum on corporate governance was featured in the Harvard Business Review. John has authored 15 articles that have appeared in such journals as The Handbook of Modern Finance, Directors & Boards, the ACA Journal, Personnel, Family Business, The New York Times, and Compensation and Benefits Review.

Prior to becoming a consultant, John was a compensation analyst with Texaco Inc. A graduate of Connecticut College, he received an MBA degree as an Edward Tuck Scholar from the Amos Tuck School at Dartmouth College.


John Cannon is a partner in the Compensation, Governance and ERISA Group and Co-Chair of the firm’s Corporate Governance Advisory Group.  In his practice, he focuses on all aspects of compensation and benefits, including corporate, securities, bankruptcy, employment and tax laws and ERISA.  He has extensive experience in executive compensation and corporate governance matters, Dodd-Frank and Sarbanes-Oxley, and the employee issues raised in the mergers and acquisitions context.  He also has experience advising startup companies in the biotechnology sector regarding corporate and compensation matters.   John joined the firm in 1985 and became a partner in 1994.

John currently serves on the Advisory Committee for the Salzburg Global Forum on Corporate Governance and is an Inaugural Fellow for the American College of Governance Counsel.  He frequently lectures at law schools, including the University of Arizona, Penn, Harvard and the University of Colorado.

John graduated from Harvard and New York University School of Law.


John T. Bostelman is a partner of Sullivan & Cromwell LLP, New York, where he coordinates the firm’s securities law practice. He has a broad financial and corporate practice, including the areas of public and private securities offerings, corporate governance, investment management and broker-dealer regulation.

Mr. Bostelman has been a speaker for numerous organizations, including the Practising Law Institute and committees of the American Bar Association. He serves as Vice Chair of the Securities Registration Subcommittee of the ABA Committee on Federal Regulation of Securities. Mr. Bostelman graduated from Yale University (B.A., 1975) and Columbia University Law School (J.D., 1979). He joined Sullivan & Cromwell LLP in 1979 and has been a partner since 1986.


 John W. White is a partner in Cravath, Swaine & Moore LLP's Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including, more recently, public reporting and disclosure obligations, corporate governance matters and restatements and other financial crises.

John is a member of the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standard Board (FASB), and the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). He is a member of the Board of Trustees and Audit Committee of the Practising Law Institute (PLI) and of the Board of Directors of Financial Executives International (and he regularly attends meetings of FEFs Committee on Corporate Reporting). He served three years on the New York Stock Exchange's Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute, five years as Co-chair of PLI's Annual Institute on Securities Regulation and six years on the Board of Trustees and Audit Committee of the SEC Historical Society. John was twice selected by the National Association of Corporate Directors (NACD) as one of the 100 "most influential people in the boardroom and corporate governance community."


 


LINDA RAPPAPORT is Of Counsel at Shearman & Sterling LLP in New York City.  She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding partner of the firm’s Corporate Governance Advisory Group.   Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.

Ms. Rappaport became a partner of the firm in 1985. She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative for Success, Excellence and Retention (“WISER”) as well as the firm’s Hiring Partner.  Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


Marc Treviño is the head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group.  He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., 1990).

Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions.  Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practising Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, The Corporate Counsel, The Corporate Governance Advisor, Society of Corporate Secretaries and Governance Professionals and Wall Street Journal.  He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.


Michael J. Segal is the senior partner in the Executive Compensation and Benefits Department of Wachtell, Lipton, Rosen & Katz. He counsels clients with respect to their compensation and benefit programs, particularly in connection with corporate mergers and acquisitions, joint ventures and other private and public business combinations.

He has taken a leading role in the compensation and benefits aspects of some of the most significant and high-profile transactions of the past several years, including the $130 billion acquisition by Verizon of the 45% interest in Verizon Wireless owned by Vodafone, the $68 billion acquisition of Wyeth by Pfizer, the $38 billion purchase of El Paso Corporation by Kinder Morgan, the $25 billion acquisition of Dell, Inc. by Michael Dell and Silverlake Partners, Walgreen’s $7 billion investment in Alliance Boots, the abandoned $39 billion combination of T-Mobile and AT&T and the combination of T-Mobile and MetroPCS at a $30 billion enterprise valuation, the $5 billion sale of Sunoco to Energy Transfer Partners, the merger of Delta and Northwest Airlines, the creation of Morgan Stanley Smith Barney, and CenturyLink’s acquisitions of Qwest ($22.4 billion), Embarq ($11.6 billion) and Savvis ($2.5 billion). He also represents employers (particularly Board Compensation Committees) and executives in entering and exiting CEO and other senior-level employment relationships.

Mr. Segal has been recognized as one of the leading lawyers in the field, garnering the highest numerical rating from Chambers USA Guide to America’s Leading Lawyers for Business, and being included in New York Super Lawyers, the Legal Media Group Guide to the World’s Leading Labour and Employment Lawyers, Legal 500 and similar publications. He has lectured at the Columbia, Penn, Ohio State and Hofstra law schools, and frequently speaks at American Bar Association, Practising Law Institute and other conferences, including the 2009 Harvard Business School Executive Compensation Conference and 2011 Corporate Board, Member conference on Compensation Strategies to Build Shareholder Value.

Mr. Segal received his B.S. cum laude in accounting from The Ohio State University in 1980 and his J.D. from The Ohio State University College of Law in 1983, where he currently serves on the National Council. He also chairs the Pension Committee of the Women’s Tennis Benefit Association, which administers the pension plan for professional women tennis players.


Scott Spector chairs the Executive Compensation and Employee Benefits Group of Fenwick & West. His 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. Scott represents numerous chief executive officers of technology companies in contract negotiations.

Among his current and previous clients are:

  • Fitbit
  • GoPro
  • Cisco Systems
  • ServiceNow
  • Facebook
  • Wordday
  • Symantec
  • Refin

He is the former Chair of the Subcommittee on Executive Compensation of the Federal Regulation of Securities Committee of the ABA Business Law Section and the Subcommittee on the Federal Securities Regulation of the Committee on Employee Benefits of the ABA. Scott 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 other national compensation, governance, and securities law programs. Scott has also written extensively on executive compensation, corporate governance and stock compensation matters. He was named to The Best Lawyers in America in the area of Employee Benefits Law and recognized by Chambers USA as one of the top Employee Benefits and Executive Compensation lawyers in the US and California.

Scott received his Bachelor of Arts and Juris Doctor from Tulane University, in 1971 and 1974 respectively, and his Masters in Law (in Taxation) from New York University in 1975.

Scott is Member of the State Bar of California.


Stephen Tackney is currently serving as Special Counsel to the Division Counsel / Associate Chief Counsel (Tax Exempt and Government Entities Division), Office of Chief Counsel - IRS.  During his nearly ten years at the Office of Chief Counsel, Mr. Tackney has focused primarily on issues involving executive compensation, including the formulation and drafting of all the guidance under section 409A and section 457A.  In addition, Mr. Tackney served on a detail at the Benefits Tax Counsel, Department of the Treasury, assisting with the formulation of the rules governing executive compensation at TARP recipients, and the development of associated legislative proposals. Prior to coming to the Office of Chief Counsel, Mr. Tackney spent several years in private practice, focusing on employee benefits issues. Mr. Tackney graduated magna cum laude from Harvard Law School in 1996.


LINDA RAPPAPORT is Of Counsel at Shearman & Sterling LLP in New York City.  She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding partner of the firm’s Corporate Governance Advisory Group.   Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.

Ms. Rappaport became a partner of the firm in 1985. She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative for Success, Excellence and Retention (“WISER”) as well as the firm’s Hiring Partner.  Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


Marc Treviño is the head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group.  He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., 1990).

Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions.  Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practising Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, The Corporate Counsel, The Corporate Governance Advisor, Society of Corporate Secretaries and Governance Professionals and Wall Street Journal.  He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.