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Hot Issues in Executive Compensation 2019

Speaker(s): Adam J. Shapiro, Andrew L. Oringer, Ann Becchina, Anthony D. Foti, Arthur H. Kohn, Bindu M. Culas, Courtney Yu, Elena C. Norman, Elizabeth E. Drigotas, Erica Schohn, Erin Rose Miner, Henry I. Morgenbesser, Jean M. McLoughlin, Jeannemarie O'Brien, John Trentacoste, John L. Utz, John Roe, Kelly Sullivan, Marc R. Treviño, Mary Beth Hogan, Regina Olshan
Recorded on: Sep. 11, 2019
PLI Program #: 248443

Adam J. Shapiro is a partner in the Executive Compensation and Benefits Department at Wachtell, Lipton Rosen & Katz, focusing on mergers and acquisitions, corporate governance matters and executive employment arrangements.

Mr. Shapiro received a B.A. from Cornell University in 1993 and a J.D. from the University of Pennsylvania Law School in 1996, where he was an articles editor of the University of Pennsylvania Law Review.  He served as a law clerk to the Honorable John C. Lifland of the United States District Court, District of New Jersey from 1996 to 1997.

Andrew L. Oringer is a partner and the co-chair of the Employee Benefits and Executive Compensation Group at Dechert LLP.  He is the co-chair of the Employee Benefits Committee of the American Bar Association’s Business Section, Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation and chair of the New York State Bar Association Committee on Attorney Professionalism.  Mr. Oringer is a charter member of the Practical Law Employee Benefits and Executive Compensation Advisory Board and was a long-standing member of the Advisory Board for the Bloomberg BNA Benefits Resource Practice Center and for the Tax Management Compensation Planning Journal.  He is a Fellow of the American College of Employee Benefits Counsel, a Senior Fellow from Practice for the Regulatory Compliance Association and an adjunct professor at the Maurice A. Deane Law School at Hofstra University.  He is co-editor of a leading treatise on ERISA fiduciary law and has authored two of its chapters, and has authored a chapter in a leading treatise on the taxation of nonqualified deferred compensation and.  Mr. Oringer is highly rated by a number of key ranking organizations, has been repeatedly included in a widely disseminated list of the Top 100 lawyers in New York City across all practice areas and is a member of The Legal 500 Hall of Fame.

Anthony D. Foti is Associate General Counsel at Foot Locker, Inc.

Mr. Foti has extensive expertise advising on securities law and corporate governance issues. Prior to joining Foot Locker, Mr. Foti practiced law at Dentons US LLP, Fried, Frank, Harris, Shriver & Jacobson LLP, and Pillsbury Winthrop Shaw Pittman LLP, where he represented Fortune 500 issuers and underwriters in a wide range of domestic and international corporate finance transactions, including initial and follow-on public offerings; transactions involving convertible, high-yield and investment-grade debt; private placements; and selling-stockholder deals. Mr. Foti previously clerked for the Hon. Dennis M. Cavanaugh, U.S.D.J. in the U.S. District Court for the District of New Jersey. Mr. Foti holds a Juris Doctorate from the Villanova University, Charles Widger School of Law, where he was Managing Editor of, and published in, the Villanova Law Review, as well as a Bachelor of Science, Summa Cum Laude, in finance from The Pennsylvania State University, Smeal College of Business Administration. He is a member of the New York and New Jersey Bars. Mr. Foti is widely published in journals and has spoken at conferences concerning securities law and corporate governance topics. He is an active member of the Society for Corporate Governance (including the Securities Law Committee), the Retail Industry Leaders Association, and the New York Companies Working Group.

Arthur Kohn is General Counsel – ERISA, Compensation and Benefits at Citigroup.  Prior to joining Citigroup, Arthur was a partner at Cleary Gottlieb Steen and Hamilton LLP. His practice focused on compensation and benefits matters, including executive compensation, pension compliance and investment, employment law and related matters.

He repeatedly has been recognized for his work on behalf of clients by the business and legal press, including Best Lawyers, which named him its 2014 New York Employee Benefits (ERISA) Lawyer of the Year. He has also been recognized for his work in employee benefits and executive compensation law by Chambers USA, The Legal 500, Super Lawyers of New York and others.

He is frequently invited to speak about executive compensation, taxation and corporate governance matters across the United States. Arthur is an adjunct professor at New York University School of Law and a regular guest lecturer at Columbia Law School.

Arthur received a B.A. from Columbia University and a J.D. from Columbia Law School, where he was admitted into the Accelerated Interdisciplinary Legal Education program, was appointed a Harlan Fiske Scholar and received Phi Beta Kappa honors.

Erica Schohn’s practice focuses on compensation and benefits arrangements in U.S. and cross-border corporate transactions (including mergers and acquisitions, public offerings and bankruptcy reorganizations), the negotiation of executive employment and severance arrangements, and the drafting and implementation of equity and other compensation programs.

Ms. Schohn frequently advises clients on the U.S. Securities and Exchange Commission (SEC) rules governing executive compensation disclosure and corporate governance matters relating to compensation practices. As part of this practice, Ms. Schohn is a member of panels and committees comprised of leading government and private- and public-company governance professionals, and she speaks regularly with representatives from the SEC, stock exchanges, institutional investor groups and proxy advisory firms on the latest issues in corporate governance.

Ms. Schohn also regularly advises clients regarding tax planning with respect to compliance with Internal Revenue Code Section 409A and the tax rules relating to deferred compensation, the excise tax on excess parachute payments and limits on the deductibility of executive compensation.

Her experience includes representing companies, private equity funds and individuals in, among others, the pharmaceutical, medical supply, financial, energy, entertainment and travel industries.

Ms. Schohn is the author and editor of the Section 409A Handbook, published by Bloomberg BNA, and speaks at seminars on issues relating to cross-border employee matters, data privacy, executive compensation, tax planning and corporate governance. Ms. Schohn also has repeatedly been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and has been named to The Legal 500 U.S. She is a member of the Skadden team that was recognized by Chambers USA in 2013 with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas. Ms. Schohn also was named as a 2017 BTI Client Service All-Star for providing outstanding client service.

Ms. Schohn is the founder of Connections, a group of employment and benefits lawyers from more than 30 countries on six continents who meet regularly to educate each other on global employment issues and speak at seminars on changes in laws relevant to multinational companies.

Erin Rose Miner is Director at Credit Suisse in New York heading the US regulatory compensation group as well as providing Executive Compensation coverage in the Americas.  Ms. Miner ensures the bank’s compensation plans and programs comply with US regulatory expectations as well as manages the execution of the compensation plans for employees based in the Americas. Ms. Miner received her undergraduate degree in Finance from the University of Maryland, College Park and received her law degree from New York Law School.

Henry Morgenbesser is a founding partner of Katzke & Morgenbesser LLP. Henry has over 35 years of experience in employee benefits and executive compensation matters, with a primary focus on executive compensation aspects of domestic and cross-border (public and private equity) mergers and acquisitions and individual contractual negotiations. He advises both corporate and individual clients on structuring, negotiating and drafting acquisition, divestiture, joint venture, employment, severance, change-in-control, consulting, non-competition, and employment settlement agreements and clawback, retention, deferred compensation and cash-based, equity-based and other incentive compensation plans and arrangements. Henry also provides counsel on structuring and developing golden parachute excise tax strategies and conducting change-in-control defense reviews. Henry routinely addresses corporate directors and compensation committees on benefits and executive compensation issues relating both to transactional and day-to-day advisory matters.

With respect to individual representations, Henry has represented one or more members of senior management or other key employees in matters involving, among others, Adelphia Communications, AllianceBernstein, Bank of America, Biogen, BlackRock, Ceridian, Choice Hotels, Christies, Convergys, Covance, Credit Suisse, Diamond Offshore Drilling, Dixie Electric, Duke Energy, Fortis Bank, GE, Goldman Sachs, Hertz, JC Penney, JPMorgan, Lowe’s, Marathon Oil, Mead, , MetLife, MFA Financial, Moody’s,  Morgan Stanley, Patheon, Perry Capital, RBC, Rothschild, Scripps, Sotheby's, Spectra Energy, TPG, United Site Services, Validus, Walmart and Yahoo!.

Prior to founding Katzke & Morgenbesser LLP, Henry was a New York-based partner at White & Case, and, more recently, at Allen & Overy LLP where he headed the North American benefits and compensation practice for the global law firm. Henry is a frequent lecturer on employee benefits and executive compensation matters (including for the American Bar Association and Practicing Law Institute), and has authored or co-authored many published articles. Henry has been listed annually since 2007 in Best Lawyers in New York (both for benefits and compensation) and New York Super Lawyers and his practice has a Band 3 listing in Chambers USA-America's Leading Lawyers for Business, as well as a Tier I national ranking in US News and World Report.

Jean McLoughlin is a partner and co-chair of the Employee Benefits and Executive Compensation Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP. She advises a wide range of corporate, financial services and individual clients and compensation committees on all aspects of executive compensation, employee benefits and governance matters.

Jean counsels clients on issues related to the negotiation of employment incentives and compensation, including management equity arrangements and the associated tax and securities implications. She also advises on matters related to compensation disclosure and oversight of board executive compensation, as well as compensation and benefit issues in transactions and litigation.

Jean’s merger and acquisition representations include Teladoc Health,  National General Holdings, The Medicines Company, Alexion Pharmaceuticals, L3Harris Technologies, The Ferrero Group, Roche, Genuine Parts, BATS Global Markets, Noble, CP Foods, Lockheed Martin, Bio-Reference, Conagra Foods, Cigna, NYSE Euronext, BBVA , Sodexo, GP Investments, MSCI, Mercantile Bankshares, Frontpoint, Oracle, Domino’s Pizza and various private equity transactions for Goldman Sachs, GP Investments, Greenhill, Lightyear, Metalmark, Francisco Partners, Avista Capital Partners, Crestview and Tailwind.

Jean’s capital markets representations include advising on the initial public offerings of Rocket Companies, Rackspace, BATS, Citizens Financial Group, Synchrony Financial, Biotie, C1 Bank, Auris Medical, MSCI, Envestnet, EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and Np Test Holding, and the proposed IPO of Braeburn.

Jean’s other representations include advising SIFMA in its comment letter regarding Dodd Frank Act Section 956 regulations regarding financial institution compensation and a submission to the Department of the Treasury for a report on deregulation; Morgan Stanley in the creation of a transferable stock option program for Google; Mercury Interactive and Barnes & Noble in connection with stock option backdating investigations; Diamond Offshore Drilling, Templar Energy, the term loan lenders to TOMS Shoes, Frontier Airlines and investors of C&J Energy Services with respect to employee benefit issues in bankruptcy proceedings; and on various “say on pay” campaigns.

Jean has advised a wide range of clients on executive compensation, benefit and equity plan issues, including Banco Santander, Barnes & Noble, BBVA, Chilton, Cigna, Citizens Financial Group, Cobalt, Crestview, Dominos Pizza, EPAM, E-Trade, FedEx, Ferrero, General Electric, Gore, Intuit, J. Jill, Kadmon, Metalmark, Morgan Stanley, MSCI, NYSE Euronext, Oracle, Regions Bank, Roche, Royal Bank of Scotland, SIFMA, Signature Bank, Sodexo, Spectrum, Venture Global LNG, Vertiv and Weatherford.

Jean frequently speaks on topics of employee benefits and executive compensation. Jean co-chaired the annual Forum on Executive Compensation, hosted by Cambridge Forums, in 2020, and is a member of the Steering Committee of the Forum on Executive Compensation, where she led a panel in 2019 on “Recent Trends in Employment Arrangements: #MeToo, Restrictive Covenant Developments, MegaGrants and Other Topics du Jour”.  Other recent speaking engagements include a PLI panel on “Hot Issues in Executive Compensation 2019”;  a webinar on “Restrictive Covenants: Recent Developments, Best Practices and Strategies for Preserving Human Capital” (2018); and presentations at the Forum on Executive Compensation (2017 and 2018); CHRO Board Academy (2016 and 2017); PLI (2003-2014); and the NYSE Governance Program (2013).

Jean has been recognized as one of the leading employee benefits and executive compensation lawyers in America by Chambers USA, The Best Lawyers in America and Super Lawyers. She received her J.D., cum laude, from Harvard Law School, where she served on the Harvard Civil Rights-Civil Liberties Law Journal and was a member of the Board of Student Advisors. Jean has also been a member of the YWCA Academy of Women Leaders, an organization which recognizes women for leadership, achievements in their fields and contributions to the success of other women.

Jeannemarie O’Brien is a partner in the New York law firm of Wachtell, Lipton, Rosen & Katz, where she is active in the firm’s merger and acquisition practice, focusing on the executive compensation and employee benefits aspects of transactions, with a particular emphasis on transactions involving financial services institutions.  She has been involved in many major domestic and international merger, acquisition and buyout transactions, strategic defense assignments and proxy contests.  Ms. O’Brien also advises companies and their boards on governance issues and assists companies and senior executives on executive compensation matters in both the public and private sectors.

Ms. O’Brien frequently writes and speaks on executive compensation and corporate governance issues and is recognized as a leading executive compensation lawyer in the Chambers USA Guide to America’s Leading Lawyers for Business and The Legal 500.  In addition to memos and articles on recent developments in the executive compensation area, she is an author of the chapter on executive compensation in the Wachtell, Lipton, Rosen & Katz “Financial Institutions M&A,” an annual review of significant developments.

Ms. O’Brien received a B.A. cum laude from Mount Holyoke College, and a J.D. cum laude from Fordham University School of Law, where she was an associate editor of the Fordham Law Review.  She is a member of the New York State and American Bar Associations. 

Ms. O’Brien serves as a member of the Board of Trustees of the non-profit organization Prep for Prep, a member of the Dean’s Planning Council of Fordham University School of Law and a member of the Advisory Board of St. Bartholomew Community Preschool in New York City.


John L. Utz is an attorney in the Overland Park, Kansas office of Utz & Lattan, LLC, where he focuses exclusively on employee benefits and executive compensation law, including matters affecting pension, profit sharing, and 401(k) plans, ESOPs, Section 403(b) tax-sheltered annuities, Section 457 plans, stock options, nonqualified deferred compensation, incentive pay, severance pay, and health and welfare programs.

Mr. Utz is a Fellow in the American College of Employee Benefits Counsel, a Fellow in the American College of Tax Counsel, and is listed in The Best Lawyers in America, Superlawyers, and Who’s Who Legal (Pensions and Benefits).  He is active in the American Bar Association, having served as Chair of the Employee Benefits Committee of the Section of Taxation and having chaired several ABA subcommittees.

Mr. Utz has published more than 100 articles in professional journals and has been a frequent speaker at national employee benefits seminars, giving more than 200 invited talks. 

Mr. Utz holds a law degree (magna cum laude), as well as a master’s degree (M.S.) in mathematics, from the University of Illinois.  Mr. Utz’s undergraduate degree (A.B. in mathematics, magna cum laude) is from the University of Missouri, where he was elected a member of Phi Beta Kappa.

John Trentacoste is a Client Partner in Korn Ferry’s Executive Pay and Governance practice who specializes in creating strategically-informed compensation and governance programs that support organization and talent strategies and drive sustainable value creation.

A recognized expert in the fields of executive pay and corporate governance, his clients have included large, public, multi-national organizations, sponsor-backed private entities, and pre-IPO organizations. He also has extensive international experience working with companies in the U.K., Europe, Middle East, and South America.

Mr. Trentacoste has been a frequent speaker at the National Association of Corporate Directors (NACD), the Council of Institutional Investors, KPMG Board Leadership Conference, and WorldatWork.  He has been extensively quoted in various national and trade publications, including Bloomberg and The Washington Post. 

In recognition of his contributions to the boardroom and corporate governance, he was twice-named to the NACD Directorship 100, honoring the most influential people in the boardroom.

Prior to joining Korn Ferry, Mr. Trentacoste was a partner and chief operating officer of a leading independent executive compensation and performance advisory firm. Capital markets experience was gained through prior work at Citigroup Global Markets and Banking, where he held FINRA Series 7 and 63 licenses. 

Mr. Trentacoste holds a B.A. from Cornell University and completed a post baccalaureate business certificate program at Columbia University.  He currently serves on the junior board of the Alan T. Brown Foundation to Cure Paralysis.

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 has been recognized as a 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, and Wall Street Journal.  He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.


Mary Beth Hogan is Co-Chair of Debevoise & Plimpton’s Litigation Department. She has a broad-gauged litigation and investigations practice that focuses on sensitive investigations for educational institutions, corporations and other organizations, including board-directed independent investigations of sexual abuse or harassment.  Ms. Hogan’s work in this area also includes advising boards of corporations, educational institutions, and nonprofits on #MeToo-related governance issues. 

Ms. Hogan also represents clients involved in regulatory investigations and enforcement actions involving the Department of Justice, State Attorneys General, the Consumer Financial Protection Bureau, New York’s Department of Financial Services and other federal and state regulators. She is recognized as a leading lawyer by Chambers USA, The Legal 500 US and Benchmark Litigation, which quoted one client as saying “Mary Beth has been efficient, responsive, proactive and expert in her work with us. She is conscious of our budget limitations and [is] very respectful.”

A respected author and sought-after speaker, Ms. Hogan’s most recent engagements include New Strategies for Conducting Sexual Harassment Investigations and Litigation for the New York City Bar Association, The Legal Implications of #MeToo at a Debevoise seminar in Hong Kong, The Path to Gender Equality in the Legal Profession at the 2018 IBA Women in the Legal Profession event and The Courage to Say Yes Across Generations at the National Association of Women Lawyers’ 13th General Counsel Institute.  She was also featured in a 2013 documentary on the New York Times website, “Great Expectations for Female Lawyers”, a follow-up from a 2001 New York Times Magazine article in which 21 women lawyers at Debevoise were profiled and interviewed about the career prospects for women in law firms.

Ms. Hogan serves on the Board of Directors of Catalyst and is Chair of the Governance and Nominating Committee.  She is also President of the Board of Directors of Nazareth Housing and serves on the Board of Trustees of the Armory Foundation, a nonprofit that combines her passion for running and fitness with educational opportunities for inner city students. She graduated from Princeton University and received her J.D., with high honors, from Rutgers University, where she was a member of the Order of the Coif and the Articles Editor for the Women’s Rights Law Reporter

Regina Olshan is the global head of Skadden’s Executive Compensation and Benefits Group. Her practice focuses on advising companies, executives and boards on navigating the regulatory complexities of executive compensation and benefits.

Regina is the author and editor of the Section 409A Handbook. She speaks and writes frequently on executive compensation issues, co-chairs “Hot Issues in Executive Compensation,” an annual executive compensation conference presented by PLI, and is on the Bloomberg BNA Pensions and Benefits Advisory Board and Bloomberg BNA Compensation Planning Advisory Board.

Regina earned her J.D. from Yale Law School after previously earning a B.A. in physics from Harvard University. She also was the recipient of the Fulbright Award, attending College d'Europe in Brussels, Belgium.

Regina is ranked in the top tier in Chambers USA: America’s Leading Lawyers for Business for New York employee benefits and executive compensation. She also is listed in The Best Lawyers in America and The Legal 500 U.S. She was named Best Lawyers’ 2017 New York City Employee Benefits (ERISA) Law Lawyer of the Year.

Bindu has over twenty years of experience advising clients on the regulatory aspects of designing and structuring equity incentive programs, employment agreements, 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 is a member of the New York State Bar and received her J.D. and B.S. (with distinction) degrees from New York University.  She writes and speaks frequently at regional and national ABA, American Law Institute, NASPP and PLI events.

Courtney is the Director of Research at Equilar. Starting off as a Research Analyst, he now leads operations related to Equilar’s executive and director data research. With more than six years in the industry, he has extensive experience working with senior executives from Fortune 1000 companies on executive compensation and corporate governance issues.

Courtney has been cited in the New York Times and Washington Post for his expertise in retirement packages and golden parachutes. He’s spoken at events hosted by E*Trade and Donnelly Financial Solutions related to trends in equity compensation and proxy disclosures. He earned his Bachelor’s degree in Managerial Economics, magna cum laude, from UC Davis.

John is a recognized leader in corporate governance and executive compensation, and has written and spoken extensively on topics including board structure, boardroom and workforce diversity, executive compensation metrics and goals, governance ratings, risk metrics and management, and equity compensation plans.

Prior to joining Joele Frank, John served as Head of ISS Analytics at Institutional Shareholder Services, where he led the company’s data & intelligence arm and oversaw quantitative methodologies, thought leadership, and data products.  Prior to ISS, John served as COO of a registered investment advisor.

Executive Compensation

He has advised companies on executive and director compensation programs, including disclosure, pay magnitude and mix decisions, peer group creation, performance metric selection, performance goal setting, and clawback provisions and triggers.  He has also advised institutional investors on their custom pay and performance analysis methodologies and helped them implement custom viewpoint that drive proxy voting decisions.  He has worked with companies who are facing compensation-related issued associated with shareholder activism events.

Corporate Governance

He has been a thought leader across many avenues of corporate governance, including board structures and practices, the allocation of rights among management, the board, and shareholders, and installing appropriate risk management functions at the board level.  He has assisted companies in thinking about board diversity, director election standards, shareholder proposals responses, emerging governance topics, and more. And, he has worked directly with institutional investors to understand their corporate governance concerns and how they use governance data and ratings products.

Shareholder Engagement

An advocate for appropriate and effective shareholder engagement, John has coached companies on how to improve their engagement program, including identifying appropriate shareholders, engaging effectively with proxy advisers, tailoring messages tailored to individual investors, and disclosing engagement compellingly.

John holds an MBA from Rice University (Jones Scholar), a BS in electrical engineering from the University of Houston, and attended the United States Naval Academy.


Kelly counsels clients on a variety of high-profile, high-stakes issues. Her background in politics continues to shape her focus of helping clients “win” at key decision points. Many of these clients are in regulated industries, such as the energy, media, airline, healthcare, gaming and telecommunications sectors, where a premium is placed on the intersection of sophisticated communications with political and regulatory processes.

Navigating the Political and Regulatory Landscape. At both the federal and state levels, companies face increasing regulatory reviews and political interests. Understanding these constituencies is increasingly important to our clients. Kelly advises EDF, the largest nuclear operator in the world, on its US presence, beginning with the company’s investment in Constellation Energy. She worked on the merger of SIRIUS and XM Satellite Radio and continues to advise the company today.

Supporting Clients in Complicated Situations. Kelly has worked with a number of clients with activist shareholders, including proxy fights at Biovail, Regis and ModusLink. She advised the Mashantucket Pequot Tribal Nation-Foxwoods, MGM Mirage and North General Hospital on their financial restructurings. Kelly has worked with a wide-range of clients involved in litigation, including TiVo in its patent dispute with the Dish Network. Kelly has also worked with clients facing federal investigations and regulatory inquiries, as well as unplanned leadership changes.

Advising on both Friendly and Contested Transactions. Kelly is currently working with US Airways in support of its merger with American Airlines and worked on the combination of LAN and Tam Airlines. She worked with Groupo Modelo around the InBev/Anheuser-Busch transaction. Kelly worked with AGL and Nicor on their merger, and more recently, on the merger of Entergy and ITC.  CenturyLink continues to be a client and Kelly has worked with them on several transactions, including Qwest, Savvis and Embarq.

Creating Ongoing Programs for Clients. Kelly has worked with a number of clients on an ongoing basis to develop and execute their investor and communications programs, included FedEx, Chiquita, Monster Worldwide, American Tower, Capella Education, USEC, Hawaiian Electric Industries, ADM, TIAA-CREF and Savient Pharmaceuticals.

Prior to joining Joele Frank in 2006, Kelly was at the public affairs firm Chlopak, Leonard, Schechter & Associates. She also served as a spokesperson for the National Endowment for the Arts under Chairwoman Jane Alexander and began her career as press secretary to Congresswoman Louise M. Slaughter (D-NY).

Kelly graduated from Georgetown University with a BA in American Government. She serves as trustee on the Foundation Board of Kingsborough Community College.

Ms. Becchina is a partner in the Executive Compensation + ERISA Practice. She advises clients on federal tax and securities law aspects of executive compensation arrangements, including employment and consulting agreements, with a particular emphasis on structuring and providing advice regarding complex compensatory structured products, carry and notional plans and other equity-related programs for investment professional participation.

Ms. Becchina also advises issuers, financial institutions, private funds and investment managers regarding reporting of beneficial ownership under Sections 13 and 16 of the Securities and Exchange Act and regarding the application of the fiduciary and prohibited transaction provisions of ERISA to investment products and services.

She has strong experience in setting up complex compensation plans for private fund and investment managers, working with capital markets-focused clients on a range of SEC related issues and prohibited transaction provisions of ERISA experience. 

Additionally, Ms. Becchina advises global, multi-national clients on their cross-border executive compensation arrangements.

Ms. Norman, the former Vice-Chair of Young Conaway's Corporate Counseling and Litigation Section, has extensive experience litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery. She has litigated numerous high profile actions involving derivative claims, contests for corporate control, M&A, governance, complex contracts, alternative entities, demands for books and records, and statutory appraisal/valuation disputes. In addition, Ms. Norman regularly counsels boards of directors and senior management on Delaware corporate law.

Ms. Norman has litigated patent and securities cases in the US District Court, and commercial cases in the US Bankruptcy Court and the Complex Commercial Litigation Division of the Delaware Superior Court.

Before attending Stanford Law School, Ms. Norman studied English Constitutional Law and Jurisprudence at Somerville College, Oxford University, and received a M.A. in Legal and Political Theory from University College London. She worked on law reform issues as a staff attorney for an NGO in Moscow, Russia.


  • Chambers USA - America's Leading Lawyers for Business, Delaware Court of Chancery
    Chambers USA describes Ms. Norman as "adept at handling litigation associated with M&A transactions and...also known for her handling of disputes involving limited liability companies and limited partnerships." Chambers notes Ms. Norman's "valuable" ability to "provide high-level strategic advice."
  • Delaware Today - Top Lawyers, International Law (2015-present)
  • Delaware Super Lawyers®, Top Rated Business Litigation (2017)

Elizabeth Drigotas is a Senior Counsel with a practice focused on executive compensation, benefits plan design and public health law. She has more than 25 years of experience working with compensation and benefits plan design and implementation, with an emphasis on related  tax issues. Her clients encompass employers, including multinational and Fortune 100 companies, private and public companies and tax-exempt entities across multiple industries.  A significant part of Elizabeth’s practice involves advising financial services clients on partnership compensation, and she has extensive experience working on strategic and private equity transactions. She is a respected authority and advisor on issues related to nonqualified deferred compensation, including section 409A.

Prior to joining Cohen & Buckmann, Elizabeth was a principal in the Washington National Tax, Deloitte Tax LLP, where she led the compensation and benefits group.  In that role, she worked with domestic and international employers.  Elizabeth was previously an Attorney-Advisor, Office of Benefits Tax Counsel, United States Treasury Department.

Elizabeth also practices in the area of public health law, having recently completed her Master of Public Health at the Johns Hopkins Bloomberg School of Public Health, where she focused on issues related to aging, quality of care, and medical decision-making. Her capstone project was an assessment of the potential for supported decision making for patients with dementia, and as such, has made medical decision making and elder law a focus of her practice.