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Hot Issues in Executive Compensation 2011

Speaker(s): Alan M. Johnson, Anne Krauskopf, Carol Bowie, Catherine G. Dearlove, Edmond T. FitzGerald, Greg Nicholson, Irv Becker, James Q. Walker, Jeannemarie O'Brien, John J. Cannon III, Linda E. Rappaport, Marc R. TreviƱo, Margaret M. Foran, Mark S. Wintner, Mary E. Alcock, Michael S. Sirkin, Robert W. Reeder III, Stephen B. Tackney
Recorded on: Apr. 19, 2011
PLI Program #: 28909

Anne Krauskopf is Senior Special Counsel in the Office of Chief Counsel, Division of Corporation Finance, of the Securities and Exchange Commission, where she specializes in issues relating to executive compensation disclosure, employee benefit plans, and Section 16 of the Securities Exchange Act. Anne has received the Chairman's Award for Excellence, the Law and Policy Award, the Regulatory Simplification Award, the Capital Markets Award, the Productivity Improvement Award, and the Chairman's Plain English Award.

Alan Johnson is the Managing Director of Johnson Associates. During his consulting career, Mr. Johnson has worked on a wide range of assignments for clients in the financial services, manufacturing and consumer products industries. Well-versed in all aspects of executive compensation, he is widely recognized for his expertise in the design of annual and long-term incentive programs that have a meaningful impact on management behavior and performance. He is a frequent speaker at compensation conferences and is quoted extensively in major publications.

In addition to designing and implementing incentive compensation programs, Mr. Johnson provides consulting services on total remuneration programs, contracts, severance arrangements and change in control provisions. He has worked extensively with organizations engaged in mergers/acquisitions, public offerings, LBO transactions, recapitalizations and restructurings.

Prior to forming his own firm, Mr. Johnson was associated with several of the other major compensation consulting firms. He has a BA from the University of Florida, studied graduate economics at the University of Virginia, and received his MBA from the University of Chicago.

Bob Reeder is Co-Head of Sullivan & Cromwell's Corporate Group and is a member of the Firm's Commodities and Derivatives, Broker/Dealer and Executive Compensation and Benefits Groups.

Mr. Reeder has experience in a wide array of general corporate and securities matters, including acting as company counsel to American International Group, Inc., The Goldman Sachs Group, Inc. and Prudential Financial, Inc. and acting as designated underwriters' counsel for Corning Incorporated and Forest City Enterprises, Inc.

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.

Carol Bowie is a Senior Advisor in the Governance unit of Teneo Holdings, a global advisory firm that provides strategic counsel to major companies across their full range of key objectives and issues.

Prior to joining Teneo in March, 2017, Carol had retired from Institutional Shareholder Services (ISS) where she was an Executive Director and head of the Americas Research group that provides proxy-based research, analysis, and shareholder voting recommendations for thousands of public companies in the U.S., Canada, and Latin America. Preceding that role, Carol led Compensation Research Development at ISS for several years, and before that headed the ISS Governance Institute team that produced research and insight around key issues in corporate governance and coordinated ISS’ U.S. benchmark policy development.  Until its acquisition by ISS in 2005, Carol was Director of Governance Research at the Investor Responsibility Research Center (IRRC) in Washington, DC, an advisory service providing objective guidance on governance and proxy voting issues to institutional investors worldwide.

Before joining IRRC in 2001, Carol was Director of Publications & Research for Executive Compensation Advisory Services and long-time managing editor of the Executive Compensation Reports newsletter, analyzing trends and developments in executive pay at public companies.  She has been a frequent speaker on executive compensation and other governance issues, and has published articles in journals such as Mergers & Acquisitions and Directorship Magazine. Carol also has provided information and commentary on these issues to the business and general press and has appeared on numerous business-related television and radio programs. She received a Women's 100 Lifetime Achievement in Governance Award in 2016 and was named to the National Association of Corporate Directors' list of 100 top board room influencers several times.

Catherine Dearlove is vice chair of the Corporate Department of Richards, Layton & Finger, Delaware’s largest law firm.  She has appeared as lead or co-counsel in many notable cases in the Delaware Court of Chancery and the Delaware Supreme Court.  Catherine represents Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes.  She also counsels her clients on complex corporate governance and fiduciary issues, and advises special committees in internal investigations and transactional matters.

A fellow of the American College of Governance Counsel, Catherine has been recognized for excellence in Chambers USA, The Legal 500, The Lawdragon 500 Leading Lawyers in America, The Best Lawyers in America, and Benchmark Litigation, including as one of Benchmark’s Top 250 Women in Litigation.

Catherine is a frequent panelist and speaker at professional conferences addressing issues of Delaware corporate law and governance.  She earned a B.S.F.S., magna cum laude, from Georgetown University, and a J.D., with distinction, from Stanford Law School.

James Walker concentrates in government investigations and enforcement proceedings, complex commercial litigation, professional liability and legal ethics.  Mr. Walker represents companies and senior executives in investigations of potential violations of the securities laws, and law firms and lawyers in litigations and proceedings involving investigations of criminal, regulatory and/or professional misconduct claims.  Mr. Walker is the Chair of the New York County Lawyer’s Association Professional Ethics Committee.  He has served on the New York City Bar’s Professional Discipline, Professional and Judicial Ethics, Professional Responsibility, and Securities Regulation Committees, and on the New York State Bar Association Committee on Professional Ethics, where he has been a member since 1996.  Mr. Walker frequently lecturers on legal ethics, internal investigations and corporate governance, and has published articles addressing on attorney-client privilege, professional ethics, and issues arising under the securities laws. 


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.


Mary E. Alcock is counsel based in the New York office.

Ms. Alcock’s practice focuses on employee benefits and executive compensation matters, including design and regulatory compliance. She regularly counsels financial institutions on the issues arising under pension and tax laws with respect to their many and varied interactions with pension funds. Ms. Alcock also advises clients on corporate governance issues as well as on disclosure issues relating to compensation matters.

Ms. Alcock is recognized as a leading employee benefits lawyer by Chambers USA, The Best Lawyers in America and The Legal 500 U.S.

Ms. Alcock joined the firm in 1993 and became counsel in 2002. She received a J.D. degree in 1993 from Yale Law School and an undergraduate degree, summa cum laude, in 1988 from Yale University.

Ms. Alcock is a member of the New York State Bar.

Ms. Rappaport is Of Counsel at Shearman & Sterling LLP, an international law firm headquartered in New York, having been a partner at the firm for over 30 years. As a lawyer, she focuses on executive compensation and corporate governance. She currently serves as the Chair of the Board of Trustees of The New School. Her not-for-profit activities have also included membership on the boards of the Legal Aid Society, the New York Women’s Foundation, and Wesleyan University.

Mr. Becker is a Senior Client Partner and Vice Chairman in the Executive Pay & Governance business, based in the firm’s New York office.

Mr. Becker partners with boards and senior executives to create sustainable organizations, enhancing the effectiveness of the board/CEO relationship. He works with groups to design and develop reward programs, aligning executive efforts and results with the success of the company.

Mr. Becker’s financial background provides a grounded perspective on performance measurement and management. Since 2008, Mr. Becker has been included on the Directorship 100, a list published by Directorship magazine recognizing the most influential people who shape agendas and corporate governance issues in boardrooms across America.

Mr. Becker has worked with major public and private corporations across multiple industries. His clients range the spectrum from Fortune 50 companies to pre-IPO start-ups. He has worked with companies involved with initial public offerings, mergers, acquisitions, and divestitures, as well as helped organizations develop new reward philosophies and approaches to support a major change in business direction.

Mr. Becker is a frequent speaker on executive compensation topics and has been quoted in numerous notable publications. He is the co-author/editor of the book: Understanding Executive Compensation & Governance: A Practical Guide (Third Edition).

Mr. Becker received his masters of business administration in finance from Columbia Business School and has a bachelors of business administration in accounting from the University of Massachusetts. He is a licensed CPA in New York State.

Mr. FitzGerald is the head of the Executive Compensation and Employee Benefits Practice Group of Davis Polk.  His practice and experience includes virtually all commercial and regulatory matters relating to compensation and benefit plans and arrangements.


Listed as a leading lawyer in several legal industry publications, including:

  • Band 1, Nationwide: Employee Benefits & Executive Compensation – Chambers USA 2012-2013
  • Band 1, New York: Employee Benefits & Executive Compensation – Chambers USA 2012-2013
  • Practical Law Company’s Which lawyer? Yearbook and Labour and Employee Benefits Guide
  • Legalease’s The Legal 500 (United States)
  • American Lawyer Media’s Corporate Counsel: Best Lawyers Annual Guide to Employee Benefits Law


  • Partner, 2000-present
  • Associate, Davis Polk, 1997-2000
  • Associate, Pillsbury Winthrop, 1995-1997
  • Associate, Fried, Frank, Harris, Shriver & Jacobson, 1991-1995


  • State of New York


  • B.S., Cornell University, 1987
  • J.D., Brooklyn Law School, 1991

Ms. Foran is Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc.  Her role at Prudential also includes oversight of the Company’s Shareholder Services and Sustainability divisions.

She has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer, Inc. and J.P. Morgan & Co., Inc.  Ms. Foran is a director on the board of Occidental Petroleum Corporation and Chairperson of its Executive Compensation Committee.  She is also a member of its Corporate Governance, Nominating and Social Responsibility Committee.  She previously served on the Board of Directors of The MONY Group Inc. and MONY Life Insurance Company.

Her proactive shareholder outreach and thought leadership on key governance issues has earned her global recognition as a leader in corporate governance.  She has been recognized as one of the Most Influential People in Corporate Governance by Directorship Magazine for five consecutive years.  In 2011, she was identified by Treasury and Risk Magazine as one of the Most Influential People in Finance.  In 2013, Corporate Secretary Magazine named Ms. Foran “Governance Professional of the Year”.  In 2015, Ms. Foran received both the Linda Quinn Lifetime Achievement Award from, and Corporate Secretary Magazine’s Lifetime Achievement Award.

Ms. Foran currently serves as an active member of many influential advisory boards including as a liaison to the American Bar Association’s Commission on Diversity and the Corporate Law Committee, Catalyst’s Advisory Board, the Weinberg Center for Corporate Governance’s Advisory Board, NACD’s Nominating and Governance Committee Chair Advisory Council, the Center for Audit Quality (CAQ) Stakeholders’ Advisory Panel and Cybersecurity Advisory Panel, the International Integrated Reporting Council, the International Corporate Governance Network’s Corporate Risk Oversight Committee, and, the Society for Corporate Governance’s Environmental & Social Working Group, Executive Director of Prudential’s Sustainability Council, and Executive Sponsor of Prudential’s ADAPT initiative.

Ms. Foran received her B.A., magna cum laude, and J. D. degrees from the University of Notre Dame.  She is admitted to the New York, Illinois, Pennsylvania, and New Jersey (In-house) Bars. 

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, is an Inaugural Fellow for the American College of Governance Counsel and is an Advisor to the American Law Institute’s Restatement of the Law, Corporate Governance project.  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.

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.