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Hot Issues in Executive Compensation 2014


Speaker(s): Adam J. Shapiro, Alfred Giardina, Andrew L. Oringer, Bindu M. Culas, Carla M. Oliveira, Charles M. Elson, Charmaine L. Slack, Chris McGoldrick, Elizabeth E. Drigotas, Erica Schohn, Henry I. Morgenbesser, Hon. Robert J. Jackson, Jr., Jeannemarie O'Brien, Linda E. Rappaport, Marc R. Treviño, Martha N. Steinman, Regina Olshan, Robert J. Neis, Robert W. Rachal, Robin M. Quittell, Thomas D. Scholz, Victoria S. Reese
Recorded on: Sep. 12, 2014
PLI Program #: 48128

Robert Neis is the Benefits Tax Counsel in the Office of Tax Policy at the U.S. Treasury Department.  The Benefits Tax Counsel is responsible for developing and reviewing policy, legislation, regulations, and revenue rulings dealing with all aspects of employee benefits taxation and related matters.  Mr. Neis joined the Treasury Department in June of 2012 and works on a variety of employee benefits issues, including qualified retirement plans, health care, executive compensation, employment taxes, and fringe benefits.

Before joining the Treasury Department, Mr. Neis was a partner in the tax group at the Sutherland law firm.  His practice focused primarily on executive compensation, qualified plans, welfare plans, and fringe benefits.

Mr. Neis received his J.D. from Cornell Law School, where he was the editor-in-chief of the Cornell Law Review, and his B.A from Middlebury College.  He was also law clerk for the Honorable Elbert P. Tuttle on the Eleventh Circuit Court of Appeals.


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.


Al Giardina is the Practice Leader of PricewaterhouseCoopers' International Assignment Services Group in New York Metro with 25 years of hands-on experience in expatriate and foreign national taxation working with many multinational corporations and high-profile individuals.

He is a recognized expert on international employee tax matters and is in charge of PwC's Expatriate Tax Technical group.  Al works extensively with all aspects of deferred compensation and equity based incentive arrangements in the context of international relocations. He is currently the partner in charge of expatriate tax services for the Blackstone Group, Fortress Investment Group, Morgan Stanley, Credit Suisse Group, Jane Street Capital, McKinsey & Company, Marsh McLennan, and The Nielsen Group of Companies.

Al is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants (AICPA), the New York and Connecticut State Society of CPA and holds a B.B.A. in Accounting from Pace University in New York. 


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, the Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation, a former co-chair of the Employee Benefits Committee of the Tax Section of the New York State Bar Association and chair of the NYSBA’s 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 a chapter in a leading treatise on the taxation of nonqualified deferred compensation.  Mr. Oringer is highly rated by a number of key ranking organizations, is 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.


Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.  He is also “Consultant” to the law firm of Holland & Knight.  

He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001.  His fields of expertise include corporations, securities regulation and corporate governance.  He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits.  He has been a Visiting Professor at the University of Illinois College Of Law, the Cornell Law School, and the University Of Maryland School of Law, and was a Herbert Smith Freehills Fellow at Cambridge University in England, a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and is a member of the American Law Institute.  

Professor Elson has written extensively on the subject of boards of directors.  He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning, Director Evaluation, Risk Governance, Effective Lead Director, Board Diversity, Talent Development and Strategy Development and was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity. He served as well on that organization’s Advisory Council.  He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and was a member of its Committee on Corporate Laws.  He is also a member of the Standing Advisory Group of the Public Company Accounting Oversight Board. 

Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, and as a director of Circon Corporation, a medical products maker, Sunbeam Corporation, the consumer products manufacturer, Nuevo Energy Company, an independent oil and natural gas producer, the Investor Responsibility Research Center, a non-profit corporate governance research organization, Alderwoods Group, an international death care services provider, AutoZone, Inc., the national automobile parts retailer  and Bob Evans Farms Inc., a food products company. 

He is presently a member of the Board of Directors of Encompass Health Corporation, a healthcare services provider. He has served as trustee of the Big Apple Circus, the American Museum of Finance, Talledega College, the Tampa Museum of Art, the Tampa Bay Performing Arts Center, the Delaware Museum of Natural History, the Delaware Art Museum, and the Museum of American Finance.  He is presently a trustee of the Hagley Museum and Library, the Tower Hill School, and the Brandywine Conservancy & Museum of Art. He has been included in the list of the "100 most influential players in corporate governance" of Directorship, the "100 most influential people in finance" of Treasury & Risk Management, the list of top 10 governance “stars” of Global Proxy Watch, and Ethisphere’s 100 Most Influential People in Business Ethics in 2014. 


Charmaine L. Slack is a partner in the New York office of Jones Day in its Employee Benefits and Executive Compensation practice.  Ms. Slack advises senior executives, boards of directors and compensation committees of public and private entities on a wide variety of executive compensation and equity arrangements.  She counsels clients on the diverse and complex compensation matters that arise in substantial domestic and cross-border M&A, leveraged buyout, financing, private equity, fund investment and other corporate transactions across a spectrum of industries. Ms. Slack’s practice encompasses designing and preparing creative incentive arrangements in fund and other investment transactions. She regularly counsels on the broad array of legal and business issues arising in executive compensation programs affecting CEOs and other senior executives, including comprehensive employment, change in control and severance arrangements; equity performance and other incentive programs and deferred compensation and director compensation programs.  Ms. Slack also provides corporate governance advice and technical guidance on tax and securities rules affecting compensation and benefits.

Ms. Slack is a frequent speaker on cutting-edge executive compensation matters.  She served as the immediate past chair of the Federal Securities Law Issues Subcommittee of the American Bar Association’s Employee Benefits Committee, Taxation Section.  Ms. Slack serves on the board of Girls Incorporated of New York City, a not-for-profit organization focused on improving the lives of NYC girls by providing gender-based educational programs.  She is a member of the Leadership Advisory Committee for the National Women's Law Center, an organization focused on expanding, protecting and promoting the opportunities, possibilities and advancement for women and girls across the nation.  Ms. Slack also serves as a member of Jones Day’s Firmwide Diversity, Inclusion & Advancement Committee, chairs the New York Diversity Committee and is a member of the New York City Bar’s Committee on Recruitment and Retention of Lawyers.

Ms. Slack is a graduate of New York University (LL.M. in Taxation), Harvard University (J.D.) and Pace University (B.B.A. in Management Information Systems, summa cum laude and first in M.I.S. major).  She is admitted to practice in New York and Georgia.

Prior to attending law school, Ms. Slack worked for six years for J.P. Morgan in New York City, initially as a systems analyst for foreign securities trading, and later as an officer supporting interest rate derivatives trading and a related global mark-to-market scenario and pricing system for exotic options and other derivative products developed for the traders in the company’s New York, London and Tokyo offices.


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.


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.


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 over $900 billion of merger and acquisition transactions during her career. 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, and has particular expertise regarding the compensation structures at financial institutions and the related regulatory considerations.

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.

 


Martha Steinman is partner in Hogan Lovells US LLP and has extensive experience in executive compensation, employee benefits, qualified and non-qualified plans, and welfare plans.  As Co-Chair of the firm's Employee Benefits and Executive Compensation practice, she works with boards of directors, compensation committees, and senior management to navigate the rough seas they face as they strive to develop sensible and effective compensation programs in the face of potential criticism from shareholders and outside commentators.  Her practice reflects the intersection of corporate governance, disclosure, securities law, and tax.  Martha's goal is to offer clients pragmatic advice to find solutions that will meet their business needs, reflect evolving best practices, and withstand external scrutiny.

Martha also works with clients to address employee benefit issues in the context of mergers, acquisitions, and divestitures, guides them through the transaction itself, and advises them on post-closing transition issues.  A significant portion of Martha's practice is in the area of equity and incentive compensation. Additionally, she works with clients to negotiate employment and severance agreements, design compensation packages, and navigate retirement planning. Martha also advises companies on traditional employee benefit plan matters. She works with clients to insure the qualified status of their plans under IRS rules and advises retirement plan committees on ERISA fiduciary matters. Where her clients face challenges, she works with them to defend audits and negotiate settlements with the IRS and the Department of Labor.

Martha is a frequent speaker on matters relating to executive compensation, corporate governance, and ethics. Martha is a member of the Board (and immediate past president) of the New York/New Jersey Chapter of the NASPP, Vice Chair of the Employee Benefits Committee of the ABA Tax Section and also is active in other bar association and other industry groups and has held numerous leadership positions.  She is a fellow of the American College of Employee Benefits Counsel.


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.


Robin Quittell is a Managing Director at Fortress Investment Group, where she serves as Chief Human Resources Officer & Counsel. Prior to assuming the helm of the HR department at Fortress, Robin served as Head Compensation and Benefits Counsel at Fortress.  Ms. Quittell regularly advises the credit, liquid markets, and private equity businesses at Fortress on a variety of employment, separation, and equity-based arrangements. She also provides advice on 409A, day-to-day employment issues, and international hiring.

Ms. Quittell graduated from Duke University summa cum laude and received her law degree from Harvard. She previously practiced in the executive compensation and benefits groups at Simpson Thacher & Bartlett LLP and Morrison Cohen LLP.


Bindu, a Managing Director in the Frederic W. Cook & Company’s New York office, joined the firm in December of 2012.

She has over twenty 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 Frederic W. Cook & Company, 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.


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.


ROBERT RACHAL is a partner in Holifield · Janich · Rachal ·Ferrera, where he recently started its New Orleans office. For close to 25 years, Robert has focused his practice on complex ERISA fiduciary, benefits, and executive compensation litigation, including defending DOL investigations, and on advising ERISA fiduciaries. Robert graduated summa cum laude and valedictorian of Tulane Law School, and clerked for Judge Jacques Wiener of the U.S. Fifth Circuit Court of Appeals. From 2004 to 2016, Robert was a senior counsel at Proskauer, where his work included advising fiduciaries and defending companies, plan providers and plan fiduciaries in all types of complex ERISA litigation, e.g., from claims ESOP stock was overvalued, to claims 401(k) fees were excessive or that pension plans owed greater benefits under complex provisions of ERISA.

Robert’s litigation and related work in the executive compensation area include:

  • Gray v T.V. Guide – defended company against claim owed large sum in executive compensation because of an alleged duty to create a top hat plan providing options in a start-up tech company
  • Panel arbitrator on claim for executive benefits
  • Advise plan administrator on resolution of executive’s SERP claim for benefits.

Robert advises employers on claims regarding executive benefits, and on ERISA fiduciary issues. Robert’s work also includes providing expert testimony and consulting on issues that arise in complex ERISA litigation and benefits claim processing.

Robert has been recognized by Chambers USA and others as a leading attorney in ERISA litigation. Robert is a Fellow and member of the Board of Governors of the American College of Employee Benefits Counsel, and is a former management co-chair of the ABA Labor Section’s Employee Benefits Committee.

Robert is a prolific writer and lecturer on cutting-edge ERISA litigation issues, and he speaks regularly for the ABA and the JCEB on ERISA fiduciary, complex litigation, and executive compensation issues.


Carla M. Oliveira is a Vice President, Associate General Counsel, at Goldman, Sachs & Co. and responsible for employee benefits, executive compensation, and ERISA matters at the firm. Carla’s primary focus is with respect to the firm’s global compensation and employee benefits, including global equity compensation issues and other issues arising in connection with the firm’s corporate transactions and other employee initiatives. She also assists business teams with pension plan and IRA issues. Carla joined Goldman Sachs in 2005 after her employment as an associate in the ERISA Department of Fried, Frank, Harris, Shriver & Jacobson, LLP. Carla is a graduate of New York University School of Law, where she received her J.D. degree and LL.M degree in taxation.


Chris McGoldrick is Research Manager at Equilar, where he supports the firm’s research on executive compensation, corporate governance, and disclosure practices. Chris is responsible for the company’s thought leadership and oversees the production of Equilar’s industry leading content. He has contributed analysis and commentary on numerous topics that have appeared in leading media outlets that include the Associated Press, CNBC, The Washington Post, and Bloomberg. Chris specializes on key issues affecting investors, management, and boards, including equity trends and performance incentives, institutional shareholders and activist investors, regulatory regimes, and board practices. He has spent the majority of his career specializing in executive compensation and corporate governance, with experience at the University of Delaware’s John L. Weinberg Center for Corporate Governance and the Council of Institutional Investors in Washington, D.C. Prior to his career in executive compensation, Chris served as a Teach For America corps member and taught at a KIPP charter school in Newark, New Jersey. Chris holds a B.S. in finance and economics from the University of Delaware.


Elizabeth Drigotas is a Principal in the Washington DC office of Deloitte Tax LLP, focusing on employee benefits and executive compensation.  Ms. Drigotas practices primarily in the areas of nonqualified deferred compensation and equity compensation, including in the context of mergers and acquisitions.  Prior to joining Deloitte Tax, Ms. Drigotas worked as an Attorney Advisor in the Office of the Benefits Tax Counsel for the U.S. Treasury Department.  During her tenure there, she participated in a number of regulatory projects including golden parachute regulations, incentive stock option regulations, and regulatory projects related to qualified plans.  She is a frequent speaker and writer on issues concerning employee benefits and compensation, in particular on the implementation of section 409A.

Ms. Drigotas received an A.B. in History from Bowdoin College in Maine, and a J.D. from the University of North Carolina at Chapel Hill.  She is a member of the Employee Benefits Committee, Section of Taxation, American Bar Association, the State Bar of Texas and the Maryland State Bar Association.


Robert J. Jackson Jr. was appointed by President Donald Trump to the U.S. Securities and Exchange Commission (SEC) and was sworn in on January 11, 2018.

Commissioner Jackson has extensive experience as a legal scholar, policy professional, and corporate lawyer. He comes to the SEC from NYU School of Law , where he is a Professor of Law. Previously, he was Professor of Law at Columbia Law School and Director of its Program on Corporate Law and Policy. Commissioner Jackson’s academic work has focused on corporate governance and the use of advanced data science techniques to improve transparency in securities markets. He was the founding director of Columbia Law School’s Data Lab, which used cutting-edge technology to study the reliability of corporate disclosures. Commissioner Jackson has written more than 20 articles in the nation’s most prestigious legal and economics journals. His published work includes a study shining light on trading activity before the announcement of major corporate events, the first study of the effect of mandatory disclosure required by the JOBS Act on trading by individual investors, and the first comprehensive study of CEO pay in firms owned by private equity. In 2012, Columbia Law School students honored Commissioner Jackson with the Willis L.M. Reese Prize for Excellence in Teaching . He has testified on his scholarship before the U.S. Senate, and his work was previously the subject of rulemaking commentary before federal agencies, including the Federal Reserve and the SEC.

Before joining the Columbia Law School faculty in 2010, Commissioner Jackson served as a senior policy advisor at the U.S. Department of Treasury, working with Kenneth Feinberg, the Special Master for TARP Executive Compensation. In this role, he oversaw the development of policies designed to give shareholders a say on pay, improve the disclosure of executive bonuses, and encourage TARP recipients to more closely tie pay to performance. Earlier in his career, Commissioner Jackson practiced law in the executive compensation department of Wachtell, Lipton, Rosen & Katz.

Commissioner Jackson holds two bachelor’s degrees from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, a master’s degree from Harvard’s Kennedy School of Government, and a law degree from Harvard Law School. He was born in the Bronx, New York, and is a lifelong Yankees fan.


Thomas Scholz is a Senior Counsel in the Executive Compensation Branch of the Division Counsel / Associate Chief Counsel (Tax Exempt and Government Entities Division), Office of Chief Counsel – IRS.  During his tenure at the Office of Chief Counsel, Mr. Scholz has focused primarily on issues involving equity based compensation. Prior to joining the Office of Chief Counsel in 2006, Mr. Scholz spent nearly ten years in private practice, focusing on executive compensation issues. Mr. Scholz received a law degree from the UCLA School of Law and a BA in Economics from the University of California at Berkeley.


Victoria Reese is a Global Practice Managing Partner of the Legal, Risk, Compliance and Government Affairs practice at Heidrick & Struggles, based in the New York Office. Victoria has over 18 years of experience in executive search and leadership services.  Her recent placements include high level infrastructure roles in legal and compliance.  Client companies include Accenture, American Express, JPMorgan Chase & Co., BNY Mellon, MetLife, Caxton, CVS Caremark, United Airlines, FPL Group, Godiva and J. Crew.  In addition to large financial institutions and corporations, Victoria has worked extensively with hedge funds and other investment management companies.  She has also completed lateral partner and infrastructure assignments for Mayer Brown, Fried Frank, Covington & Burling and Wachtell Lipton.  Victoria regularly speaks at conferences and symposiums regarding the legal and search industry and has published articles on leadership trends, marketing in professional services firms and the attraction and retention of top talent.

Prior to joining Heidrick & Struggles, Victoria worked for a boutique financial services recruitment firm.  At her former firm, she recruited senior management in both operational and marketing roles.

Victoria earned a B.A. degree in Art History from Vassar College.  She is the co-Chair of the Board of Directors at The Play Company in New York, a not-for-profit theater.  She is also on the Capital Campaign Committee at the Windward School.


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.