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Annual Disclosure Documents 2016

Speaker(s): Aaron Briggs, Amy J. Dorfmeister, Brian Sandstrom, David A. Kanarek, Deborah C. Lofton, Doreen E. Lilienfeld, Edward A. Hauder, Joan E. McKown, John Roe, Keir D. Gumbs, Kenneth R. Lench, Lacey Elberg, Lillian Brown, Lisa Vicens, Mary J. Mullany, Melissa L. Burek, Michael L. Hermsen, Peter W. Hennessey, Richard H. Grubaugh, Sandra L. Flow, Scott Lesmes, Suzanne Hayes, Todd J. Russo
Recorded on: Dec. 12, 2016
PLI Program #: 150112

Amy Dorfmeister is a partner in Ernst & Young’s Philadelphia office with over 20 years of experience primarily serving clients in the life sciences and health industries. Amy works closely with and for multi-location, complex public and private high growth companies bringing experience in accounting and auditing services, financial reporting, SEC registration statements and reporting, public and private offerings and advisory services related to mergers and acquisitions and transaction support. Amy serves publicly traded global organizations and venture and private equity backed companies in the region.

Amy is a member of the EY Philadelphia office Diversity & Inclusiveness Council and plays an active role in EY’s professional women’s network.  Amy also served as the East Central Region Initial Public Offering Leader and is the CPA partner champion for the office.

Amy received a BS in Accounting from American University and is a member of Pennsylvania BIO, the Healthcare Financial Management Association, and currently serves on the Board of Directors of the Boys and Girls Club of Philadelphia.

David Kanarek is a Vice President and Group Counsel in the General Counsel’s Organization of American Express Company. His areas of practice include securities regulation, corporate governance matters, and capital markets and derivatives legal support. He advises the company and senior management on disclosure matters, including current, quarterly and annual SEC reporting, bank holding company disclosures, Regulation FD compliance and media policies. David also counsels on NYSE-listed company issues, auditor independence and whistleblower investigations. He advises the American Express Foundation and the company’s Corporate Social Responsibility program.

Prior to joining American Express, David was a senior associate in the Capital Markets and Corporate Governance group of the law firm of Fried, Frank, Harris, Shriver and Jacobson LLP.  At Fried Frank, David specialized in corporate finance transactions, including the representation of issuers and underwriters in domestic and international securities offerings, corporate restructurings and acquisition financings.

Prior professional speaking engagements include The Conference Board’s “Recent Changes to SEC Disclosure Requirements” (2019), Practising Law Institute’s Annual Disclosure Documents (2016-2018), a PLI program on high-yield debt offerings, the Society for Corporate Governance on non-GAAP financial measures and FSO Knowledge Exchange conferences as a panel member on Business Process Management and Dodd-Frank regulation implementation.

David is a graduate of Rutgers College where he majored in History and holds an MBA from Rutgers Business School and a JD from Columbia University School of Law.  At Columbia, David was the editor-in-chief of the Columbia Journal of European Law and was a member of the Columbia Business Law Review.  He is licensed to practice law in New York and New Jersey.

Debbie Lofton is Vice President, General Counsel and Secretary for Qlik Technologies Inc.  Qlik, a leader in visual analytics delivering an intuitive platform for self-service data visualization, guided analytics, embedded analytics and reporting to over 40,000 customers.  Debbie is a member of the executive management team and responsible for providing legal support to the business on operational issues and developing and implementing business processes to achieve business goals and mitigate risk. She also handles corporate governance compliance programs, joint venture and M&A transactions, intellectual property activities and manages internal and external legal resources.

Over her 20 years in corporate law, Debbie has served as SVP, General Counsel and Secretary for InfraSource Services, Inc., SVP and General Counsel for SunGard Availability Services, EVP and General Counsel of RMH Teleservices Inc. and VP-Legal and Assistant General Counsel for SunGard Data Systems.  Debbie began her legal career at Morgan, Lewis & Bockius in Philadelphia.

Debbie holds a J.D. from the University of Virginia School of Law and a B.A. from the University of Virginia.  She is a member in good standing of the Pennsylvania and District of Columbia Bar Associations.

Doreen E. Lilienfeld is Global Head of the Governance & Advisory Group and the Team Leader of the Compensation, Governance and ERISA practice.

She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives. She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters and high profile individuals in their employment and severance negotiations.

Doreen has been a resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. For the past seventeen years, Doreen has spearheaded the publication of the Shearman & Sterling survey of the compensation-related corporate governance practices of the largest 100 domestic issuers. She is a lecturer in Executive Compensation at the Berkeley School of Law.

Doreen is the winner of the Euromoney Americas Women in Business Law Award for Best in Corporate Governance (2018) and was included in the “Notable Women in Law” list by Crain’s New York Business (2019).

Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the president-elect of the board of trustees of the SEC Historical Society. She also serves on the Executive Committee of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.

Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”

Kenneth R. Lench is a partner in Kirkland's Government & Internal Investigations Practice Group in the Washington, D.C. office. His practice focuses on representing, and conducting internal investigations for, financial services and public companies relating to matters before the Securities and Exchange Commission (SEC) and other Federal, state and self-regulatory organizations (SROs). Ken handles matters in all of the major programmatic areas of the securities laws, including complex securities transactions, financial and accounting fraud, Foreign Corrupt Practices Act violations, frauds by broker-dealers, hedge fund advisers and other asset managers, insider trading, and market manipulations. Ken also represents boards of directors and associated communities, as well as senior executives and other employees, of these companies.

Prior to joining Kirkland, Ken served for 23 years in several positions at the U.S. Securities and Exchange Commission. In his last role at the SEC, Ken served as Chief of the Structured and New Products Unit of the Division of Enforcement, which was created in 2010 as a specialty group of more than 45 professionals nationwide focusing on abuses in markets for complex securities, including asset-backed securities and derivatives. In that role, he was responsible for building and managing the unit and supervised wide-reaching  investigations into markets for collateralized debt obligations and residential mortgage-backed  securities, resulting in $1.7 billion in recovered funds for investors in those products.

Ken previously held various senior positions at the SEC's Enforcement Division including assistant director, assistant chief counsel, branch chief and senior counsel, dming which time he supervised and conducted numerous complex and wide-reaching investigations into violations of the Federal securities laws. As an assistant director, Ken spearheaded the SEC's major auction rate securities matters, which resulted in some of the largest settlements in SEC history and, in all, provided for more than $60 billion in liquidity to tens of thousands of investors.

Besides his extensive Enforcement Division experience, Ken served a stint in the SEC's Division of Corporation Finance, where he reviewed registration statements, proxy materials and periodic reports involving initial public offerings, secondary offerings, tender offers, mergers and acquisitions, going­private transactions, shelf offerings and proxy contests. Ken was in private practice prior to his arrival at the SEC.

Lacey Elberg is Assistant General Counsel & Assistant Corporate Secretary at Johnson & Johnson. Through its family of companies, Johnson & Johnson is engaged in the research and development, manufacture and sale of a broad range of products related to human health and well-being in virtually all countries of the world.  Ms. Elberg was appointed Assistant Corporate Secretary in September 2010.  Her responsibilities include providing legal counsel to the corporation on matters of corporate governance, securities regulation and public company disclosure.

Ms. Elberg joined Johnson & Johnson in 2007 as Senior Counsel in the Law Department’s Business Development Group.  In that role, Ms. Elberg advised on numerous transactions for the Pharmaceuticals Group.  Prior to joining Johnson & Johnson, Ms. Elberg was an associate at the law firm of Ropes & Gray LLP, practicing in the New York and Boston offices of the firm. While in private practice, Ms. Elberg provided legal counsel on leveraged buy-out transactions, fund formations, and to issuers and underwriters on securities offerings.

Ms. Elberg received a Bachelor of Science degree in Managerial Economics from the University of California, Davis and her Juris Doctor degree from Harvard Law School.

Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group in WilmerHale's Washington, DC office. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, proxy access and shareholder activism and engagement.  Before joining WilmerHale in 2013, Ms. Brown served in a number of capacities in the SEC’s Division of Corporation Finance, including Counsel to the Division Director.

Lisa Vicens’ practice focuses on a broad spectrum of securities enforcement and investigations, as well as securities litigation, with a concentration in complex, cross-border issues. She frequently works on matters in Latin America, particularly enforcement matters involving clients in the region. Lisa’s litigation practice includes many notable securities actions and high-profile civil cases.

Among others, Lisa’s notable experience includes representing, among others, Petrobras, PGF and current and former officers and directors in securities fraud class action litigation and 29 individual actions in the U.S. District Court for the Southern District of New York in connection with Operation Carwash — reportedly the largest corruption scandal in Latin American history; Bank of America Merrill Lynch in numerous ongoing individual securities actions filed across the country in connection with the issuance and underwriting of mortgage-backed securities; CARBO Ceramics in a federal securities class action litigation in securing dismissal of the complaint; Overseas Shipholding Group (OSG) in civil class action litigation and SEC enforcement matters involving international tax issues; and various entities within the Crédit Agricole group in litigation arising from the Madoff Ponzi scheme.

Lisa has also advised on a number of governmental and internal investigations, including for leading financial institutions, including, among others, representing GOL Linhas Aereas Inteligentes S.A. in an FCPA investigation before the SEC and DOJ and IMAX Corporation in SEC and Ontario Securities Commission investigations into alleged accounting fraud.

Lisa regularly writes about issues relating to FCPA and enforcement matters. Her recent publications include “Making Disclosures To Auditors Without Waiving Privilege” in Law360, “District Judge Rules That Dodd-Frank Allows SEC to Bring Securities Fraud Claims Over Certain Foreign Transactions” in Oxford Business Law Blog, “Acting SEC Chair’s Steps to Centralize the Process of Issuing Formal Orders—Are Commentators Drawing the Right Lessons?” in Harvard Law School Forum on Corporate Governance and Financial Regulation, “Department of Justice Foreign Corrupt Practices Act Enforcement Initiatives” in Cleary Gottlieb’s Selected Issues for Boards of Directors in 2017, “Cleary Explores Appeals Court Split Over SEC Administrative Cases” in Columbia Law School’s Blog on Corporations and the Capital Markets and “The Future of SEC Administrative Proceedings” in Law360 and Harvard Law School Forum on Corporate Governance and Financial Regulation.

In addition to her various publications and speaking engagements, Lisa serves on the Diversity Steering Committee for the Association of Corporate Counsel and the Community and the Courts Initiative of the Second Circuit Court of Appeals.

Lisa served as a law clerk to the Honorable Kenneth Karas of the U.S. District Court for the Southern District of New York from 2008–2009. She received a J.D. from New York University School of Law, a M.A. from Georgetown University and a B.S. from Georgetown University.

She joined the firm in 2005 and became a partner in 2015.

Mary Mullany is a partner in the Business and Finance Department of Ballard Spahr LLP, located in the firm’s Philadelphia office.  She is a member of the Securities, Mergers and Acquisitions/Private Equity, Health Care, Employee Benefits and Executive Compensation and Life Sciences/Technology practice groups of Ballard Spahr.

Ms. Mullany concentrates her practice in the areas of securities disclosure, executive compensation (equity and cash-based), mergers and acquisitions, corporate financing (public and private), corporate governance, health care law, general corporate law and business counseling.  Her client base includes public and private companies in a variety of industries, including health care, life science/biotech, technology, manufacturing and utilities.  She also represents start-up entities in health care.  Before becoming an attorney, Ms. Mullany was a registered nurse with experience in critical care and risk management.  She received her Bachelor of Science degree in Nursing from the University of Pennsylvania, her Masters in Nursing Administration from Widener University and her J.D. from Villanova University.

Melissa Burek is a founding Partner of Compensation Advisory Partners LLC (CAP) in New York. She has 25 years of experience consulting with Boards and management in all areas of executive and director compensation, including compensation strategy, annual and long-term incentive plan design, performance measurement/reward linkages and regulatory and governance issues.

Melissa has assisted numerous Fortune 250 companies with developing compensation strategy and designing and implementing pay programs that support business objectives and shareholder interests. She has advised companies involved in initial public offerings, restructurings and executive leadership changes.  Melissa has significant experience in the insurance, manufacturing, consumer products, and pharmaceutical industries, as well as having worked with public and private companies.

Prior to joining CAP, Melissa was a Principal at Mercer’s Human Capital business for eleven years. Prior to that she was a Director in KPMG’s Performance and Compensation Consulting practice. She also worked in HR with the Ford Motor Company.

Melissa received a BBA and MBA from the University of Michigan’s Graduate School of Business Administration. 

Mike Hermsen has an extensive practice that focuses on securities matters, including the representation of issuers in securities offerings and liability management transactions, corporate clients in connection with compliance, reporting and stock exchange matters and companies, boards of directors and management on, among other things, corporate governance matters and executive compensation disclosures and reporting.

Prior to joining Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.


  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.

Peter W. Hennessey is an experienced corporate and securities attorney who represents public and private companies, investment banks, and venture capital firms in a broad range of capital markets transactions. Mr. Hennessey handles initial public, follow-on, and secondary equity offerings, and investment-grade, high-yield, and convertible debt offerings.

Mr. Hennessey represents public and private companies in general corporate and securities law matters, Sarbanes-Oxley compliance, and exchange-listing standards. He advises public companies on stock exchange listing and compliance requirements under the Securities Exchange Act of 1934. He also represents private companies and venture capital firms in capital raising transactions, and represents both buyers and sellers in strategic M&A transactions.

Richard H. Grubaugh is a Senior Vice President of D.F. King & Co., Inc. and co-director of the Corporate Proxy Division.  Rick primarily advises corporations and shareholders involved in complex shareholder transactions specializing in corporate control situations such as proxy contests, mergers and unsolicited tender offers. 

Some of recent assignments Rick assisted with include Procter & Gamble in its defense of activist Trian Partners, Broadcom in its proposed acquisition of Qualcomm and USG’s defense of an unsolicited offer from Knauf Group.

Prior to joining D.F. King, Rick was a founding partner of Beacon Hill Partners, Inc.  Rick began his proxy solicitation career at the Carter Organization, Inc., joining that firm in 1986. 

Sandra L. Flow is a partner based in the New York office.

Ms. Flow's practice focuses on capital markets and corporate governance.  She has represented both U.S. and international issuers, as well as underwriters, in a variety of SEC-registered and private securities offerings, as well as domestic and cross-border listings.  She has also participated in the development of new financial instruments and related offerings.  Ms. Flow's corporate governance practice includes advising companies on a wide range of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act and listing standards of the NYSE and Nasdaq.  She has also advised a number of companies on issues relating to financial statement restatements.

Ms. Flow has been recognized as a "leading lawyer" for capital markets by the IFLR 1000:  The Guide to the World’s Leading Law Firms and distinguished for her capital markets practice by The Legal 500 U.S.

Ms. Flow frequently speaks on corporate governance and capital markets matters. She is a Co-Chair of the Practicing Law Institute’s program on Annual Disclosure Documents.  She has also served as a consulting editor of and contributor to The NYSE IPO Guide (2nd Ed., Caxton, 2013) and co-authored “Mixing Meat and Minerals on Compelled Commercial Speech” on Law360 (Sept. 2015) and "Not Just Financial Reform: Dodd-Frank's Executive Compensation & Governance Requirements" in The Corporate Governance Advisor (Aspen, September/October 2010).

Ms. Flow is a member of the Bar in New York.  She is a former Chair of the Committee on Securities Regulation of the New York City Bar Association and is Chair of the Board of the Public Interest Law Foundation at Columbia, Inc.

Scott Lesmes serves as co-chair of Morrison & Foerster’s Corporate Finance | Capital Markets practice. Mr. Lesmes primarily counsels public companies with respect to corporate and securities matters. He advises management and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns. Mr. Lesmes counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.

Prior to rejoining private practice, Mr. Lesmes served as in-house counsel at two public companies. He was the Chief Legal Officer for Allied Capital Corporation, formerly a NYSE-listed business development company, and Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Mr. Lesmes draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor.

Mr. Lesmes also serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee.

Todd J. Russo is the Senior Vice President, General Counsel & Secretary of Buckeye Partners, L.P.  Buckeye is a New York Stock Exchange-listed master limited partnership based in Houston, Texas that owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products.  In his capacity as General Counsel, Mr. Russo is responsible for the legal affairs of Buckeye and advises management and the board of directors on a variety of legal and corporate governance matters.  Mr. Russo is a member of the General Counsel Steering Committee of the National Association of Corporate Directors (NACD).

Aaron Briggs is of counsel in Gibson Dunn’s San Francisco, CA office, where he works in the firm’s securities regulation and corporate governance practice group. Mr. Briggs’ practice focuses on advising public companies of all sizes (from pre-IPO to mega-cap) and industries (from tech to financial services), as well as their boards of directors, on a wide range of securities and governance matters, including:

  • SEC compliance matters, including Exchange Act reporting, Securities Act registration issues, earnings releases and investor presentations, financial reporting and internal/disclosure control issues, securities law compliance (e.g., Section 16, Reg FD, Reg G, insider trading), auditor issues
  • Corporate governance matters, including compliance with state corporate laws and NYSE/Nasdaq requirements, board/committee operations effectiveness, board evaluations, board composition and diversity, independence issues, fiduciary duties
  • ESG and sustainability matters, including disclosure, integrated reporting, engagement with ratings agencies and other stakeholders, risk management, board oversight
  • Investor engagement matters, including disclosure usability and proxy/10-K redesigns, investor and proxy advisory firm expectations and engagement, shareholder communication effectiveness
  • Annual meeting matters, including proxy statement compliance and effectiveness, proxy timeline and supplier management, proxy solicitation issues and effectiveness, meeting conduct best practices and issues, virtual meeting implementation
  • Shareholder activism matters, including shareholder proposals, vote-no campaigns, adverse proxy advisor vote recommendations, hedge fund activism
  • Executive compensation matters, including best practices, board oversight and governance, CD&A and other disclosures, SEC registration issues, investor expectations, equity plan design

Before rejoining Gibson Dunn, Mr. Briggs served for five years as Executive Counsel – Corporate, Securities & Finance, at General Electric Company. His in-house experience—which included responsibility for SEC reporting and compliance, board governance, proxy and annual meeting, investor outreach and executive compensation matters, and included driving GE’s revamp of its full suite of investor communications (proxy statement, 10-K, earnings releases, and integrated report)—provides a unique insight and practical perspective on the issues that his clients face every day.

Awards and Accolades
In 2016, Corporate Secretary Magazine named Mr. Briggs Governance Professional of the Year. Mr. Briggs’ work has also been recognized by Financial Executives International, ReportWatch, Sustainability Investment Leadership Council, and

Recent Publications and Speaking Engagements
Mr. Briggs is a frequent speaker on governance, proxy and securities disclosure panels and is a member of the Society for Corporate Governance.

“Proxy Disclosure Effectiveness” chapter in A Practical Guide to SEC and Proxy Compensation Rules (co-author with Irving Gomez of Intel)
Board Communications and Proxy Disclosure Effectiveness for Small and Mid-Cap Companies, Society for Corporate Governance National Conference, San Diego (June 2019)
Challenges in 2019: What You and Your Board of Directors Should Expect, Society for Corporate Governance Western Chapter, Palo Alto (March 2019)
21st Century Boards, Gibson, Dunn & Crutcher MCLE Blitz, San Francisco (January 2019)
SEC Update and Executive Compensation Developments, Center for Professional Education SEC Conference, San Jose (December 2018)
Disclosure 2018 and Beyond: From Cybersecurity to Human Capital, Society for Corporate Governance Eastern Regional Conference, New York (September 2018)
SEC Reporting Primer, Gibson, Dunn & Crutcher In-House Academy, San Francisco (June 2018)
Advanced Issues in Corporate Minutes and Drafting the Proxy Statement, Society for Corporate Governance Essentials Conference, Orlando (January 2018)
Board Composition in a Changing Environment, Society for Corporate Governance National Conference, San Francisco (June 2017)
Integrated Reporting, Sustainability Investment Leadership Conference, New York (May 2017)
MD&A Disclosure Practices and Emerging Disclosure Challenges, Practicing Law Institute Annual Disclosure Conference, New York (December 2016)
Sustainability for Investor Relations Professionals, National Investor Relations Institute, New York (November 2016)
Proxy Design and Pay Ratio, Proxy Disclosure Conference, San Diego (October 2016)
The Future of Proxy Statements, Society for Corporate Governance National Conference, Colorado Springs (June 2016)
Corporate Disclosure Update, Compliance Week National Conference, Washington, DC (May 2016)

Academic Experience
Mr. Briggs received his Juris Doctorate from the University of Chicago Law School in 2007, where he was a Kosmerl Scholar. He received his Bachelor of Arts with high honors from the University of Notre Dame in 2004.


University of Chicago - 2007 Juris Doctor

University of Notre Dame - 2004 Bachelor of Arts

California Bar

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.


Brian Sandstrom is Executive Counsel, Corporate, Securities & Finance at General Electric Company, based in Boston, Massachusetts.  In this role, he is responsible for advising the Board of Directors on corporate governance matters, handling shareholder proposals, ensuring securities law compliance and advising on financial transactions.  Before joining GE, Mr. Sandstrom practiced law in the New York and Rome offices of Cleary Gottlieb Steen & Hamilton LLP, where he focused on corporate transactions and governance matters.  Mr. Sandstrom earned his law degree from Stanford Law School, a Master’s degree in International Business and Law from the University of Sydney, and his Bachelor’s degree from Northwestern University.  He is a past member of the New York City Bar’s Securities Regulation Committee.

Suzanne Hayes is an Assistant Director in the Office of Healthcare and Insurance, one of the 11 specialized industry offices in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Suzanne oversees the disclosure review program for the Office, which is responsible for the filing reviews of companies in the pharmaceutical, biotechnology and insurance industries.  Previously, she served as the Assistant Director for the Office of Financial Services II, the Legal Branch Chief and Special Counsel in the Office of Healthcare and Insurance and an Attorney-Advisor in the Office of Real Estate and Commodities.  Suzanne joined the Commission in 1998.  She has a B.A. from Providence College, a M.S/M.B.A from Northeastern University and J.D. from Catholic University.

  • Leading Advisor and Practical Thought Leader: Ed is known industry-wide as a leading advisor on executive compensation matters. He serves on’s Executive Compensation Task Force, maintains his acclaimed equity compensation blog,, as well as his blog, and is a practical thought leader on compensation matters.
  • Experience Across a Range of Industries: Ed has consulted with companies in multiple industries on all aspects of executive and director compensation. He focuses on helping companies design compensation programs that achieve their strategic goals and objectives, while at the same time keeping them out of the penalty box with shareholders and the media. Ed also helps companies understand and find practical solutions for technical matters impacting compensation, e.g., financial accounting, securities, tax, and corporate governance issues. His expertise includes ISS compensation modeling and policies, which enabled him to create the Flexible Share Authorization to maximize equity plan flexibility.
  • Clients: Ed’s clients include both public and private companies (with revenues ranging from several million dollars to multi-billions of dollars) from a variety of industries, including business services, energy, financial, hospitality, insurance, manufacturing, pharmaceutical, retail, and technology. Ed has also worked extensively with family-owned companies, majority owner-controlled companies, and controlled subsidiaries.
  • Frequent Author and Speaker: Ed’s recent articles have appeared in The Corporate Board, workspan Weekly, Bloomberg BNA’s Executive Compensation Library, Tax Management Compensation Planning Journal, and Benefits & Compensation International. Ed regularly addresses local, regional, and national gatherings on compensation, including the American Bar Association, the Institute for Human Resources, the National Association of Stock Plan Professionals, the Practising Law Institute, and WorldatWork.
  • Background and Education: Before joining Exequity, Ed was a Principal at Buck Consultants where he led the Technical Solutions and Innovation Team. Prior to that, Ed was a member of Hewitt Associates’ Executive Compensation Center of Technical Excellence. Ed received a B.A. in International Relations from Juniata College, a J.D., cum laude, from Seattle University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law.