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SEC's Pay Ratio Rule: What Companies Need to do to Prepare


Speaker(s): Avrohom J. Kess, Daniel J. Ryterband, Yafit Cohn
Recorded on: Oct. 15, 2015
PLI Program #: 157895

Daniel J. Ryterband is Chief Executive Officer of Frederic W. Cook & Co., where he consults to organizations on all aspects of executive compensation strategy and design, including tax, accounting, and securities law implications, as well as matters of corporate governance.  

Dan has 26 years of consulting experience and his clients include U.S. and overseas multinationals in a variety of industries, as well as smaller start-up organizations.  Representative clients include Automatic Data Processing, Ameriprise Financial, Best Buy, Campbell Soup, Citigroup, Clorox, Colgate-Palmolive, Danaher, GE, IBM, Macy’s, Merck, MillerCoors, Office Depot, PepsiCo, Sprint, Thomson Reuters, and Travelers.  Dan also works with smaller companies and private equity financed companies in a variety of industries.  Dan has extensive experience in working with Board Compensation Committees and generally attends or participates in over 100 Committee and/or Board meetings annually. 

He is a frequent writer and speaker on emerging issues in the field.  He has spoken at numerous conferences including those held by the Conference Board, the Harvard Business School, the National Association of Stock Plan Professionals, the American Society of Corporate Secretaries, the American Bar Association, the Practicing Law Institute, Northwestern University’s Kellogg School, WorldatWork, the Association of Executive Search Consultants, Financial Executives International, and other related trade and educational organizations.

Dan has been a guest speaker in the graduate programs at the Harvard Business School, the Leonard N. Stern School of Business at New York University, and Fordham Law School.  He is also a past member of the teaching faculty at WorldatWork, in which he taught courses on executive compensation to industry professionals.  Dan has also been a presenter at the Conference Board’s Directors’ Institute, which provides intensive interactive educational sessions for corporate directors on executive compensation and other governance issues, as well as other Conference Board educational programs. Most recently, Dan served as an advisor to the Conference Board’s Task Force on Executive Compensation.  He also served as a special advisor to the New York Stock Exchange in shaping the shareholder approval rules applicable to equity compensation plans.  He also served as a Commissioner on the National Association of Corporate Directors’ Blue Ribbon Panel on the role of the Compensation Committee.  

He is a graduate of Rutgers University (BS, environmental business economics) and New York University’s Leonard N. Stern School of Business (MBA, finance and management).   He is also a certified employee benefit specialist (CEBS) and a Certified Executive Compensation Professional (CECP).

Consulting Services

• Compensation Committee Advisor
• Total Compensation Reviews
• Strategic Incentives
• Specific Plan Reviews
• Competitive Comparisons
• Ownership Programs
• Director Compensation
• Executive Recruitment/Retention
• Severance Packages
• Equity Incentives
• Regulatory Services
• Private Companies/Pre-IPO
• Restructurings
• Shareowner Voting Issues
• Corporate Governance


Yafit Cohn is an Associate in the Firm’s Public Company Advisory Practice. Her practice focuses on advising public companies on issues pertaining to securities law and corporate governance. Yafit regularly assists corporate management and boards of directors on a wide range of matters, including SEC reporting and disclosure requirements, shareholder proposals, the impact of proxy advisory firms, and responses to formal and informal SEC inquiries. Yafit’s recent clients have included Accenture, Ingersoll-Rand, L-3 Communications, PPL Corporation and The Travelers Companies, Inc.

Yafit received her J.D. in 2004 from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and her B.A., summa cum laude, in 2001 from Columbia College. She was admitted to the New York Bar in 2005.

Recent Publication

  • “Privilege and Work Product in Internal Investigations,” New York Law Journal (Apr. 10, 2014)
  • “Litigation Fee-Shifting Bylaws Facially Valid in Delaware,” New York Law Journal (June 12, 2014)
  • “Attorney-Client Privilege in Internal Investigations,” New York Law Journal (Aug. 14, 2014)
  • “‘Loser Pays’ Rules Make A Comeback,” Wall Street Journal (Opinion) (Aug. 28, 2014)
  • “Intra-Law Firm Communications, Conflicts of Interest, and the “Fiduciary Exception” to the Attorney-Client Privilege,” Business Law Today (Sept. 2014)
  • “CEO Succession: Principles and Considerations,” Practical Law (Oct. 2014)
  • “Enforceability of Board-Adopted Forum Selection Bylaws,” New York Law Journal (Oct. 9, 2014)
  • “The Scope of the False Claims Act’s First-to-File Bar,” ABA’s Commercial & Business Litigation (Nov. 21, 2014)
  • “Playing the Dodd-Frank Shaming Game,” Wall Street Journal (Opinion) (Dec. 3, 2014)
  • “Pleading Corporate Scienter: Circuits Split on Standard,” New York Law Journal (Dec. 11, 2014)


Avrohom J. (“A.J.”) Kess is a Partner at Simpson Thacher & Bartlett LLP, where he is a member of the Firm’s Corporate Department and the Head of the Public Company Advisory Practice. A.J. advises clients on public and private offerings of securities and a wide range of general corporate and securities law matters. A.J. also regularly advises boards of directors and their committees regarding governance-related matters.

A.J.’s clients include large, multinational corporations such as Accenture plc, Genesee & Wyoming Inc., L-3 Communications Holdings, Inc. and The Travelers Companies, Inc., which he counsels regarding general corporate, securities laws and governance matters. A.J. represented Ford Motor Company in connection with its $23.5 billion financing, one of the largest corporate financings in history. In addition, A.J. advised Accenture on its worldwide reorganization effected in connection with its initial public offering, as well as its subsequent redomiciliation from Bermuda to Ireland. A.J. has also represented major investment banking firms, including JPMorgan and Morgan Stanley, in connection with various securities offerings.

A.J. served as special counsel, along with other Simpson Thacher & Bartlett attorneys, to The Conference Board Commission on Public Trust and Private Enterprise in connection with its issued “findings and recommendations” regarding executive compensation, corporate governance and audit and accounting matters.

A.J. is a frequent speaker and author on corporate governance matters. A.J. was recognized by Chambers Global: The World’s Leading Lawyers for Business 2011and Chambers USA: America’s Leading Lawyers for Business 2010 as a leading lawyer in Capital Markets: Debt & Equity.

A.J. has been with the Firm since 1995. He received his B.S. in Accounting in 1989 from Brooklyn College, where he was a member of the Alpha Sigma Lambda Society, and he received his J.D., cum laude, from New York University in 1994. He was admitted to the New York Bar in 1995.