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Hot Issues in Executive Compensation 2017


Speaker(s): Adam J. Shapiro, Andrew L. Oringer, Arthur H. Kohn, Bindu M. Culas, Brian V. Breheny, Charles M. Elson, Charmaine L. Slack, Daniel S. Laddin, Eve Sopko, Henry I. Morgenbesser, Hon. Kathaleen S. McCormick, Irv Becker, Jeanie Cogill, Jeannemarie O'Brien, Kelly Sullivan, Linda E. Rappaport, Marc R. Treviño, Matthew Goforth, Regina Olshan, Robert J. Neis, Robert W. Rachal
Recorded on: Sep. 19, 2017
PLI Program #: 180670

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.


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.


Arthur Kohn is a partner at Cleary Gottlieb Steen and Hamilton LLP. His practice focuses on compensation and benefits matters, including executive compensation, pension compliance and investment, employment law and related matters.

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

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

Arthur joined Cleary in 1986 and became a partner in 1995.

He received a B.A. from Columbia University and a J.D. from Columbia Law School, where he was a Harlan Fiske Scholar and received Phi Beta Kappa honors.


Brian V. Breheny heads the firm’s SEC Reporting and Compliance practice.  He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations and the federal proxy rules.

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, legal and regulatory policy. 

During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.

Mr. Breheny serves as a member of the board of directors of the Society for Corporate Governance and repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100.  He also has been selected for inclusion in Best Lawyers in America, The International Who’s Who of Corporate Governance Lawyers and Chambers USA: America’s Leading Lawyers for Business.


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.


Dan Laddin is a founding partner of Compensation Advisory Partners in New York.  He consults with Boards and management in all areas of executive compensation, including annual and longterm incentive design, performance measurement, target setting, and regulatory/compliance issues, as well as outside director compensation programs. Dan was named to the National Association of Corporate Director’s Directorship 100 for his contribution and influence in board rooms. 

Dan has approximately 20 years of experience working with both private and public companies across industries.  Dan works closely with Committees to ensure strong governance of their executive compensation programs to drive performance and align with shareholders. 

Prior to joining CAP, Dan was a principal in Mercer’s Human Capital business.  Dan joined Mercer through the acquisition of SCA Consulting in 2001.  Prior to that, Dan was a CPA and worked as an auditor in KPMG's business assurance practice.  He also worked at David Berdon & Company where he provided both audit and tax services to clients in various industries.

Dan has authored several articles, including “Balancing Pay for Performance with Shareholder Alignment” (Ethical Boardroom), “Executive Compensation: Transition from Private to Public” (CapFlash) and leads CAP’s Annual Report on Director Compensation.  

Dan teaches executive compensation through WorldatWork and is a regular speaker at events such as NACD, Equilar and WorldatWork.  He is regularly quoted in leading publications of the business press, including Agenda, BusinessWeek and CNBC.

Dan received his MBA from the University of Chicago Graduate School of Business and

graduated magna cum laude from the University of Albany with a BS in Accounting.  He is also a member of Beta Gamma Sigma honor society.


Eve V. Sopko is a Director in KPMG LLP’s Compensation and Benefits practice in Boston, Massachusetts. She is a CPA and has spent more than 20 years assisting clients with regulatory, tax, and administration issues associated with executive compensation programs and employee benefit plans.

As a member of KPMG’s Compensation and Benefits practice she advises clients regarding non-qualified retirement plans, executive compensation arrangements (employment, retention, severance, change in control), fringe benefit arrangements (travel and business expense reimbursement arrangements), as well as equity compensation programs. She also works with KPMG’s audit and tax groups to assess the impact of compensation and benefit issues on financial statements and tax returns, including exposure items under ASC 740 and ASC 450.  Eve has extensive merger and acquisition experience, including assisting both strategic and financial clients in assessing and quantifying the compensation and benefit tax issues arising in corporate transactions. She has served as the project manager or advisor on numerous golden parachute engagements, involving both privately held and publicly traded companies (Fortune 10 to Fortune 1000 organizations).


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.


Jeanie Cogill practices in the executive compensation, pension plan investments, and employee benefits areas of law. She advises public and private companies on all aspects of executive compensation arrangements, including equity incentive programs, golden parachute arrangements, performance incentive arrangements, severance programs, and nonqualified deferred compensation plans.

Jeanie also regularly advises public and private companies and private equity clients in connection with executive compensation and employee benefits issues arising in the context of mergers, acquisitions, spin-offs, restructurings, and similar corporate transactions. She advises banks, broker-dealers, and other financial services clients on the fiduciary responsibility provisions of ERISA, including considerations associated with the structuring, developing, and offering of financial products and services to ERISA plans. In addition, she represents investment managers, hedge funds and private equity funds, and their principals in connection with fund structuring for ERISA and operational compliance with ERISA, providing counsel on fiduciary responsibility, prohibited transaction, VCOC, REOC, and other plan assets issues. 

Jeanie helps employers, management, and plan fiduciary committees, design and administer tax-qualified pension plans, health and other welfare plans, and counsels them on their fiduciary compliance responsibilities and the handling of claims and litigation.

Jeanie is a chapter author of the Section 409A Handbook (BNA Books 2010).


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.

 


Kathaleen (“Katie”) McCormick litigates internal governance issues and complex commercial disputes, appearing most often in the Delaware Court of Chancery. She is known for her deep knowledge of Delaware’s constantly evolving legal standards, and her ability to apply that knowledge quickly to assess risk and inform her clients’ litigation strategy.

Katie’s litigation practice frequently involves expedited proceedings, including requests for temporary restraining orders and preliminary injunctive relief.  Katie has experience in a variety of substantive areas, including Delaware corporate and alternative entity law, mergers and acquisitions, litigation relating to executive and director compensation issues, access to books and records, indemnification and advancement, complex contractual agreements, arbitration agreements, covenants not to compete, and trade secret misappropriation.

DISTINCTIONS

• Chambers USA - America's Leading Lawyers for Business, Chancery, 2016-present
• Recipient of the Roxana Arsht Fellowship for work in the non-profit legal sector

MEMBERSHIPS AND AFFILIATIONS

• Delaware State Bar Association, Women and the Law Section, Member
• Delaware Volunteer Legal Services, Volunteer
• First State Montessori Academy, Inc., Founder and Board Member
• St. Patrick's Day Society, Member

EDUCATION

• Notre Dame Law School, J.D.
• Harvard University, A B cum laude

 


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

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

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

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


Bindu, 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.


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

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

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

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

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

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

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


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.


Marc Treviño is the head of Sullivan & Cromwell’s corporate governance practice, the managing partner of its executive compensation group, and a founding member of its financial institutions 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., Phi Beta Kappa, 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.

For over twenty years Mr. Treviño has represented prominent institutions and individuals in their most public and challenging transactions. His clients have included AIG, Anthem, Bank of Butterfield, Bank of New York Mellon, Barclays, Cheniere, CIT Group, The Clearing House Association, Evercore, Fiat Chrysler Automobiles, Fortress, Goldman Sachs Group, ISS, JPMorgan Chase, Kodak, Lending Club, Microsoft, Moody’s, New York Stock Exchange, Priceline, RBS Citizens Financial Group, SandRidge Energy, Sotheby’s, UBS, UNFI, Vector Group, Verily Life Sciences, Volkswagen, Waymo and Wells Fargo & Company. Many of his most important matters are resolved without public attention.

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.


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. For the last 7 years, 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 recently published 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.


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.


Matthew Goforth is Equilar’s lead content researcher and managing editor of industry leading publications covering executive compensation and corporate governance. His analysis and insights are cited regularly in regional and national media, including Agenda and Bloomberg News. Prior to joining Equilar, Matthew was Research Fellow and Project Manager at Stanford Law School’s Securities Litigation Analytics. He has an extensive background in academic research, and graduated with honors from Stanford University.