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Hot Issues in Executive Compensation 2018


Speaker(s): Adam J. Shapiro, Andrew L. Oringer, Arthur H. Kohn, Bindu M. Culas, Charles M. Elson, Courtney Yu, Erica Schohn, Erin Rose Miner, Grace Melton, Henry I. Morgenbesser, Hon. Kathaleen S. McCormick, Hon. Robert J. Jackson, Jr., Irv Becker, Jeannemarie O'Brien, John J. Cannon, III, John Roe, Kelly Sullivan, Marc R. TreviƱo, Martha N. Steinman, Regina Olshan, Robert W. Rachal
Recorded on: Sep. 21, 2018
PLI Program #: 219003

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.


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. 


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.


Erin Rose Miner is Director at Credit Suisse in New York heading the US regulatory compensation group as well as providing Executive Compensation coverage in the Americas.  Ms. Miner ensures the bank’s compensation plans and programs comply with US regulatory expectations as well as manages the execution of the compensation plans for employees based in the Americas. Ms. Miner received her undergraduate degree in Finance from the University of Maryland, College Park and received her law degree from New York Law School.


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.

 


John Roe is Head of ISS Analytics, the global data and intelligence arm of Institutional Shareholder Services. In this capacity, John also oversees the development of ISS’ quantitative methodologies covering compensation evaluation and governance scoring and coordinates the firm’s thought-leadership initiatives. Among other methodologies, this includes pay-for-performance quantitative assessment, ISS Governance QualityScore, and the quantitative aspects of the ISS Equity Plan Scorecard.

John frequently speaks at special events such as the New York Stock Exchange Governance Series, the Wall Street Journal Global Compliance Symposium, the Canadian Society of Corporate Secretaries, and the National Association of Stock Plan Professionals.

John has been widely quoted in the press on the topics of compensation, governance, and disclosure, including in the Wall Street Journal, Reuters, BusinessWeek, REIT magazine, and numerous local and regional publications.

Previously, John led Advisory & Client Service at ISS Corporate Solutions (ICS), a wholly owned subsidiary of Institutional Shareholder Services, where he grew and led a team of governance, executive compensation, and ESG experts.

Prior to ICS, John was Chief Operating Officer and Chief Compliance Officer of a registered institutional investor. John also served on the White House staff, was a consultant with McKinsey & Company, and served as a military officer.

 


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

 


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.


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.


Courtney is the Director of Research at Equilar. Starting off as a Research Analyst, he now leads operations related to Equilar’s executive and director data research. With more than six years in the industry, he has extensive experience working with senior executives from Fortune 1000 companies on executive compensation and corporate governance issues.

Courtney has been cited in the New York Times and Washington Post for his expertise in retirement packages and golden parachutes. He’s spoken at events hosted by E*Trade and Donnelly Financial Solutions related to trends in equity compensation and proxy disclosures. He earned his Bachelor’s degree in Managerial Economics, magna cum laude, from UC Davis.


Grace is a Partner in the Deloitte Washington National Tax Practice.  Grace serves a diverse array of clients by providing consultation and advisory services with respect to domestic and international compensation, benefits, rewards, and cross-border issues. Key areas of experience include: mergers, acquisitions and other corporate transactions; executive compensation arrangements; equity-based compensation plans; employment taxes and payroll; qualified and nonqualified retirement plans; income tax accounting for share-based payments; health and welfare plans and funding arrangements; and related corporate tax implications.

Grace received a Bachelor of Science in Finance from the University of North Georgia and a Masters of Taxation from Georgia State University. Grace is a Certified Public Accountant.  

Grace speaks frequently on compensation and benefits tax matters, along with issues involving mergers and acquisitions.  She serves as a member of the Policy Board of Directors of the American Benefits Council.  


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.


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.


John Cannon is a partner in the Compensation, Governance and ERISA Group and Co-Chair of the firm’s Corporate Governance Advisory Group.  In his practice, he focuses on all aspects of compensation and benefits, including corporate, securities, bankruptcy, employment and tax laws and ERISA.  He has extensive experience in executive compensation and corporate governance matters, Dodd-Frank and Sarbanes-Oxley, and the employee issues raised in the mergers and acquisitions context.  He also has experience advising startup companies in the biotechnology sector regarding corporate and compensation matters.   John joined the firm in 1985 and became a partner in 1994.

John currently serves on the Advisory Committee for the Salzburg Global Forum on Corporate Governance and is an Inaugural Fellow for the American College of Governance Counsel.  He frequently lectures at law schools, including the University of Arizona, Penn, Harvard and the University of Colorado.

John graduated from Harvard and New York University School of Law.


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.


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.