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Hot Issues in Executive Compensation 2021


Speaker(s): Andrew L. Oringer, Arthur H. Kohn, Bindu M. Culas, Caroline Kim, Ekaterina Napalkova, Elena C. Norman, Erica E. Bonnett, Erica Schohn, Erin Rose Miner, Jeannemarie O'Brien, Jennifer S. Conway, John Trentacoste, Marc R. Treviño, Martha N. Steinman, Rebecca Coccaro, Regina Olshan
Recorded on: Oct. 14, 2021
PLI Program #: 307129

Rebecca Coccaro is a member of the firm’s executive compensation, employee benefits and ERISA group. She has advised U.S. and non-U.S. clients on the executive compensation and employee benefits aspects of various types of corporate transactions, including:

  • Mergers and acquisitions
  • Debt and equity financings
  • Initial public offerings
  • Day-to-day matters related to securities and tax law issues related to executive compensation and Employee Retirement Income Security Act (ERISA) issues
  • Filings to the Internal Revenue Service and Department of Labor. 

Rebecca is a member of the Business Law Section and the Joint Committee on Employee Benefits of the American Bar Association, Business Law Section of the New York State Bar Association and the Taxation Section of the D.C. Bar Association. She has conducted in-house continuing legal education programs on executive compensation and employee benefit aspects of corporate transactions, federal securities law and tax law compliance issues, as well as ethical considerations.


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, Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation and chair of the New York State Bar Association 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 two of its chapters, and has authored a chapter in a leading treatise on the taxation of nonqualified deferred compensation and.  Mr. Oringer is highly rated by a number of key ranking organizations, has been repeatedly 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 General Counsel – ERISA, Compensation and Benefits at Citigroup.  Prior to joining Citigroup, Arthur was a partner at Cleary Gottlieb Steen and Hamilton LLP. His practice focused 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 and a regular guest lecturer at Columbia Law School.

Arthur received a B.A. from Columbia University and a J.D. from Columbia Law School, where he was admitted into the Accelerated Interdisciplinary Legal Education program, was appointed a Harlan Fiske Scholar and received Phi Beta Kappa honors.


Erica E. Bonnett is a partner in the Executive Compensation and Benefits Department at Wachtell, Lipton, Rosen & Katz.

Her practice focuses on the executive compensation and benefits aspects of mergers and acquisitions, spinoffs, divestitures, and other corporate transactions.  She also regularly advises companies on governance matters, securities laws, and compensation disclosure and assists companies and executives on executive employment agreements and other compensation arrangements.

Ms. Bonnett received a J.D. degree, summa cum laude, from New York Law School in 2010, where she was a member of the New York Law School Law Review and a recipient of the Trustees Prize for the Highest Cumulative Grade Point Average, and a B.A. degree, summa cum laude, from New York University in 2007.  Ms. Bonnett is a member of the Bar in New York.


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.


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 many major domestic and international merger, acquisition and buyout transactions, strategic defense assignments and proxy contests.  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.

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 Trentacoste is a Client Partner in Korn Ferry’s Executive Pay and Governance practice who specializes in creating strategically-informed compensation and governance programs that support organization and talent strategies and drive sustainable value creation.

A recognized expert in the fields of executive pay and corporate governance, his clients have included large, public, multi-national organizations, sponsor-backed private entities, and pre-IPO organizations. He also has extensive international experience working with companies in the U.K., Europe, Middle East, and South America.

Mr. Trentacoste has been a frequent speaker at the National Association of Corporate Directors (NACD), the Council of Institutional Investors, KPMG Board Leadership Conference, and WorldatWork.  He has been extensively quoted in various national and trade publications, including Bloomberg and The Washington Post. 

In recognition of his contributions to the boardroom and corporate governance, he was twice-named to the NACD Directorship 100, honoring the most influential people in the boardroom.

Prior to joining Korn Ferry, Mr. Trentacoste was a partner and chief operating officer of a leading independent executive compensation and performance advisory firm. Capital markets experience was gained through prior work at Citigroup Global Markets and Banking, where he held FINRA Series 7 and 63 licenses. 

Mr. Trentacoste holds a B.A. from Cornell University and completed a post baccalaureate business certificate program at Columbia University.  He currently serves on the junior board of the Alan T. Brown Foundation to Cure Paralysis.


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 has been recognized as a 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, and Wall Street Journal.  He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.

 


Martha Steinman is a partner in the New York, NY office of Hogan Lovells. Martha’s practice focuses on corporate governance, disclosure, securities, and tax matters, with an emphasis on advising boards of directors, compensation committees, and senior management.

As Co-Chair of the firm’s Employee Benefits and Executive Compensation practice, she counsels clients in diverse industries, including luxury brands, 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. Martha's goal is to offer her clients pragmatic advice to find solutions that will meet their business needs, reflect evolving best practices, and withstand external scrutiny.

Martha has widespread experience in executive compensation, employee benefits, qualified and non-qualified plans, and welfare plans. She 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 determine retirement planning. Martha also advises companies on traditional employee benefit plan matters. She works with her 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. She is active in bar association and other industry groups and has held numerous leadership positions.


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 has over twenty years of experience advising clients on the regulatory aspects of designing and structuring equity incentive programs, employment agreements, 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 FW Cook, 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.


Kate Napalkova is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group.

Kate advises public and private companies, private investment funds, executives and boards on a broad range of compensation and employee benefits matters. Kate’s practice includes the compensation and employee benefits aspects of mergers and acquisitions, reorganizations, spin-offs, initial public offerings, financings and other corporate transactions. Kate’s practice further focuses on advising clients across various industries on the negotiation, structuring and implementation of benefits and compensation plans and executive compensation arrangements; golden parachutes; securities reporting, registration and disclosure compliance; and corporate governance matters.

While in law school, Kate served as the editor-in-chief of the Fordham International Law Journal.


Ms. Kim advises clients on matters concerning Exchange Act reporting obligations, annual meetings of shareholders, insider trading (including beneficial ownership reporting under Sections 13(d) and 16 of the Exchange Act), compliance with listing requirements of the New York Stock Exchange and Nasdaq, board independence, and environmental, social and governance reporting and related matters.

Prior to joining Skadden, Ms. Kim was an attorney at the U.S. Securities and Exchange Commission in the Division of Corporation Finance. She most recently served in the division’s Office of Rulemaking, where she worked on various rulemaking initiatives, including the CEO pay ratio rules mandated under the Dodd-Frank Act. Previously, Ms. Kim was in the division’s Office of Natural Resources, where she worked on transactional and securities compliance matters relating to the Securities Act and the Exchange Act, including IPO and business combination registration statements, proxy statements, periodic and current reports, and confidential treatment requests.

Ms. Kim is actively involved in the firm’s training and recruiting programs and has served on the summer associate Assignments Committee. She serves on the firm’s Steering Committee for the Asian Affinity Network and previously served on the Diversity Committee in the Washington, D.C. office. She also is a founding member of Skadden’s Immigration Impact Project and a member of the Capital Area Immigrants’ Rights Coalition’s Legal Advisory Committee.

While in law school, Ms. Kim was a judicial intern for Judge John R. Padova of the U.S. District Court for the Eastern District of Pennsylvania and represented clients through Villanova University’s Clinic for Asylum, Refugee and Emigrant Services.

 


Ms. Norman, the former Vice-Chair of Young Conaway's Corporate Counseling and Litigation Section, has extensive experience litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery. She has litigated numerous high profile actions involving derivative claims, contests for corporate control, M&A, governance, complex contracts, alternative entities, demands for books and records, and statutory appraisal/valuation disputes. In addition, Ms. Norman regularly counsels boards of directors and senior management on Delaware corporate law.

Ms. Norman has litigated patent and securities cases in the US District Court, and commercial cases in the US Bankruptcy Court and the Complex Commercial Litigation Division of the Delaware Superior Court.

Before attending Stanford Law School, Ms. Norman studied English Constitutional Law and Jurisprudence at Somerville College, Oxford University, and received a M.A. in Legal and Political Theory from University College London. She worked on law reform issues as a staff attorney for an NGO in Moscow, Russia.

DISTINCTIONS

  • Chambers USA - America's Leading Lawyers for Business, Delaware Court of Chancery
    Chambers USA describes Ms. Norman as "adept at handling litigation associated with M&A transactions and...also known for her handling of disputes involving limited liability companies and limited partnerships." Chambers notes Ms. Norman's "valuable" ability to "provide high-level strategic advice."
  • Delaware Today - Top Lawyers, International Law (2015-present)
  • Delaware Super Lawyers®, Top Rated Business Litigation (2017)


Jennifer S. Conway is a partner in Cravath’s Executive Compensation and Benefits Department.  Her practice focuses on executive compensation and employee benefit matters, principally in connection with mergers and acquisitions, spin-offs, initial public offerings and other business transactions.  Ms. Conway also regularly counsels public and private companies on the design, implementation and disclosure of equity and cash incentive compensation and retention programs and the negotiation of executive employment and separation agreements.  In addition, she frequently represents a variety of clients, including IBM, Lazard, Lindsay Goldberg, WarnerMedia and Unilever, in M&A matters and other business transactions and in connection with senior executive transitions.

Ms. Conway has been repeatedly recognized as a leading lawyer in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America.

Ms. Conway is from Charlottesville, Virginia.  She received a B.S.F.S. cum laude from Georgetown University in 1996 and a J.D. from Columbia University School of Law in 2001, where she was a James Kent Scholar and Managing Editor of the Journal of Transnational Law

Ms. Conway joined Cravath in 2001 and was elected a partner in 2008.