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Hot Issues in Executive Compensation 2013


Speaker(s): Andrea S. Rattner, Andrew L. Oringer, Ann L. Yerger, Anne Krauskopf, Carla M. Oliveira, Daniel J. Ryterband, David Chun, David W. Ellis, Donald J. Wolfe, Jr., Erica Schohn, Glenn Booraem, Hon. Donald F. Parsons, Jr., Hon. Robert J. Jackson, Jr., Jeannemarie O'Brien, Laurence Wagman, Linda E. Rappaport, Lucian A. Bebchuk, Marc R. Treviño, Paul K. Rowe, Peter E. Haller, Regina Olshan, Robin M. Quittell, Steven Slutsky, Tara J. Gabbai
Recorded on: Oct. 8, 2013
PLI Program #: 42354

Anne Krauskopf is Senior Special Counsel in the Office of Chief Counsel, Division of Corporation Finance, of the Securities and Exchange Commission, where she specializes in issues relating to executive compensation disclosure, employee benefit plans, and Section 16 of the Securities Exchange Act. Anne has received the Chairman's Award for Excellence, the Law and Policy Award, the Regulatory Simplification Award, the Capital Markets Award, the Productivity Improvement Award, and the Chairman's Plain English Award.


Paul Rowe became a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz in 1985.  He represents corporations and directors in litigation involving M&A transactions, proxy contests, derivative actions and shareholder class actions involving allegations of breach of fiduciary duty, including claims involving executive compensation. 
  
Mr. Rowe has written extensively on subjects relating to fiduciary duties and other corporation and securities law issues, including "Pills, Polls and Professors," co-authored with Martin Lipton in the Delaware Journal of Corporate Law, 2002, vol. 1. In recent years, Mr. Rowe has had a prominent role in several high-profile M&A litigations, including the representation of CONSOL Energy in litigation arising out of its acquisition of CNX Gas Corporation; of El Paso in litigation arising out of its merger with Kinder Morgan; of Wynn Resorts Ltd. in litigation arising out of its redemption of stock held by a 19% shareholder; of Wells Fargo in litigation arising out of its purchase of Wachovia Corp. and of Novartis in litigation arising out of its acquisition of Alcon.  He is also an experienced federal securities law litigator, having recently represented Penn National Gaming in obtaining a Fourth Circuit affirmance of dismissal of Section 10b-5 litigation arising out of Penn’s uncompleted 2007 leveraged buyout.  Mr. Rowe has also represented defendants in stockholder lawsuits attacking executive compensation, including the boards of Simon Property Group and Umpqua Holdings, Corp.

Mr. Rowe received an A.B. degree magna cum laude from Harvard University in 1976 where he was a member of Phi Beta Kappa. He graduated from Harvard Law School in 1979 with a J.D. magna cum laude.  Mr. Rowe was a member of the Harvard Law Review from 1977-1979 and after law school, Mr. Rowe was a law clerk to Judge J. Edward Lumbard of the United States Court of Appeals for the Second Circuit.  In 1997-1998, Mr. Rowe was an adjunct professor of law at the University of Pennsylvania Law School, teaching a course on mergers and acquisitions. He is a frequent participant on CLE panels and other professional activities.  In addition, Mr. Rowe is a board member of the Program Advisory Board of the Harvard Law School Forum on Corporate Governance and Financial Regulation.  He has been selected as a member of Lawdragon's "500 Leading Lawyers in America."


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.


Ann Yerger is an advisor to Spencer Stuart’s North American Board Practice, a member of Grant Thornton’s Audit Quality Council, and a director of Hershey Entertainment and Resorts Company, chairing the nominating/governance committee and serving on the compensation committee. Her deep background in corporate governance includes service as executive director of EY’s Center for Board Matters and 20 years at the Council of Institutional Investors in Washington, DC, including a 10-year leadership role as CII’s executive director. Prior to joining CII, Ann was deputy director of the Investor Responsibility Research Center’s corporate governance service, and her previous experience includes corporate banking at Wachovia.

She has been included multiple times on the National Association of Corporate Directors’ list of the 100 most influential corporate governance professionals. In 2016 the International Corporate Governance Network awarded her the ICGN Award for Excellence in Corporate Governance. In 2018 she was awarded one of the inaugural DCRO (Directors and Chief Risk Officers Group) Exemplar Awards.

Ann has served as a member of the Investor Advisory Group of the Public Company Accounting Oversight Board and the Investor Advisory Committee of the US Securities and Exchange Commission. She also served on the Nasdaq Listing and Hearing Review Council, the CFA Institute Advisory Council, the Advisory Board of the Weinberg Center for Corporate Governance, and the US Treasury Department’s Advisory Committee on the Auditing Profession. She has testified on corporate governance issues before the US Senate Committee on Banking, Housing and Urban Affairs and the US House Financial Services Committee.

She is a CFA charterholder and a graduate of Duke University with an MBA from Tulane University.


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


Donald F. Parsons, Jr. is a Vice Chancellor of Delaware’s Court of Chancery.  Vice Chancellor Parsons regularly handles complex commercial litigation, including cases dealing with important issues affecting corporate governance under the Delaware General Corporation Law and various alternative entity statutes.   Before joining the Court of Chancery, he was a senior partner at the law firm of Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware, where he worked for 24 years.  While in private practice, Vice Chancellor Parsons specialized in intellectual property litigation, participated in numerous jury and nonjury patent and trade secret trials, and was recognized as a leader in his field. 

In 2009 and 2010, Vice Chancellor Parsons served as president of the American College of Business Court Judges, which consists of judges from commercial, business, and technology courts in over 25 states from all over the United States.  He also served as a business court representative to the Business Law Section of the American Bar Association.  In August 2010, Vice Chancellor Parsons was appointed an Advisor to the governing Council of the Business Law Section, and in August 2013, he began a four-year term as a member of the Council.  Vice Chancellor Parsons also is a Past President of the Delaware State Bar Association and helped create Delaware’s award-winning Combined Campaign for Justice to help provide legal services to those in need.


Donald J. Wolfe, Jr. is a partner and the former Chair of the Wilmington, Delaware law firm of Potter Anderson & Corroon LLP. His practice concentrates on corporate litigation in Delaware’s Court of Chancery and includes the counseling of boards of directors and special board committees of Delaware corporations with respect to fiduciary duty responsibilities and issues of internal corporate governance. He has litigated many of the most significant corporate decisions issued by the Delaware courts over the course of the past 30 years.

A frequent lecturer at seminars and symposia around the country, Mr. Wolfe is also co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing), an annually updated treatise on litigation practice in the Delaware Court of Chancery that is widely acknowledged as a leading resource on corporate litigation practice in that unique tribunal. He is a member of the Board of Advisors of the University of Pennsylvania Institute of Law and Economics. He is a former Chairman of the Delaware Board of Bar Examiners of the Delaware Supreme Court. He is a Fellow of The American College of Trial Lawyers and a Fellow of the American Bar Foundation. He has been included among The Lawdragon 500 Leading Lawyers in America, and The Best Lawyers in America in the areas of Corporate Law, Commercial Litigation and Bet-the-Company Litigation.

 


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.


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.

 


Laurence Wagman is a Certified Public Accountant and the founding principal of Golden Parachute Tax Solutions LLC.  His technical expertise is primarily in the area of taxation of executive compensation and is a nationally known resource within the area of golden parachute tax penalties (Internal Revenue Code Sections (“IRC”) 280G and 4999.

Having founded Golden Parachute Tax Solutions in 2010, the firm has become a leader in providing Section 280G advice to both public and private companies either planning for or undergoing a change-in-control.  Since its founding, the firm has advised on over 500 matters, and transactions with an aggregate market cap value greater than $1 trillion.

As a technical resource Laurene has written several articles for both the Journal of Compensation and Benefits and the Taxation of Executive Compensation and Retirement on IRC Section 280G related matters this list includes: Structuring Change in Control Arrangements Within the Current Executive Compensation Environment (Sept 2009), The Golden Parachute Excise Tax; Why it’s about to Become More Expensive, Why a Gross-Up May be Necessary and How to Structure it to be Performance Based (July 2010),  The Golden Parachute Excise Tax – Not Just a Public Company Issue (Sept 2011), and Canadian Employers – Beware the United Stated Golden Parachute Excise Tax as Not Just a U.S. Problem (2012). 

In addition to writing, Laurence has also given numerous live presentations on IRC 280G related topics, including the National Association of Stock Plan Professionals (“NASPP”), Practicing Law Institute (“PLI”) and the knowledge and Knowledge Congress Webcast Series.

Prior to forming Golden Parachute Tax Solutions, Laurence’s experience includes over ten years of “Big 4” experience – focusing mainly on executive compensation/employee benefits matters, and thereafter, traditional executive compensation consulting with James F. Reda and Associates, an independent executive compensation consulting firm. 

Laurence is a graduate of Lehigh University (1995), received his Master of Science in Taxation at Seton Hall University (2002) and is a licensed Certified Public Accountant in the state of New Jersey.  Laurence can be reached at lwagman@280Gsolutions.com.


Lucian Bebchuk is the William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School. Bebchuk is also a Fellow of the American Academy of Arts and Sciences, Research Associate of the National Bureau of Economic Research, Inaugural Fellow of the European Corporate Governance Network, and Director of the SSRN Corporate Governance Network.

Trained in both law and economics, Professor Bebchuk holds an LL.M. and S.J.D. from Harvard Law School and an M.A. and a Ph.D. in Economics from the Harvard Economics Department. His research focuses on corporate governance, law and finance, and law and economics. Upon electing him to membership in 2000, the American Academy of Arts and Sciences cited him as "[o]ne of the nation's leading scholars of law and economics," who "has made major contribution to the study of corporate control, governance, and insolvency."

Bebchuk is the author or coauthor of more than one hundred research papers, as well the widely acclaimed book Pay without Performance: the Unfulfilled Promise of Executive Compensation. Bebchuk’s papers have appeared in the top academic journals in law, in economics, and in finance. The Social Science Research Network (SSRN) ranks him first among legal academics of all fields in terms of citations to his work.

Bebchuk’s work has been recognized by his having been elected to serve as President of the Western Economics Association International, President of the American Law and Economics Association, and Chair of the Business Association Section of the American Association of Law Teachers. His recent awards include the International Corporate Governance Network’s Award for Excellence in Corporate Governance, the Investor Responsibility Research Center Institute’s best academic paper award, and the Marshall Blume prize in financial research.

Bebchuk has been a frequent contributor to policy-making, practice, and public debate in the fields of corporate governance and financial regulation. He has appeared in hearings and roundtables before the Senate Finance Committee, the Senate Banking Committee, the House of Representatives Committee of Financial Services, and the SEC; has authored numerous op-ed pieces, including in the Wall Street Journal, the New York Times, and the Financial Times; has advised governmental bodies, such as the Special Master on TARP executive compensation during the financial crisis, and publicly traded firms; has served on the board of directors of OJSC MMC Norilsk Nickel, the world’s largest producer of nickel and palladium; and heads the Shareholder Rights Project, a program that has represented public pension funds and charitable organizations in bringing about board declassifications at more than 75 S&P 500 and Fortune 500 companies. Bebchuk was  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, and the list of top 10 ”governance stars” of Global Proxy Watch.


Peter E. Haller is a partner in the Executive Compensation & Employee Benefits Department and practice leader for ERISA fiduciary issues.

Mr. Haller advises clients on their employee benefit plans and programs, with an emphasis on the fiduciary responsibility and prohibited transaction rules under ERISA, including the DOL guidance and court decisions arising out of the Fiduciary Rule and related exemptions.  He has significant experience with ERISA issues raised by hedge funds, private equity funds and financial institutions and their broker-dealer, asset management and private bank affiliates.  Mr. Haller represents clients with their prohibited transaction exemption requests before the Department of Labor’s Employee Benefit Security Administration. He also advises on ERISA and other employee benefits matters in connection with corporate transactions involving asset management and financial services firms.

Mr. Haller chairs the New York City Bar Association subcommittee on ERISA Fiduciary Duties, Private Equity and Plan Investments.  Mr. Haller also serves as an adjunct professor and teaches a class with Barry Barbash at Georgetown University Law Center and Howard University Law School on ERISA Fiduciary Duties and the Regulation of Private Funds.  He is also a frequent speaker and lecturer on a wide variety of employee benefits and ERISA related topics.

Prior to returning to Willkie in 2015, Mr. Haller was counsel for Credit Suisse in New York, where he served as the global head of the ERISA and Executive Compensation practices, and head of the U.S. Bank Regulatory practice.  In this role, he advised Credit Suisse with the development and offering of complex financial products in their investment banking and asset management divisions.  Mr. Haller is also a Certified Public Accountant.         

Mr. Haller received a JD from Boston College Law School in 1993 and a BS in accountancy (cum laude) from Bentley College in 1988, where he received the Falcon Society Award for academic achievement.           


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.


Robin Quittell is a Managing Director at Fortress Investment Group, where she serves as Chief Human Resources Officer & Counsel. Prior to assuming the helm of the HR department at Fortress, Robin served as Head Compensation and Benefits Counsel at Fortress.  Ms. Quittell regularly advises the credit, liquid markets, and private equity businesses at Fortress on a variety of employment, separation, and equity-based arrangements. She also provides advice on 409A, day-to-day employment issues, and international hiring.

Ms. Quittell graduated from Duke University summa cum laude and received her law degree from Harvard. She previously practiced in the executive compensation and benefits groups at Simpson Thacher & Bartlett LLP and Morrison Cohen LLP.


Tara J. Gabbai is Assistant General Counsel and Assistant Secretary in the Corporate Governance group in the Legal Division at Pfizer Inc., where she specializes in securities, corporate governance, board and corporate finance matters and oversees the Company’s legal entity management team.  Tara also serves as Secretary to the Pfizer Audit Committee and on the Steering Committee of the Pfizer Legal Division Women’s Network.  Tara joined Pfizer in 2009.  Prior to that, Tara was Senior Corporate Counsel at Wyeth, where she had responsibility for corporate and securities matters, including corporate governance, SEC reporting and other disclosure matters, proxy statement preparation and Treasury support.  Tara also has broad experience in supporting merger and acquisition transactions, including the Pfizer/Wyeth acquisition.  Before joining Wyeth, Tara specialized in corporate and securities law in private practice at Simpson Thacher & Bartlett LLP in New York, New York.  She is a member of the Board of Directors of the Law Alumni Association of New York University School of Law. 

Tara is a graduate of the University of Pennsylvania (B.A./B.S.) and the New York University School of Law (J.D.).


David has led Equilar since its inception to become one of the most respected and trusted names in the executive compensation industry. David has been recognized as one of the “100 Most Influential Players in Corporate Governance” by the National Association of Corporate Directors (NACD). David often speaks publicly on corporate governance and executive compensation matters, including events hosted by The Conference Board, Corporate Board Member, The HR Policy Association, NACD Directorship, NASDAQ OMX, NYSE Euronext, the Society of Corporate Secretaries and Governance Professionals and Stanford’s Directors’ College.

Prior to founding Equilar, David was a Vice President in the Investment Banking Division of Donaldson, Lufkin and Jenrette, a global investment bank that has since merged with Credit Suisse. Prior to DLJ, David was a management consultant with Bain & Company and also Kenan Systems, a telecom billing software developer that was subsequently acquired by Lucent Technologies.

David is an advisory board member of the Wharton Center for Entrepreneurship, a Trustee of the Committee for Economic Development (CED), a director of the Asian Pacific Fund Community Foundation, a member of the Young Presidents’ Organization (YPO), and a founding member of the Council of Korean Americans (CKA). David earned his M.B.A. from the Wharton School at the University of Pennsylvania and a Bachelors of Science with Honors in Systems Engineering from the University of Virginia.


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.


Andrea S. Rattner is a member of the firm’s Executive Committee and the immediate past Chair of the Tax Department.

Andrea practices in the field of employee benefits and executive compensation law. She counsels clients with respect to the tax, securities, corporate governance, stock exchange, ERISA and other implications affecting executive compensation arrangements. Andrea regularly provides advice regarding equity arrangements (such as stock options, restricted
stock, RSUs and phantom stock), employment agreements, change-in-control agreements and all other types of executive compensation (including incentive arrangements, SERPs, deferred compensation and "409A" and "162(m)" compliant plans). With respect to these issues, she advises companies, boards of directors, compensation committees and senior executives in numerous industries.

Andrea also advises clients on compliance with ERISA, the Internal Revenue Code, and other laws affecting employee benefit plans, as well as plan design, administration, termination, fiduciary duty issues, prohibited transactions, qualification requirements, and other matters concerning pension, profit-sharing, employee stock ownership, 401(k), and other types of plans. She has extensive experience with respect to the legal consequences relating to the use of employer stock in tax-qualified plans such as ESOPs, profit-sharing, stock bonus, and pension plans.

She counsels clients on benefits and compensation matters arising in all types of corporate transactions, including mergers & acquisitions, restructurings, debt and equity offerings and bankruptcies. In numerous transactions, she has addressed issues concerning the treatment of stock options and other equity awards, change-in-control and "golden parachute" tax issues, multi-employer plan withdrawal liability, controlled groups, overfunded and underfunded defined benefit plans, post-retirement health and welfare liabilities, severance obligations, COBRA, and certain PBGC-related issues.

Andrea has been lauded by various legal rankings directories, with Legal 500 citing that her "depth of knowledge and involvement in this practice area, [including] the business and trends, is terrific." She is also recognized for having an "excellent understanding of the business community" and for being “pro-active in keeping clients up to date.” She writes and lectures frequently on employee benefits and executive compensation matters. Since 1993, she has served as an adjunct professor on the faculty of Cornell University (New York State School of Industrial & Labor Relations-Management Programs).


Carla M. Oliveira is a Vice President, Associate General Counsel, at Goldman, Sachs & Co. and responsible for employee benefits, executive compensation, and ERISA matters at the firm. Carla’s primary focus is with respect to the firm’s global compensation and employee benefits, including global equity compensation issues and other issues arising in connection with the firm’s corporate transactions and other employee initiatives. She also assists business teams with pension plan and IRA issues. Carla joined Goldman Sachs in 2005 after her employment as an associate in the ERISA Department of Fried, Frank, Harris, Shriver & Jacobson, LLP. Carla is a graduate of New York University School of Law, where she received her J.D. degree and LL.M degree in taxation.


Glenn Booraem is a Principal of the Vanguard Group, Inc. and the Controller of each of the Vanguard Funds. He has worked for Vanguard since 1989, where he currently leads the firm's corporate governance program covering more than 9,000 companies worldwide. He is a periodic speaker on governance to industry groups, and has served on the New York Stock Exchange’s Proxy Working Group and Commission on Corporate Governance. In addition to his governance-related duties, Glenn is responsible for global fund accounting operations, which includes execution and/or oversight of fund accounting, security valuation, and fund compliance monitoring for Vanguard's investment products worldwide.  Glenn earned a B.B.A. from Temple University in 1989, and he is a 2011 graduate of the Advanced Management Program at Harvard Business School.


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.


Steven Slutsky is a Principal in PwC's Human Resource Services Practice.  Steven is a Trusted Advisor to Boards and management teams in the areas of Board, executive and broad-based compensation and benefits, equity design, compensation risk assessments, compliance, and disclosure preparation/review. Steven works with a broad range of global organizations, including publicly-traded, privately-held and not-for-profit organizations.
Steven provides benchmarking information, and then provides more than just data -- he provides advice and guidance on designing and implementing the right decisions for each unique client situation. Due to his experience in sitting on Boards, and his running a business unit, Steven understands that clients need a Trusted Advisor whom they can rely on for objective, practical recommendations.

Steven previously spent a decade as an employment lawyer, where he litigated employment contracts and other employee relations matters, and represented clients before governmental agencies. Steven also managed an international business unit for a global telecommunications company, where he ran the legal and human resources functions, and sat on the Board of Directors.

Steven has a B.S. from the Wharton School of the University of Pennsylvania, and a J.D. /M.B.A. from Boston University. He is the former President of the Philadelphia Chapter of the National Association of Stock Plan Professionals, and has presented at the annual national convention. Steven is a former member of the Colonial Board of School Directors, where he chaired the Finance and Audit Committee, and sat on the Human Resources Committee. He also is a past Chair of the Whitemarsh Township Planning Commission.

Steven is a contributing author to the publication Executive Compensation by BNA Books. He lectures regularly on human resources, employee/labor relations and compensation issues, and has been a guest lecturer at the Wharton School of the University of Pennsylvania. Steven teaches continuing legal education classes on executive and broad-based compensation design and risk.


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.


Mr. Ellis is an internationally recognized practitioner specializing in global employment and tax law, international employee benefits, and global mobility. He advises multinational employers on the structure and implementation of their expatriate programs. He also assists companies with the tax and legal compliance issues related to their global benefit plans, including pensions and equity compensation. Mr. Ellis is immediate past Chair of the firm’s Global Employment Practice Group.