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Performance-Based Executive Compensation: Governance and Litigation Considerations for Employers, Directors, Institutional Investors and Their Counsel 2014

Speaker(s): Jeffrey P. Crandall, Susan Mangiero
Recorded on: Jun. 25, 2014
PLI Program #: 56631

Susan Mangiero is a managing director with Fiduciary Leadership, LLC. She provides compliance, dispute and litigation support to asset managers, institutional investors and their counsel. Dr. Mangiero is a CFA charterholder, a certified Financial Risk Manager and an Accredited Investment Fiduciary Analyst®. She has provided testimony before the ERISA Advisory Council, the OECD and the International Organization of Pension Supervisors as well as offering expert testimony and behind-the-scenes forensic analysis, calculation of damages and rebuttal report commentary for various investment governance, investment performance, fiduciary breach, prudence, risk and valuation litigation and arbitration matters. She has over twenty years of experience in capital markets, global treasury, asset-liability management, portfolio management, economic and investment analysis, derivatives, financial risk control and valuation. This includes work on trading desks for several global banks, in the areas of fixed income, foreign exchange, interest rate and currency swaps, futures and options.


Dr. Mangiero has provided insights about asset allocation, fiduciary duties, risk management, modeling, hedge effectiveness, hedge funds, private equity funds, ERISA, valuation and industry best practices for consulting clients and employers that include the General Electric Company, Prudential Retirement, PricewaterhouseCoopers, Mesirow Financial, Bankers Trust, Bank of America, Chilean pension regulator, World Bank, Pension Benefit Guaranty Corporation, RiskMetrics, U.S. Department of Labor, Northern Trust Company and the U.S. Securities and Exchange Commission. Dr. Mangiero is the author of Risk Management for Pensions, Endowments and Foundations (John Wiley & Sons, 2005), a primer on risk and valuation issues, with an emphasis on fiduciary responsibility and best practices. She is a member of the 401(k) vendor RFP best practices committee for the Association of Financial Professionals.

Her articles or comments have appeared in Expert Alert (American Bar Association, Section of Litigation), Hedge Fund Review, Investment Lawyer, Valuation Strategies, RISK, Financial Services Review, Journal of Indexes, Family Foundation Advisor, Bankers Magazine, Expert Evidence Report and the Journal of Compensation and Benefits. Her article on CFO liability as relates to pension issues in bankruptcy, M&A and underfunding situations is due out shortly in the Journal of Corporate Treasury Management. Dr. Mangiero has written chapters for several books, including the Litigation Services Handbook and The Handbook of Interest Rate Risk Management. She is a frequently invited speaker and has keynoted or led workshops for organizations such as the Stable Value Investment Association, Harvard Law School, Florida Public Pension Trustees Association, New York State Department of Insurance, Association of Public Pension Auditors, AICPA - Employee Benefits Section, National Association of Corporate Directors and Financial Executives International. Dr. Mangiero has provided training about topics such as hedge funds and private equity investing, risk management, valuation, portfolio management, quantitative analysis, asset allocation, use of derivatives, risk tolerance, investment fiduciary standards and model risk to attorneys, auditors, board members, corporate treasury professionals, regulators and trustees.


Mr. Crandall is a partner practicing in Davis Polk & Wardwell LLP’s Corporate Department.  He specializes in executive compensation and employee benefits, both in the transactional context and in day-to-day matters involving the design, implementation and disclosure of senior executive compensation and benefit arrangements.  He also concentrates in compensation and ERISA matters relating to financial institution, private equity and hedge fund clients.  Mr. Crandall has extensive experience in structuring carry plans and other forms of manager and investment professional participation in private funds and in the ERISA aspects of the investment and management of pension plan assets under private funds and various other products and arrangements.  He has also devoted substantial time to federal, state and local income taxation.


New York University School of Law, LL.M., Taxation, 1986

State University of New York at Buffalo, J.D., 1982; Law Review Editor

Harpur College of the State University of New York at Binghamton, B.A., 1979

Bar Admission

New York

Selected Professional Affiliations and Business Activities

Director, AIESEC U.S., 1999-2014; Chairman of the Board, 2005-2009

Practitioner Faculty, State University of New York at Buffalo School of Law-New York City Program in Finance and Law, 2006-Present


Leading Lawyer, Employee Benefits & Executive Compensation – Chambers USA 2015

Best Lawyer, Employee Benefits (ERISA) Law – Best Lawyers - U.S. News & World Report 2014

Selected Publications

Co-author of chapter on "Funding Mechanisms for Nonqualified Deferred Compensation Plans and Arrangements" in Executive Compensation (Michael S. Sirkin & Lawrence K. Cagney, eds., 1996)

Co-presenter at 2014 PLI webcast: “Performance-Based Executive Compensation: Governance and Litigation Considerations for Employers, Directors, Institutional Investors and Their Counsel”

"Selected Issues Under the Internal Revenue Code Affecting Equity-Based Compensation Plans," PLI Hot Issues in Executive Compensation 2012

“Consolidation in the Financial Services Industry:  Key Issues under ERISA and Section 4975 of the Internal Revenue Code,” PLI Pension Plan Investments 2010:  Current Perspectives