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Hot Issues in Executive Compensation 2012

Speaker(s): Alan Johnson, Anne Krauskopf, Beverly L. O'Toole, Bindu M. Culas, C. Stephen Bigler, Daniel J. Ryterband, David H. Engvall, Hon. Robert J. Jackson, Jr., Irv Becker, Jeannemarie O'Brien, Jeffrey P. Crandall, John D. England, John J. Cannon III, Linda E. Rappaport, Lopa Patel Zielinski, Marc R. Treviño, Mark A. Borges, Nicholas H. De Baun, Patrick S. McGurn, Robert W. Reeder III, Rosina B. Barker
Recorded on: Oct. 4, 2012
PLI Program #: 34836

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.

Nicholas De Baun is a partner in the New York office of Seyfarth Shaw LLP. Mr. De Baun has almost 20 years of experience representing employers across a broad spectrum of industries with a special emphasis on financial services. In particular, he has extensive experience representing employers in virtually every sector of the financial services industry, including investment banks, broker-dealers, private equity firms, hedge funds, and accounting firms. Mr. De Baun provides advice and representation across a range of employment law issues, including Title VII, ADA, ADEA, FMLA and common law employment matters. He also counsels clients, investigates employment and whistleblower claims, prepares position statements, drafts employee handbooks, negotiates and drafts severance agreements, and has experience preparing Form U-5 responses and responding to regulatory inquiries. Mr. De Baun has also represented clients in state and federal court, before state and federal administrative agencies, and in mediations and arbitration, including extensive FINRA arbitration experience.

Alan Johnson is the Managing Director of Johnson Associates. During his consulting career, Mr. Johnson has worked on a wide range of assignments for clients in the financial services, manufacturing and consumer products industries. Well-versed in all aspects of executive compensation, he is widely recognized for his expertise in the design of annual and long-term incentive programs that have a meaningful impact on management behavior and performance. He is a frequent speaker at compensation conferences and is quoted extensively in major publications.

In addition to designing and implementing incentive compensation programs, Mr. Johnson provides consulting services on total remuneration programs, contracts, severance arrangements and change in control provisions. He has worked extensively with organizations engaged in mergers/acquisitions, public offerings, LBO transactions, recapitalizations and restructurings.

Prior to forming his own firm, Mr. Johnson was associated with several of the other major compensation consulting firms. He has a BA from the University of Florida, studied graduate economics at the University of Virginia, and received his MBA from the University of Chicago.

Bob Reeder is Co-Head of Sullivan & Cromwell's Corporate Group and is a member of the Firm's Commodities and Derivatives, Broker/Dealer and Executive Compensation and Benefits Groups.

Mr. Reeder has experience in a wide array of general corporate and securities matters, including acting as company counsel to American International Group, Inc., The Goldman Sachs Group, Inc. and Prudential Financial, Inc. and acting as designated underwriters' counsel for Corning Incorporated and Forest City Enterprises, Inc.

David Engvall is a partner at Covington & Burling LLP in Washington, DC, where he is a member of the corporate and securities practice groups. He provides securities, transactional and general corporate advice to clients ranging from development stage ventures to large public companies. His work includes private and public equity and debt securities offerings, investment transactions, securities advisory work, and corporate governance matters. His practice includes clients in a variety of industries, with a recent focus on the energy, financial institutions and telecommunications industries.


John England is an internationally-recognized consultant in the areas of executive compensation and incentive design. One of the top consultants in the field, he has broad experience in assisting Boards of Directors and senior management in the design and development of impactful total executive reward programs. After a 26 year career with Towers Perrin culminating in his serving as Global Practice Leader for executive compensation, John became Managing Director of an independent consultancy called Pay Governance LLC.

Clients for whom John serves as the Board-appointed executive compensation consultant include premier, U.S., Canadian, and European companies in the financial services, pharmaceutical, entertainment, consumer products, transportation, and industrial sectors. 

John is a frequent speaker and author addressing executive compensation and incentive design topics based on his 29 years of consulting and client experience. As a speaker, he annually addresses the WorldatWork International Conference and the Conference Board's various councils on compensation. In addition to being a certified WorldatWork instructor, John has served on several taskforces, including the Futures Taskforce and the FASB Stock Compensation Project. His most recent participation in a forum on corporate governance was featured in the Harvard Business Review. John has authored 15 articles that have appeared in such journals as The Handbook of Modern Finance, Directors & Boards, the ACA Journal, Personnel, Family Business, The New York Times, and Compensation and Benefits Review.

Prior to becoming a consultant, John was a compensation analyst with Texaco Inc. A graduate of Connecticut College, he received an MBA degree as an Edward Tuck Scholar from the Amos Tuck School at Dartmouth College.

Lopa P. Zielinski serves as Director and Senior Counsel, Corporate Governance for Teachers Insurance and Annuity Association of America - College Retirement Equities Fund (TIAA-CREF), a full-service financial services group of companies with over $487 billion assets under management (as of 3/31/2012).

On behalf of the boards of the TIAA-CREF group of companies, Ms. Zielinski and her colleagues in the Corporate Governance Group work to enhance the governance and social responsibility practices of companies held within TIAA-CREF's investment portfolios with the objectives of increasing shareholder value and improving long term performance of targeted companies. Prior to joining the Corporate Governance Group, Ms. Zielinski served as Director and Counsel in the office of Corporate Secretary at TIAA-CREF. 

Prior to joining TIAA-CREF, Ms. Zielinski served as in-house securities and governance attorney for Martha Stewart Living Omnimedia, Inc. In addition, she practiced corporate law with Dreifuss, Bonacci, and Parker, LLP in New York and New Jersey. Additionally, she has previous work experience with FINRA and White and Case, LLP. Ms. Zielinski also served as a judicial law clerk to the Honorable John A. O'Shaugnessy, in the Superior Court of New Jersey. 

Ms. Zielinski received her B.A. from Lehigh University, and her J.D. from New England School of Law, where she was a managing editor of the New England Law Review. She also received her LL.M. in securities and financial regulation from Georgetown University Law Center.

Patrick S. McGurn serves as an Executive Director at Institutional Shareholder Services (ISS), the world's leading provider of proxy voting services and corporate governance research. ISS, an MSCI brand, recommends votes on ballot issues for more than 40,000 shareholder meetings across 115 markets around the globe.

Prior to joining ISS in 1996, Pat was director of the Corporate Governance Service at the Investor Responsibility Research Center (IRRC), a not-for-profit firm that provided governance research to investors. He also served as a private attorney, a congressional staff member and a department head at the Republican National Committee. He is a graduate of Duke University and the Georgetown University Law Center. He is a member of the bar in California, the District of Columbia, Maryland and the U.S. Virgin Islands. Pat serves on the Advisory Board of the National Association of Corporate Directors.

Pat is frequently cited by business publications such as The Wall Street Journal and BusinessWeek. He has appeared on ABC World News Tonight, Bloomberg Radio and TV, BBC Radio, CBS Evening News, CNBC, CNN, Marketplace, NBC Nightly News, Nightly Business Report, National Public Radio, Tech TV and ABC's This Week. He is a frequent presenter at conferences.

Rosina B. Barker is a partner with Ivins, Phillips & Barker, Washington, D.C. She devotes her practice exclusively to executive compensation, employee benefits and qualified retirement plans.

Before joining Ivins, Rosina served on the staff of the Ways and Means Committee, U.S. House of Representatives, where she had primary staff responsibility for benefits-related tax provisions in all legislation from the Tax Reform Act of 1986 through the Omnibus Reconciliation Act of 1990.

Rosina received her J.D magna cum laude, Georgetown University Law Center, M.P.P., Harvard Kennedy School of Government, and A.B. cum laude, Harvard University.

Rosina is a Fellow, American College of Employee Benefits Counsel, a Member of the Bloomberg BNA Pension & Benefits Advisory Board, and a Member of the Tax Law and Employee Benefits Advisory Board, The John Marshall Law School. She served as Chair of the Employee Benefits Committee of the Taxation Section, D.C. Bar, from 2003 - 2006 and as Editor in Chief, Benefits Law Journal, 1997 - 2001.

She is a frequent speaker and writer on executive compensation and employee benefits, and is a contributing author of Cash Balance Plans (Aspen 2003) and The 409A Handbook (Bloomberg BNA 2010). Recent publications  include "Executive Compensation Clawbacks: Tax Consequences and Complications," NYU 70th Institute on Federal Taxation 20-1, (2012); "Document Failures in the 409A-Covered Plan: Correcting with and without Notice 2010-6," BNA Pension and Benefits Daily, April 12, 2010; and "409A Failures: Correcting With and Without Notice 2008-113," Tax Notes, August 10, 2009; Vesting Deferred Compensation Under 409A: When Words are More Taxing than Deeds, Tax Notes February 6, 2006  Law Journal, Summer 2002.

Beverly O’Toole is the head of Goldman Sachs’ Corporate Governance Legal practice group, focusing on public company matters and securities disclosure issues and providing legal oversight for the firm’s corporate governance and corporate secretarial obligations. In late 2015, Beverly expanded her role to assume responsibility for overseeing and coordinating firm processes and practices with respect to reputational risk management and governance, with a particular emphasis on documentation. Beverly joined Goldman Sachs in 2000 and was named managing director in 2007.

Prior to joining the firm, Beverly served as corporate counsel at Revlon, Inc. from 1996 to 2000 and prior to that was a corporate associate at Cleary, Gottlieb, Steen and Hamilton from 1993 to 1996.

Beverly is a member of the Policy Advisory Committee and Securities Law Committee as well as a former member of the National Board of The Society of Corporate Secretaries and Governance Professionals. She is also on the Advisory Committee of the Society’s New York Chapter and previously served a term as president. She is on the Advisory Board of the John L.Weinberg Center for Corporate Governance, and was previously president of the Shareholder Relations Society. Beverly has served on the NYSE Proxy Fee Advisory Committee, the NYSE Proxy Working Group and the NYSE Commission on Corporate Governance.

Beverly earned an undergraduate degree, magna cum laude, from Princeton University and a JD, magna cum laude, from Harvard Law School.

C. Stephen Bigler is a senior director with the Wilmington, Delaware law firm of Richards, Layton & Finger, P.A.  Mr. Bigler has a wide ranging Delaware corporate law practice, specializing in Delaware statutory and fiduciary duty issues arising in transactional and operational contexts, including formation, governance, mergers and acquisitions, divestitures, financing transactions, defensive planning, and stockholder meetings.  He has written numerous articles on, and is a frequent speaker regarding, Delaware corporate law issues and developments.  He is recognized as a leading Delaware corporate lawyer in Chambers USA, The Best Lawyers in America, and Lawdragon 500 Leading Dealmakers in America.

Mr. Bigler graduated from University of Virginia School of Law and received his undergraduate degree from Washington & Lee University.  He is currently a member of the Tribar Legal Opinion Committee, the NVCA GC Advisory Board, and the editorial board of The Business Lawyer.

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

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.


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.


Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission.  Before that, he was General Counsel for ShareData, Inc.  Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987.  From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976.  He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981.  He is a member of the American Bar Association.

Ms. Rappaport is Of Counsel at Shearman & Sterling LLP, an international law firm headquartered in New York, having been a partner at the firm for over 30 years. As a lawyer, she focuses on executive compensation and corporate governance. She currently serves as the Chair of the Board of Trustees of The New School. Her not-for-profit activities have also included membership on the boards of the Legal Aid Society, the New York Women’s Foundation, and Wesleyan University.


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

Robert J. Jackson, Jr. is Professor of Law, Co-Director of the Institute for Corporate Governance and Finance, and Director of the Program on Corporate Law and Policy at the New York University School of Law. He was nominated and unanimously confirmed by the Senate to be Commissioner of the U.S. Securities and Exchange Commission in 2017 and served in that role until February 2020.

Prior to his nomination to the Commission, Professor Jackson taught at Columbia Law School, where students honored him with the Reese Prize for Excellence in Teaching. Before that, he served as a senior policy advisor at the U.S. Treasury Department during the financial crisis and as deputy to Kenneth Feinberg, Treasury’s Special Master on Executive Compensation. Earlier in his career, Professor Jackson practiced law at Wachtell, Lipton, Rosen & Katz and was an investment banker at Bear, Stearns. Jackson holds two undergraduate degrees from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, an MPP from Harvard’s Kennedy School, and a JD from Harvard Law School. He was born in the Bronx, is a lifelong fan of the New York Yankees, and lives in New York with his wife, Bryana and son Briggs.

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.

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. Since 2008, 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 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.

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, is an Inaugural Fellow for the American College of Governance Counsel and is an Advisor to the American Law Institute’s Restatement of the Law, Corporate Governance project.  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.