Speaker Biographies Proxy Season Staying Up to Date on Corporate Governance and SEC Trends THURSDAY DECEMBER 3, 2015

Transcription

1 2016 Proxy Season Staying Up to Date on Corporate Governance and SEC Trends THURSDAY DECEMBER 3, 2015 Speaker Biographies Jeffrey P. Bacher Principal, Pay and Performance, Career Practice, Buck Consultants, LLC, A Xerox Company jeffrey.bacher@xerox.com Jeffrey Bacher is a principal and executive compensation consultant at Buck Consultants at Xerox. He has practice development and project leadership responsibilities for clients throughout the Mid-Atlantic and Northeastern United States. Jeff has over twenty years of experience both in consulting and as a corporate executive managing compensation and benefit programs for 37,000 employees in over 100 countries. Jeff s consulting background includes a wide variety of projects designed to assist clients with the integrated and effective management of Board compensation, executive compensation and other reward programs. Jeff s areas of expertise include the development of total reward philosophies; competitive executive and director compensation plans; Board governance issues; and effective incentive and goal based plans. Jeff s consulting clients have included American Stock Transfer, BCBSMA, EVRAZ Steel, Fulton Financial, High Industries, Inc., Ocean Spray, SKF Inc. USA, USA Technology, Woolrich, Inc., and Xerox. Jeff received his MBA from La Salle University and his BA from the University of Delaware. He is a Member of NASPP and a frequent speaker on compensation topics, and lectures at both the University of Pennsylvania (Wharton School) and Villanova University. He has been published in a number of professional journals and also has been interviewed on executive compensation topics by CNBC and the Bloomberg Channel. Jeff is a Certified Executive Compensation Professional.

2 SPEAKER BIOGRAPHIES PAGE PAGE 2 2 Yelena M. Barychev barychev@blankrome.com Yelena Barychev advises management on: corporate governance issues public and private offerings of debt and equity securities tender offers preparation of proxy statements, Forms 10-K, 10-Q, 8-K and other SEC filings company website disclosures social media policies executive compensation matters compliance with NASDAQ and NYSE listing requirements compliance with the Sarbanes-Oxley Act, the Dodd-Frank Act and the JOBS Act Yelena is a member of the Advisory Committee of the Middle Atlantic Chapter of the Society of Corporate Secretaries and Governance Professionals Yelena writes and speaks frequently on securities compliance and corporate governance issues. Charles A. Brawley, III Senior Vice President, Associate General Counsel and Corporate Secretary, Lincoln National Corporation cbrawley@lfg.com Charles A. Brawley, III, is senior vice president, associate general counsel and corporate secretary of Lincoln National Corporation. He oversees the corporate governance, securities, tax, investment and real estate law, IP, enterprise contracts, M&A and insurance holding company legal functions. Charlie joined Lincoln in Prior to joining Lincoln, he was vice president and assistant general counsel of PMA Capital Corporation. Charlie began his legal career with the law firm of Schnader Harrison Segal & Lewis LLP in Philadelphia. Charlie received his bachelor s degree in economics, summa cum laude, from Saint Joseph s University in Philadelphia and his juris doctorate, cum laude, from the University of Pennsylvania, where he was a member of the Law Review. He is a member of the Pennsylvania Bar Association and the Society of Corporate Secretaries and Governance Professionals. He is on the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals. In 2015, he received the Distinguished Corporate Secretary Award from the New York Stock Exchange. Charlie is admitted to practice in the Commonwealth of Pennsylvania.

3 SPEAKER BIOGRAPHIES PAGE PAGE 3 3 Francis E. Dehel dehel@blankrome.com Frank Dehel advises public companies, businesses, boards of directors and entrepreneurs on a wide variety of corporate matters, including: SEC regulatory, reporting and compliance issues mergers, acquisitions and sales of public and private companies capital formation, including public offerings and private placements of debt and equity securities corporate governance matters general contract drafting and review, including joint venture, shareholder, license and employment agreements Prior to his legal career, Mr. Dehel worked for the federal government as well as on two congressional staffs. Mr. Dehel has received the highest possible rating from Martindale-Hubbell. Marc H. Goldstein Head of Energy & Industrial Sector Research and Head of Policy Development, Institutional Shareholder Services Inc marc.goldstein@issgovernance.com Marc H. Goldstein is the Head of Energy & Industrial Sector Research and Head of Policy Development with ISS. Mr. Goldstein currently leads the team responsible for proxy research on U.S. energy and industrial sector companies. He is responsible for the ISS policy development process including coordinating activities of the ISS Policy Board and the policy interpretation group. Mr. Goldstein has notably coordinated engagement between ISS research analysts and external constituents such as corporate issuers, activist shareholders, and business organizations. He has also served as head of Japanese research and interim head of Asia ex-japan research, responsible for company-specific research and proxy voting recommendations as well as country-specific corporate governance research for markets including Japan, Korea, Singapore, and Hong Kong. Prior to joining ISS, Mr. Goldstein served as an attorney in Washington, D.C. where he conducted legal research; drafted complaints, motions and other pleadings; prepared deposition questions; and corresponded with clients and opposing counsel in customs, contract, the Freedom of Information Act and other cases for law firms specializing in trade, commercial litigation, and administrative law. Mr. Goldstein also worked as a Translator & Interpreter in Washington, D.C.; Ann Arbor, MI; and Osaka, Japan. In this role, he reviewed and translated legal documents, technical materials, periodical articles, memoranda and correspondence for law firms; Japanese, European and American companies; and the US Government. Mr. Goldstein served on the Tokyo Stock Exchange Advisory Board from He was a member of the Tokyo Stock Exchange Corporate Governance Advisory Panel from Mr. Goldstein earned his J.D. from the University of Michigan Law School in 1993 and his M.A. in Economics from the University of Maryland in He holds a B.A. in East Asian Studies from Wesleyan University.

4 SPEAKER BIOGRAPHIES PAGE PAGE 4 4 Alan Lieberman alieberman@blankrome.com Alan Lieberman has nearly 40 years of experience in both government service and private practice. With this extensive background, Mr. Lieberman addresses and solves significant litigation, regulatory, and enforcement matters for clients. As a former Assistant United States Attorney in Philadelphia, where he was Chief of the White Collar and Public Corruption Unit ( ), and a trial lawyer for the SEC s Division of Enforcement in Washington, D.C. ( ), Mr. Lieberman is adept at understanding and handling the most complex matters. Among the many complex cases that he has tried, Mr. Lieberman has successfully tried to verdict criminal tax fraud and grand jury perjury cases, both as a federal prosecutor and as defense counsel. He represents public companies, senior executives, and professionals in a variety of corporate litigation, regulatory, and white collar matters, including: SEC enforcement and compliance planning and executing internal investigations advising corporate boards and audit committees on governance and compliance issues civil and criminal RICO, defense and plaintiff antitrust defense criminal tax fraud Mr. Lieberman is an adjunct professor at Georgetown University Law Center. While at the SEC, he was an instructor in the SEC University and his course was simulcast to all SEC regional offices. Mr. Lieberman is an instrument-rated pilot who flies abused dogs rescued from quick kill facilities to new homes along the I-95 corridor. Frederick D. Lipman and President of the Association of Audit Committee Members, Inc lipman@blankrome.com Frederick D. Lipman is an internationally known authority on corporate governance, risk management, and business topics, and is a senior partner at Blank Rome LLP. A graduate of Harvard Law School, he has more than 50 years of experience in corporate governance (including special committee and controlling shareholder representation) and business law. Mr. Lipman was selected as an expert witness on corporate governance issues in a lawsuit involving the U.S. Olympic swimming team in the U.S. District Court for the Central District of California. He has authored 16 books, including 4 books on corporate governance, namely, Audit Committees (The Bureau of National Affairs, Inc. 2015), Whistleblowers, Incentives, Disincentives and Protection Strategies (John Wiley & Sons, Inc. 2012), Executive Compensation Best Practices (John Wiley & Sons, Inc. 2008), and Corporate Governance Best Practices (John Wiley & Sons, Inc. 2006), as well as other books on initial public offerings, valuing and selling businesses and employee incentives. Mr. Lipman s Executive Compensation Best Practices book was cited by the SEC in its decision to change the compensation chart for all public companies. His Corporate Governance Best Practices book is used as either required or supplemental reading in a number of universities around the world. He has appeared on CNN, CNBC, Bloomberg, Fox Business, and Chinese television and has been quoted in the Wall Street Journal, New York Times, USA Today, Forbes, and other publications. Mr. Lipman has lectured on corporate governance topics at the United Nations in Geneva, Switzerland, and in China, Thailand, India and Australia. Mr. Lipman has held faculty positions in the MBA program at the Wharton School of Business and at the University of Pennsylvania Law School for a combined total of 13 years and at Temple University of Law School for 5 years. Mr. Lipman also serves as president of the Association of Audit Committee Members, Inc., a not-for-profit organization dedicated to developing best practices for audit committees, which has over 400 members. He has been a member of the board of directors of Butler Aviation, Inc. and an officer of AEL Industries, Inc., both of which were publicly-traded companies.

5 SPEAKER BIOGRAPHIES PAGE PAGE 5 5 Ann C. Mulé Associate Director, John L. Weinberg Center for Corporate Governance, Lerner College of Business & Economics, University of Delaware mulea@udel.edu Ann C. Mulé is the Associate Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. In that capacity, she oversees and manages all of the professional, public service and academic outreach activities of the Center in furtherance of scholarship, education and impact in the corporate governance field. Ms. Mulé previously retired from Sunoco, Inc. after over 30 years of service as a corporate and securities law attorney. Her most recent position was Chief Governance and Compliance Officer, Assistant General Counsel and Corporate Secretary. In that role, Ms. Mulé provided legal counsel to Sunoco s Board of Directors and Senior Management Team. Ms. Mulé is a member of the Society of Corporate Secretaries and Governance Professionals, having previously served on the national Board of Directors. She previously served on the Advisory Board of the University of Delaware s Weinberg Center for Corporate Governance, on the Board of the Philadelphia Zoo and as a board member of other professional organizations. Ms. Mulé received her J.D. degree from Villanova University School of Law. Ms. Mulé is a frequent speaker on governance topics. Her team at Sunoco was nominated as one of the top five governance teams in the country by Corporate Secretary Magazine in Ms. Mulé was named as one of the 100 Top Governance Leaders by Directorship Magazine-NACD Directorship 100 in 2007 & 2008 and was named as one of the 20 People to Watch by NACD Directorship 100 in Melissa Palat Murawsky murawsky@blankrome.com Melissa Murawsky focuses her practice on securities and corporate law. She serves a wide range of clients with respect to matters such as: corporate governance public and private equity and debt offerings mergers, acquisitions and other strategic transactions SEC filings and compliance executive compensation and equity compensation plans compliance with NASDAQ, NYSE and NYSE MKT requirements registration, regulation and governance of investment advisers compliance with the Sarbanes-Oxley Act, the Dodd-Frank Act and the JOBS Act Ms. Murawsky writes and speaks frequently on securities compliance and corporate governance matters.

6 SPEAKER BIOGRAPHIES PAGE PAGE 6 6 Carlos F. Ortiz (New York); (Princeton) cortiz@blankrome.com Carlos is a seasoned trial lawyer with significant white collar defense and investigations experience. He uses his prominent fifteen-year background as a federal prosecutor to assist clients with matters relating to the Foreign Corrupt Practices Act ( FCPA ), allegations of fraud against government agencies and financial institutions, securities and healthcare fraud, as well as high-risk tax controversies. Mr. Ortiz has a keen understanding of the complexities and nuances involved when corporations and financial institutions need to conduct internal investigations, address issues of corporate governance, or face civil regulatory and criminal exposure. His practice includes advising corporations and their boards of directors and committees in connection with corporate governance and compliance matters. He has conducted numerous domestic and international internal investigations on behalf of companies in the financial services, pharmaceutical, healthcare, aerospace, energy, and telecommunications industries. He has extensive experience representing corporations and individuals in connection with matters before enforcement and regulatory agencies including the U.S. Department of Justice, the SEC, and various State Attorney General s Offices. He also has significant experience assisting companies in efficiently responding to subpoenas, thereby minimizing any disruption to their business operations. Additionally, he has represented several accounting firms in grand jury and SEC investigations involving both the preparation of tax returns and their audit practice. Mr. Ortiz is known for his ability to lead and coordinate teams in a wide variety of complex matters affecting corporations and financial institutions, including due diligence related to mergers and acquisitions. He was also part of the team working with Senator George J. Mitchell in connection with his independent investigation of performance enhancing substance use in Major League Baseball. While at the U.S. Attorney s Office for the District of New Jersey, he served as Deputy and Acting Chief of the Criminal Division, where he supervised eight criminal litigation units government fraud, commercial crime, securities and healthcare fraud, terrorism, violent crimes, OCDETF and money laundering, public protection, and the Organized Crime Strike Force. He also served as the Chief of the Government Fraud Unit, overseeing the work of approximately 80 Assistant U.S. Attorneys. During his tenure as a federal prosecutor, Mr. Ortiz tried approximately 20 jury trials in federal court, the majority involving criminal tax offenses. He also served as the international coordinator where he worked closely with the Department of Justice s Office of International Affairs in all matters involving international prosecutions. Mr. Ortiz was also responsible for conceptualizing and leading a global financial investigation resulting in the breakup of a massive international network of Internet-based commercial money laundering and child pornography rings. In the course of that investigation, he coordinated the efforts of federal and international law enforcement agencies, banks, and credit card companies. Mr. Ortiz was honored at the White House by President Bush in May 2005, and received an award from the National Center for Missing and Exploited Children at a congressional breakfast, for his role in leading this groundbreaking international investigation. He lectures extensively on topics involving financial crimes and trial advocacy in both the United States and Europe, and has been recognized as a Super Lawyer in the Super Lawyers listing from and each year since 2010.

7 SPEAKER BIOGRAPHIES PAGE 7 Michael Plunkett plunkett@blankrome.com Michael Plunkett takes a common sense approach to legal matters by identifying practical and cost effective solutions, while minimizing legal risks. He understands that the best legal advice must be based on a thorough understanding of each client s business and goals. Mr. Plunkett represents both domestic and international public and private companies, entrepreneurs, and business owners in a wide range of securities, corporate and commercial matters, including: SEC and stock exchange reporting and compliance mergers, acquisitions and other strategic transactions capital raising activities, including public offerings and private placements of debt and equity securities corporate governance matters traditional bank financings executive compensation and equity compensation plans business formation, growth and development general business and commercial agreements and transactions With his broad background, Mr. Plunkett often acts as outside corporate counsel for clients by providing a wide range of legal advice. He frequently coordinates and oversees the delivery of the Firm s other legal services, such as litigation, real estate, tax, employee benefits and intellectual property, to ensure exceptional client service and responsiveness that takes into account each client s unique business needs and objectives. Ronald M. Schneider Director, Corporate Governance Services, RR Donnelley ronald.m.schneider@rrd.com Ron joined the RR Donnelley Global Capital Markets group as Director of Corporate Governance Services in April, He is responsible for providing thought leadership on emerging corporate governance, proxy and disclosures issues. Over the past three decades, Ron has advised senior management, the C-suite and boards of public companies of all sizes, industries and stages of growth facing investor activism, as well as challenging and sensitive proxy solicitations involving corporate governance, compensation and control issues. His primary recent focus has been helping companies conduct engagement programs with their top institutional investors with the objective of identifying and addressing investor concerns through best practices in proxy disclosure. At RR Donnelley, Ron works closely with clients and RR Donnelley s sales and service teams to identify and implement appropriate changes to proxy statement design, content and navigation that fit each client s unique corporate culture and proxy-related objectives. During his career he has managed more than 1,600 proxy solicitations, 200 tender or exchange offers and 30 proxy contests, with his proxy fight clients succeeding in over 70% of such situations. Ron s prior experience includes three years at AST Phoenix Advisors and nine years at BNY Mellon, providing thought leadership on regulatory changes and emerging best practices, and advising clients on proxy, governance and activism issues. Prior to that, Ron spent four years at The Financial Relations Board (FRB), a leading investor relations agency, where he managed its proxy solicitation, corporate governance and stock surveillance practice. Before that, he was a consultant to major proxy intermediary ADP Investor Communication Services (now known as Broadridge), where he served as its first Issuer Liaison with responsibility for its relationships with issuer companies. Earlier in his career, Ron held increasingly senior positions at major proxy solicitation firms Morrow & Company, D.F. King and Georgeson & Company, where he served on its first Board of Directors. Ron earned a B.A. in Economics from Princeton University.

8 SPEAKER BIOGRAPHIES PAGE 8 Jane K. Storero Vice President, Corporate Governance and Secretary, PEPCO Holdings, Inc jkstorero@pepcoholdings.com Jane K. Storero is Vice President Corporate Governance and Secretary for Pepco Holdings, Inc., Ms. Storero is responsible for Pepco s SEC reporting and corporate governance and the Corporate Secretary function. Prior to joining Pepco, Ms. Storero was a partner in the Public Companies Practice Group of Blank Rome LLP where she represented public companies in connection with going public transactions, securities compliance, corporate governance matters, capital raising activities and mergers and acquisitions. She is experienced in all aspects of corporate and securities law, including: public and private offerings of securities, corporate governance matters, audit committee issues, international securities transactions and compliance with SEC and exchange rules. Ms. Storero is a lecturer on legal issues related to corporate governance, going public, shareholder activism and business practices topics. She has authored various articles and other publications on these topics. Ms. Storero received her law degree and an MBA in Finance from The George Washington University. Ms. Storero serves on the board of the Girl Scout Council Nation s Capital and a member of the governance and nominating committee for this organization. Ms. Storero is a member of the Society of Corporate Secretaries and Governance Professionals and serves on its Securities Law Committee.