Are You Ready for the 2015 10-K/Proxy Season? T H U R S D AY • D E C E M B E R 4, 2014 Speaker Biographies Jeffrey P. Bacher Principal, Compensa on, Buck Consultants, LLC, A Xerox Company 610.651.8523 jeff[email protected] Jeffrey Bacher is a principal and execu ve compensa on consultant at Buck Consultants at Xerox. He has prac ce development and project leadership responsibili es for clients throughout the Mid-Atlan c and Northeastern United States. Jeff has over twenty years of experience both in consul ng and as a corporate execu ve managing compensa on and benefit programs for 37,000 employees in over 100 countries. Jeff ’s consul ng background includes a wide variety of projects designed to assist clients with the integrated and effec ve management of Board compensa on, execu ve compensa on and other reward programs. Jeff ’s areas of exper se include the development of total reward philosophies; compe ve execu ve and director compensa on plans; Board governance issues; and effec ve incen ve and goal based plans. Jeff ’s consul ng 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 compensa on 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 execu ve compensa on topics by CNBC and the Bloomberg Channel. Jeff is a Cer fied Execu ve Compensa on Professional. S P E A K E R B I O G R A P H I E S • PA G E 2 Yelena M. Barychev Partner, Blank Rome LLP 215.569.5737 [email protected] Yelena Barychev advises management on: public and private offerings of debt and equity securi es tender offers prepara on of proxy statements, Forms 10-K, 10-Q, 8-K and other SEC filings company website disclosures social media policies execu ve compensa on ma ers corporate governance issues compliance with NASDAQ and NYSE lis ng requirements compliance with the Sarbanes-Oxley Act, the Dodd-Frank Act and the JOBS Act Ms. Barychev represents U.S. and European companies in connec on with business and corporate law ma ers, including business forma on and planning, as well as contract dra ing and nego a ons. She also counsels nonprofit organiza ons. Ms. Barychev writes and speaks frequently on securi es compliance and corporate governance issues. Leslie Brush Vice President-Legal, Chief Governance Officer & Secretary, SunGard 610.341.8701 [email protected] Leslie Brush is the Vice President–Legal, Chief Governance Officer and Secretary of SunGard Data Systems Inc., a leading so ware and technology services company. Prior to joining SunGard in 1994, she was a lawyer with Morgan, Lewis & Bockius LLP, Philadelphia. Francis E. Dehel Partner, Blank Rome LLP 215.569.5532 [email protected] Frank Dehel advises public companies, businesses, boards of directors and entrepreneurs on a wide variety of corporate ma ers, including: SEC regulatory, repor ng and compliance issues mergers, acquisi ons and sales of public and private companies capital forma on, including public offerings and private placements of debt and equity securi es corporate governance ma ers general contract dra ing 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 ra ng from Mar ndale-Hubbell. S P E A K E R B I O G R A P H I E S • PA G E 3 Joe Hasse Senior Vice President, Investor Rela ons, Gregory FCA 610.228.2110 [email protected] Joe Hasset is Senior Vice President of Gregory FCA’s investor rela ons team. He joined the company a er Gregory FCA’s merger with JPH Investor Rela ons, a successful IR consul ng firm Joe founded in 1999. Joe consults with the firm’s investor rela ons clients on financial and corporate communica ons issues. He emphasizes shareholder value crea on through rela onship building with analysts, por olio managers, retail audiences and the media. In addi on, Joe provides strategic direc on and oversight in the crea on, development, and produc on of financial communica ons materials. Joe’s exper se emanates from a deep understanding of how the investment community’s various quan ta ve and qualita ve financial models drive investment decision making. Prior to founding JPH Investor Rela ons, Joe held senior level IR posi ons at The Thomas Group, an interna onal professional services firm; and at ADVANTA Corpora on, a $20 billion financial services company. He was previously Mid-Atlan c regional manager for a major insurance company with bo om-line responsibility for the company’s analy cal and financial products. Joe holds a Bachelor of Science degree from The Wharton School of the University of Pennsylvania and a master of business administra on with concentra ons in Finance and Market Research from Drexel University. He has served as an officer of the Philadelphia Chapter of the Na onal Investor Rela ons Ins tute (NIRI) and has taught economics and finance. Alan Lieberman Partner, Blank Rome LLP 202.772.5935 [email protected] Alan Lieberman has nearly 40 years of experience in both government service and private prac ce. With this extensive background, Mr. Lieberman addresses and solves significant li ga on, regulatory, and enforcement ma ers for clients. As a former Assistant United States A orney in Philadelphia, where he was Chief of the White Collar and Public Corrup on Unit (1973-1978), and a trial lawyer for the SEC’s Division of Enforcement in Washington, D.C. (2004-2014), Mr. Lieberman is adept at understanding and handling the most complex ma ers. 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 execu ves, and professionals in a variety of corporate li ga on, regulatory, and white collar ma ers, including: SEC enforcement and compliance planning and execu ng internal inves ga ons advising corporate boards and audit commi ees on governance and compliance issues civil and criminal RICO, defense and plain ff an trust 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 facili es to new homes along the I-95 corridor. S P E A K E R B I O G R A P H I E S • PA G E 4 Melissa Palat Murawsky Partner, Blank Rome LLP 215.569.5732 [email protected] Melissa Murawsky focuses her prac ce on securi es and corporate law. She serves a wide range of clients with respect to ma ers such as: public and private equity and debt offerings mergers, acquisi ons and other strategic transac ons SEC filings and compliance corporate governance execu ve compensa on and equity compensa on plans compliance with NASDAQ, NYSE and NYSE MKT requirements registra on, regula on 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 securi es compliance and corporate governance ma ers. Michael Plunke Partner, Blank Rome LLP 215.569.5471 Plunke @BlankRome.com Michael Plunke takes a common sense approach to legal ma ers by iden fying prac cal and cost effec ve solu ons, 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. Plunke represents both domes c and interna onal public and private companies, entrepreneurs, and business owners in a wide range of securi es, corporate and commercial ma ers, including: SEC and stock exchange repor ng and compliance mergers, acquisi ons and other strategic transac ons capital raising ac vi es, including public offerings and private placements of debt and equity securi es corporate governance ma ers tradi onal bank financings execu ve compensa on and equity compensa on plans business forma on, growth and development general business and commercial agreements and transac ons With his broad background, Mr. Plunke o en 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 li ga on, real estate, tax, employee benefits and intellectual property, to ensure excep onal client service and responsiveness that takes into account each client’s unique business needs and objec ves. Sean Quinn Execu ve Director, ISS 301.556.0378 [email protected] Sean Quinn heads ISS’ U.S. Research team. Previously, he headed ISS’ Governance Ins tute, where he provided research and informa on around key governance issues and coordinated ISS’ policy development and engagement teams. He also co-headed ISS’ Americas Research team and led financial sector research, specializing in proxy contests, mergers, and issues rela ng to boards of directors. He is the primary author of the study “Controlled Companies in the Standard & Poor’s 1500: A Ten Year Performance and Risk Review”, sponsored by the IRRC Ins tute. Sean is a member of ISS’ Global Policy Board and has traveled extensively to ISS’ interna onal offices to provide on-the-ground policy guidance. Prior to joining ISS, Sean worked in the private equity group at Arlington Asset Management, formerly Friedman, Billings, Ramsey & Co., and in government rela ons with the American Stock Exchange. He is a graduate of Georgetown University’s MBA program. S P E A K E R B I O G R A P H I E S • PA G E 5 Ronald Schneider Director, Corporate Governance Services, RR Donnelley 212.341.7593 [email protected] Ron joined the RR Donnelley Global Capital Markets group as Director of Corporate Governance Services in April, 2013. 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 ac vism, as well as challenging and sensi ve proxy solicita ons involving corporate governance, compensa on and control issues. His primary recent focus has been helping companies conduct engagement programs with their top ins tu onal investors with the objec ve of iden fying and addressing investor concerns through best prac ces in proxy disclosure. At RR Donnelley, Ron works closely with clients and RR Donnelley’s sales and service teams to iden fy and implement appropriate changes to proxy statement design, content and naviga on that fit each client’s unique corporate culture and proxy-related objec ves. During his career he has managed more than 1,600 proxy solicita ons, 200 tender or exchange offers and 30 proxy contests, with his proxy fight clients succeeding in over 70% of such situa ons. 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 prac ces, and advising clients on proxy, governance and ac vism issues. Prior to that, Ron spent four years at The Financial Rela ons Board (FRB), a leading investor rela ons agency, where he managed its proxy solicita on, corporate governance and stock surveillance prac ce. Before that, he was a consultant to major proxy intermediary ADP Investor Communica on Services (now known as Broadridge), where he served as its first “Issuer Liaison” with responsibility for its rela onships with issuer companies. Earlier in his career, Ron held increasingly senior posi ons at major proxy solicita on 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. Brad L. Shiffman Partner, Blank Rome LLP 212.885.5442 bshiff[email protected] Brad Shiffman is an accomplished a orney who concentrates his prac ce in the areas of securi es and corporate law. Mr. Shiffman’s clients find that his accoun ng background has helped him iden fy, analyze, and be er assist them in structuring transac ons with complex accoun ng issues and with handling these issues as they arise. He has par cular experience in the representa on of issuers, underwriters and placement agents in connec on with public and private securi es offerings, including: IPOs and follow-on public offerings PIPEs and registered direct offerings SPACs and other structured blank-check offerings Baby bond offerings Perpetual and term preferred stock offerings At-the-market offerings Rights offerings Mr. Shiffman also advises clients in structuring, nego a ng, and comple ng venture capital investments, SEC repor ng and corporate law and governance ma ers. Mr. Shiffman has extensive experience advising investment banks in all steps of a capital markets transac on, from dra ing, reviewing and nego a ng engagement and reten on le ers, placement agent agreements, underwri ng agreements, agreements among underwriters, selected dealer agreements and other syndicate documents, to advising on SEC and FINRA disclosure and regulatory issues and exchange lis ng issues. S P E A K E R B I O G R A P H I E S • PA G E 6 Nancy Smith Assistant Vice President, Senior Counsel & Assistant Corporate Secretary, Lincoln Financial Group 484.583.1704 [email protected] Nancy Smith joined the Legal Department at Lincoln Financial Group in 2009. Prior to joining Lincoln, she was Vice President, General Counsel and Corporate Secretary of Metrologic Instruments, Inc. Nancy began her legal career with an intellectual property law firm in Bal more, Maryland. Nancy received her Bachelor’s Degree in Biology from LaSalle University in Philadelphia, PA, and her Juris Doctorate, magna cum laude, from the University of Bal more in Bal more, Maryland. Nancy is admi ed to prac ce in States of New Jersey and Maryland and the Commonwealth of Pennsylvania. She is also a registered patent a orney with the United States Patent and Trademark Office. Her prac ce includes securi es law, intellectual property, and corporate governance. Jane K. Storero Vice President, Corporate Governance and Secretary, PEPCO Holdings, Inc. 202.872.3487 [email protected] Jane K. Storero is Vice President–Corporate Governance and Secretary for Pepco Holdings, Inc. Ms. Storero is responsible for Pepco’s SEC repor ng and corporate governance and the Corporate Secretary func on. Prior to joining Pepco, Ms. Storero was a partner in the Public Companies Prac ce Group of Blank Rome LLP where she represented public companies in connecon with going public transac ons, securi es compliance, corporate governance ma ers, capital raising ac vi es and mergers and acquisi ons. She is experienced in all aspects of corporate and securi es law, including: public and private offerings of securi es, corporate governance ma ers, audit commi ee issues, interna onal securi es transac ons and compliance with SEC and exchange rules. Ms. Storero is a lecturer on legal issues related to corporate governance, going public, shareholder ac vism and business prac ces topics. She has authored various ar cles and other publica ons 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 of the Na on’s Capital and a member of the governance and nomina ng commi ee for this organiza on.
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