Skip to main content

Hot Issues in Executive Compensation 2014


Speaker(s): Adam J. Shapiro, Alfred Giardina, Andrew L. Oringer, Bindu M. Culas, Carla M. Oliveira, Charles M. Elson, Charmaine L. Slack, Chris McGoldrick, Elizabeth E. Drigotas, Erica Schohn, Henry I. Morgenbesser, Jeannemarie O'Brien, Linda E. Rappaport, Marc R. Trevino, Martha N. Steinman, Regina Olshan, Robert J. Jackson, Jr., Robert J. Neis, Robert W. Rachal, Robin M. Quittell, Thomas D. Scholz, Victoria S. Reese
Recorded on: Sep. 12, 2014
PLI Program #: 48128

Charmaine L. Slack is a partner in the New York office of Jones Day in its Employee Benefits and Executive Compensation practice.  Ms. Slack advises senior executives, boards of directors and compensation committees of public and private entities on a wide variety of executive compensation and equity arrangements.  She counsels clients on the diverse and complex compensation matters that arise in substantial domestic and cross-border M&A, leveraged buyout, financing, private equity, fund investment and other corporate transactions across a spectrum of industries. Ms. Slack’s practice encompasses designing and preparing creative incentive arrangements in fund and other investment transactions. She regularly counsels on the broad array of legal and business issues arising in executive compensation programs affecting CEOs and other senior executives, including comprehensive employment, change in control and severance arrangements; equity performance and other incentive programs and deferred compensation and director compensation programs.  Ms. Slack also provides corporate governance advice and technical guidance on tax and securities rules affecting compensation and benefits.

Ms. Slack is a frequent speaker on cutting-edge executive compensation matters.  She serves as chair of the Federal Securities Law Issues Subcommittee of the Employee Benefits Committee, Taxation Section of the American Bar Association and is a member of the Business Law Section. Ms. Slack serves on the board of Girls Incorporated of New York City, a not-for-profit organization focused on improving the lives of NYC girls by providing gender-based educational programs.  Ms. Slack also serves as a member of Jones Day’s Firmwide Diversity, Inclusion & Advancement Committee and chairs the New York Diversity Committee.

Ms. Slack is a graduate of New York University (LL.M. in Taxation), Harvard University (J.D.) and Pace University (B.B.A. in Management Information Systems, summa cum laude and first in M.I.S. major).  She is admitted to practice in New York and Georgia.

Prior to attending law school, Ms. Slack worked for six years for J.P. Morgan in New York City, initially as a systems analyst for foreign securities trading, and later as an officer supporting interest rate derivatives trading and a related global mark-to-market scenario and pricing system for exotic options and other derivative products developed for the traders in the company’s New York, London and Tokyo offices.


Al Giardina is the Practice Leader of PricewaterhouseCoopers' International Assignment Services Group in New York Metro with 25 years of hands-on experience in expatriate and foreign national taxation working with many multinational corporations and high-profile individuals.

He is a recognized expert on international employee tax matters and is in charge of PwC's Expatriate Tax Technical group.  Al works extensively with all aspects of deferred compensation and equity based incentive arrangements in the context of international relocations. He is currently the partner in charge of expatriate tax services for the Blackstone Group, Fortress Investment Group, Morgan Stanley, Credit Suisse Group, Jane Street Capital, McKinsey & Company, Marsh McLennan, and The Nielsen Group of Companies.

Al is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants (AICPA), the New York and Connecticut State Society of CPA and holds a B.B.A. in Accounting from Pace University in New York. 


Education

New York University School of Law, J.D., 1977 Wesleyan University, B.A., 1974, magna cum laude

Practice

Linda Rappaport is Practice Group Leader Emerita of the Executive Compensation & Employee Benefits/Private Client Group and a founding member 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 matters.  She has extensive experience in the design and implementation of executive incentive programs, including global and U.S. equity-based plans, and in the negotiation and preparation of employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.

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 also represents individual executives of public companies and private enterprises.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.  She has been ranked Band 1 for Employee Benefits & Executive Compensation: New York in Chambers USA since 2007.

Ms. Rappaport has been a partner of the firm since 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 a member of its Diversity Committee and 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.


Elizabeth Drigotas is a Principal in the Washington DC office of Deloitte Tax LLP, focusing on employee benefits and executive compensation.  Ms. Drigotas practices primarily in the areas of nonqualified deferred compensation and equity compensation, including in the context of mergers and acquisitions.  Prior to joining Deloitte Tax, Ms. Drigotas worked as an Attorney Advisor in the Office of the Benefits Tax Counsel for the U.S. Treasury Department.  During her tenure there, she participated in a number of regulatory projects including golden parachute regulations, incentive stock option regulations, and regulatory projects related to qualified plans.  She is a frequent speaker and writer on issues concerning employee benefits and compensation, in particular on the implementation of section 409A.

Ms. Drigotas received an A.B. in History from Bowdoin College in Maine, and a J.D. from the University of North Carolina at Chapel Hill.  She is a member of the Employee Benefits Committee, Section of Taxation, American Bar Association, the State Bar of Texas and the Maryland State Bar Association.

 

Phone:  202 879 4985

Email:  edrigotas@deloitte.com


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.

Selected representative work experience for Ms. Schohn includes:

Apax Partners LLP (United Kingdom) in the sale of a majority stake in Advantage Sales & Marketing LLC to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited (United Kingdom);

Becton, Dickinson and Company in its $12.2 billion acquisition of CareFusion Corporation. Both companies are manufacturers of health care products;

Endo Health Solutions Inc. in its $1.6 billion acquisition of Paladin Labs Inc. and its relocation to Ireland;

Endo International plc (Ireland) in the $1.65 billion sale of American Medical Systems Holdings Inc.’s men’s and prostate health business to Boston Scientific Corporation;

JGWPT Holdings, Inc. (a portfolio company of JLL Partners), the holding company for J.G. Wentworth and Peachtree Financial Solutions, in its $137 million initial public offering of Class A common stock and listing on the New York Stock Exchange;

Medtronic in executive compensation matters related to its $50 billion merger with Covidien;

National Financial Partners Corp. in its $1.3 billion acquisition by Madison Dearborn Partners, LLC;

NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy, Inc. to own and operate clean energy projects, in its $467 million initial public offering of common units representing limited partner interests;

NPS Pharmaceuticals, Inc. in its $5.2 billion acquisition by Shire plc (Ireland);

Pfizer Inc. in the $11.9 billion divestiture of Pfizer Nutrition to Nestlé S.A.;

Sensata Technologies Holding N.V. (the Netherlands) in the $1 billion acquisition by its wholly owned indirect subsidiary Sensata Technologies B.V. of Schrader International, Inc. from Madison Dearborn Partners;

Sentinel Capital Partners, LLC, a private equity firm, in its acquisition of PlayCore, a manufacturer of swing sets and playground equipment and Hollander Home Fashions Holdings, a manufacturer of bedding products;

Valeant Pharmaceuticals International, Inc. in its $8.7 billion acquisition of Bausch & Lomb Holdings Incorporated; and

Veritas Capital in the $381 million acquisition of Anaren, Inc. by an affiliate of The Veritas Capital Fund IV, L.P.

Ms. Schohn also has provided advisory work on compensation, benefits, securities and tax-related matters for public and private companies including, among others, Endo Health Solutions Inc.; Janus Capital Group; Medtronic Inc.; Realogy and Valeant Pharmaceuticals International, Inc.

Ms. Schohn is the author and editor of the Section 409A Handbook, published by Bloomberg BNA, and speaks at seminars on issues relating to executive compensation, tax planning and corporate governance. Ms. Schohn also was selected for inclusion in Chambers USA: America’s Leading Lawyers for Business 2015. 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.


Henry Morgenbesser is a founding partner of Katzke & Morgenbesser LLP. Henry has over 30 years of experience in employee benefits and executive compensation matters, with a primary focus on executive compensation aspects of domestic and cross-border mergers and acquisitions and individual contractual negotiations. He advises both corporate and individual clients on structuring, negotiating and drafting acquisition, divestiture, joint venture, employment,  severance, change-in-control, consulting, non-competition, and employment settlement agreements and clawback, retention, deferred compensation and cash-based, equity-based and other incentive compensation plans and arrangements. Henry also provides counsel on structuring and developing golden parachute excise tax strategies and conducting change-in-control defense reviews. Henry routinely addresses corporate directors and compensation committees on benefits and executive compensation issues relating both to transactional and day-to-day advisory matters.

With respect to individual representations, Henry has represented one or more members of senior management or other key employees in matters involving, among others, Adelphia Communications, Bank of America, Capital Source, Central Hudson Gas & Electric, Ceridian, Chrysler, Cinergy, CLS Bank, Convergys, Credit Suisse, Diamond Offshore Drilling, Dixie Electric, Duke Energy, Fortis Bank, Jackson Hewitt Tax Services, Mead, Merrill Lynch, MetLife, MFA Financial, Morgan Stanley, Perry Capital, Sierra Pacific Resources, Sotheby's, United Rentals, US Foodservice and Vestas Wind America.

Prior to founding Katzke & Morgenbesser LLP, Henry was a New York-based partner at White & Case, and, more recently, at Allen & Overy LLP where he headed the North American benefits and compensation practice for the global law firm. Henry is a frequent lecturer on employee benefits and executive compensation matters (including for the American Bar Association and Practicing Law Institute), and has authored or co-authored many published articles. Henry has been listed annually since 2007 in Best Lawyers in New York (both for benefits and compensation and, in 2012, for employment) and New York Super Lawyers and his practice had a Band 3 listing in Chambers USA-America's Leading Lawyers for Business, as well as a Tier I national ranking in US News and World Report.

Education

Boston University School of Law (J.D., 1980) Cornell University (B.A., 1977)

Bar Admissions

New York State, 1981 

Massachusetts, 1981

U.S. Tax Court, 1981


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 $500 billion of mergers and acquisitions transactions over the last decade.  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.

The transactions in which Ms. O'Brien has been involved include many major financial institution transactions, both bank and non-bank, including: Huntington Bancshares/FirstMerit; Astoria Financial Corporation/New York Community Bank; City National/Royal Bank of Canada; National Penn Bancshares/BB&T; Chubb/ACE Limited; Heartland Payments/Global Payments; Vantiv/Mercury Payments Systems; Hilltop Holdings/Plains Capital; CapitalSource/PacWest Bancorp; Umpqua Holdings Corporation/Sterling Financial Corporation; Huntington Bancshares/Camco Financial; Marshall & Ilsley/Bank of Montreal; Alleghany Corporation/Transatlantic Holdings; Comerica Incorporated/Sterling Bancshares, Inc.; Bank of America Corporation/Merrill Lynch; Wells Fargo/Wachovia; Countrywide/Bank of America Corporation; FleetBoston Financial Corp./Bank of America Corporation; MBNA/Bank of America Corporation; J.P. Morgan/Bank One; J.P. Morgan/Bank of New York; Warburg Pincus/The Mutual Fund Store and TMFS Holdings, LLC.  She also has been involved in transactions outside of the financial sector, including: Abbott/St. Jude Medical; Thermo Fisher Scientific/ FEI Company; Pfizer Inc./Anacor Pharmaceuticals, Inc.; Pfizer Inc./Allergan plc; United Technologies (Sikorsky Aircraft)/Lockheed Martin; Carefusion/Becton Dickinson; Cox Automotive/Dealertrack Technologies; United Technologies Corporation/Goodrich Corporation; Thermo Fisher Scientific/Life Technologies Corporation; Leap Wireless/AT&T; Gannett (TEGNA) in its spinoff of its publishing business; Rayonier Inc.’s spinoff of its performance fibers business; and CBS Outdoor Americas’ initial public offering.

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's “Financial Institutions M&A,” an annual review of leading developments.

Ms. O’Brien received a B.A. cum laude from Mount Holyoke College in 1989, and a J.D. cum laude from Fordham Law School in 1994, 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 Trinity School in New York City and of the non-profit organization Prep for Prep and is on the Advisory Board of St. Bartholomew Community Preschool in New York City.


Martha Steinman is partner in Hogan Lovells US LLP and has extensive experience in executive compensation, employee benefits, qualified and non-qualified plans, and welfare plans.  As Co-Chair of the firm's Employee Benefits and Executive Compensation practice, she works with boards of directors, compensation committees, and senior management to navigate the rough seas they face as they strive to develop sensible and effective compensation programs in the face of potential criticism from shareholders and outside commentators.  Her practice reflects the intersection of corporate governance, disclosure, securities law, and tax.  Martha's goal is to offer clients pragmatic advice to find solutions that will meet their business needs, reflect evolving best practices, and withstand external scrutiny.

Martha also works with clients to address employee benefit issues in the context of mergers, acquisitions, and divestitures, guides them through the transaction itself, and advises them on post-closing transition issues.  A significant portion of Martha's practice is in the area of equity and incentive compensation. Additionally, she works with clients to negotiate employment and severance agreements, design compensation packages, and navigate retirement planning. Martha also advises companies on traditional employee benefit plan matters. She works with clients to insure the qualified status of their plans under IRS rules and advises retirement plan committees on ERISA fiduciary matters. Where her clients face challenges, she works with them to defend audits and negotiate settlements with the IRS and the Department of Labor.

Martha is a frequent speaker on matters relating to executive compensation, corporate governance, and ethics. Martha is a member of the Board (and immediate past president) of the New York/New Jersey Chapter of the NASPP, Vice Chair of the Employee Benefits Committee of the ABA Tax Section and also is active in other bar association and other industry groups and has held numerous leadership positions.  She is a fellow of the American College of Employee Benefits Counsel.


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. This includes tax laws (including laws governing deferred compensation, golden parachute arrangements and deduction limitation rules), securities laws (including reporting and disclosure requirements and registration issues) and compensation-related litigation matters.

In addition, Ms. Olshan regularly advises public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, spin-offs, initial public offerings, restructurings and other extraordinary corporate events, including private equity and leveraged buyout transactions. She also regularly advises large public companies and individual senior executives on the adoption, revision, and negotiation of executive employment and severance agreements, as well as litigation and controversies involving executive compensation.

Ms. Olshan 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. She also has been quoted in various major publications on significant executive compensation issues of the day. Ms.

Olshan 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. In 2013, Chambers USA also recognized Skadden’s Executive Compensation and Benefits Group with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas. Ms.

Olshan also was named in Lawdragon 500 Leading Lawyers in America.

Education

J.D., Yale Law School

Fulbright Award, College d’Europe, Brussels, Belgium

B.A. (Physics), Harvard University

Bar Admissions

New York Connecticut

Associations

American Bar Association

The National Association of Stock Plan Professionals

Society of Corporate Secretaries and Governance Professionals

National Association of Corporate Directors


Robert Neis is the Deputy Benefits Tax Counsel in the Office of Tax Policy at the U.S. Treasury Department.  The Benefits Tax Counsel is responsible for developing and reviewing policy, legislation, regulations, and revenue rulings dealing with all aspects of employee benefits taxation and related matters.  Mr. Neis joined the Treasury Department in June of 2012 and works on a variety of employee benefits issues, including executive compensation, qualified retirement plans, health care, and fringe benefits.

Before joining the Treasury Department, Mr. Neis was a partner in the tax group at the Sutherland law firm.  His practice focused primarily on executive compensation matters, but he also advised clients on the tax and labor aspects of qualified plans, welfare plans, and fringe benefits.

Mr. Neis received his J.D. from Cornell Law School, where he was the editor-in-chief of the Cornell Law Review, and his B.A from Middlebury College.  He was also law clerk for the Honorable Elbert P. Tuttle on the Eleventh Circuit Court of Appeals.


Robert Rachal's work focuses on complex class action and ERISA litigation, including executive compensation issues, and he also advises employers on ERISA benefit and fiduciary issues. Robert has assisted clients in the defense of numerous class actions under ERISA. Some recent examples include:

  • Overall v. Ascension – representing company and plan fiduciaries against claim the pension plan did not qualify for “church plan” status under ERISA
  • Hans v. Tharaldson – representing trustee fiduciary against claim ESOP paid more than fair market value for company’s stock
  • Allen v. Honeywell – representing company and plans against claims plan merger illegally cutback benefits, and that plan terms entitled class of participants to greater benefits
  • In re EDS ERISA Litigation – represented company and its officers and plan fiduciaries against claims they breached their fiduciary duties regarding investments in employer stock
  • Hastings v. Wilson et al. – represented group of pilots against claim they breached their fiduciary duties regarding investments in the company’s stock

Robert is a prolific writer and lecturer on cutting-edge ERISA and related healthcare litigation issues. He is a contributing author for BNA's EMPLOYEE BENEFITS LAW (3d Ed. 2012), and co-authors BNA's ERISA LITIGATION (5th ed 2014) Chapter 39 “Violation of Fiduciary Duty by Misrepresentation and Nondisclosure,” Chapter 41 “Fiduciary Duties Regarding 401(k) & ESOP Investments in Employer Stock,” and Chapter 34 “Fees and Expenses Litigation in Defined Contribution Plans.” He also recently co-authored the articles “Labor and Employment and ERISA Class Actions After Wal-Mart and Comcast: A Defense Perspective” in 22 ABA JOURNAL LABOR & EMPLOYMENT LAW 319 (Winter 2014) and “Cigna Corp. v. Amara and ERISA’s Equitable Remedies: Revolutionary Overthrow or Doctrinal Clarification? ” 25 Benefits law Journal 37 (Spring 2012). Work in the executive compensation area includes:

  • Gray v T.V. Guide et al. – defended company against claim owed almost ten million in executive compensation because of an alleged duty to create a top hat plan to provide options in the company
  • Panel arbitrator for confidential arbitration involving executive and pension benefits
  • Speaker at ABA JCEB National Institute program on Employee Benefits in Mergers & Acquisitions on Ethical Complexities in Deals (New York, NY, June 2014)

Robert is a former management co-chair of the ABA Labor Section’s Employee Benefits Committee, and speaks regularly for the ABA and the JCEB on ERISA fiduciary, complex litigation, and executive compensation issues.


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.


Robert J. Jackson Jr.
Professor of Law and Director, Columbia Program on Corporate Law and Policy

Robert J. Jackson Jr. is a prominent expert on executive compensation and corporate governance issues. Before joining the faculty in 2010, Jackson served as an adviser to senior officials at the U.S. Department of the Treasury and in the Office of the Special Master for TARP Executive Compensation. Prior to his government service, Jackson practiced in the executive compensation department at Wachtell, Lipton, Rosen & Katz.

Jackson has testified about his work before the U.S. Senate, and his research has been the subject of rulemaking commentary before several federal agencies, including the Federal Reserve and the Securities and Exchange Commission. His most recent projects include the first empirical study of incentives throughout the managerial hierarchy of a large investment bank (Stock Unloading and Banker Incentives, 112 Colum. L. Rev. 951 (2012)) and the first comprehensive study of CEO pay in firms owned by private equity (Private Equity and Executive Compensation, 60 U.C.L.A. L. Rev. 638 (2013)). Jackson has also written about corporate spending on politics (Corporate Political Speech: Who Decides?, 124 Harv. L. Rev. 83 (2010) (with Lucian A. Bebchuk)), and he co-chaired a group of legal academics that petitioned the SEC to make rules requiring U.S. public companies to disclose such spending. In 2012, Columbia Law School students honored Jackson with the Willis L.M. Reese Prize for Excellence in Teaching.

Jackson received his J.D. from Harvard Law School. He also holds an M.P.P. from Harvard’s Kennedy School of Government; an M.B.A. from the Wharton School; and B.A. and B.S.E. degrees from the University of Pennsylvania and Pembroke College at Oxford University.


Bindu joined Frederic W. Cook & Co., Inc. in December 2012 and is a Principal in the New York Office.

Bindu has over 15 years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring equity incentive programs, employment agreement, 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 Cook & Co., 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.


Adam J. Shapiro is a partner in the Executive Compensation and Benefits Department at Wachtell, Lipton, Rosen & Katz, focusing on mergers and acquisitions, corporate governance matters and executive employment arrangements.

Mr. Shapiro received a B.A. from Cornell University in 1993 and a J.D. from the University of Pennsylvania Law School in 1996, where he was an articles editor of the University of Pennsylvania Law Review. He served as a law clerk to the Honorable John C. Lifland of the United States District Court, District of New Jersey from 1996 to 1997.


Andrew L. Oringer
Partner | Employee Benefits and Executive Compensation, Retirement Plans/ERISA/Tax, Financial Services and Investment Management, Real Estate, Private Equity, Investment Funds, Alternative Investmen Funds, Corporate, Permanent Capital

Andrew L. Oringer is co-chair of Dechert’s ERISA and Executive Compensation group, and leads the firm’s national fiduciary practice in New York. He counsels clients on their employee benefit plans and programs, benefits-related tax matters and fiduciary issues arising in connection with the investment of employee benefit plan assets.

Mr. Oringer’s practice includes advising clients regarding ERISA and employee benefits generally, including 401(k) and other retirement plans as well as medical and other welfare plans. His advice to clients encompasses all aspects of corporate transactions and initial public offerings in which benefits and compensation issues play a central part. He regularly counsels financial institutions and plan fiduciaries regarding investments, and has been instrumental in designing complex investment structures to address difficult ERISA issues.

Mr. Oringer advises clients with respect to the design and implementation of arrangements relating to executive compensation, including stock option and other equity-based arrangements. His practice extends to the representation of employers and executives in the negotiation of executive employment and termination agreements.

Nationally known for his experience with ERISA and matters relating to executive compensation, Mr. Oringer is a frequent speaker and writer on a wide variety of topics. His written work includes the chapter on Releases in the Section 409A Handbook, and the chapter on Investment Funds and ERISA in ERISA Fiduciary Law. Publications including The Wall Street Journal, The New York Times, The Financial Times, Crain’s Pensions & Investments, Newsday, USA Today and The Chicago Sun Times have quoted him in articles on employee benefits issues. He has authored, co-authored or contributed to numerous bar comment letters and reports to regulators on both fiduciary and compensation issues, and has testified at the request of Congress regarding certain proposed Department of Labor regulations.

Mr. Oringer holds leadership roles for the American Bar Association and the New York State Bar Association and is on the advisory boards for a number of leading publications covering ERISA and executive compensation. He also teaches ERISA as an adjunct professor and in other educational settings.

Several major legal directories have recognized Mr. Oringer as a leading lawyer, including Chambers USA (2005-2016), The Legal 500 (2014- 2015), The Best Lawyers in America (2010-2014), New York Super Lawyers (2006-2015, including listing among New York City’s Top 100 lawyers across all practice areas) and the Practical Law Company’s Labour and Employee Benefits Cross-Border Handbook (2007, 2010- 2012).

Education

Duke University, A.B., 1980, cum laude, with Distinction in Economics

Adelphi University, M.B.A., 1984

Hofstra University School of Law, J.D., 1984, with Distinction, Associate Editor of the Hofstra Law Review

Court Admissions

United States Court of Appeals for the District of Columbia

Bar Admissions/Qualifications

New York

Memberships

New York State Bar Association: Employee Benefits Committee of the Tax Section, Former Co-chair and Executive Committee, Member (2006- 2012)

American Bar Association: Employee Benefits Committee of the Section of Taxation, Emerging Issues Coordinator (and previously Chair of the Fiduciary Responsibility/Plan Investments Sub-Committee of the Employee Benefits Committee)

BNA Bloomberg Pension & Benefits Reporter, Advisory Board Member

BNA Bloomberg Tax Management Compensation Planning Journal, Advisory Board Member

Practical Law Company’s Employee Benefits & Executive Compensation Advisory Board, Charter Member

American College of Employee Benefits Counsel, Fellow

Maurice A. Deane School of Law at Hofstra University: Adjunct Professor of Law; Executive Board of the Alumni Association, Member; Career Services Alumni Committee, Co-Chair; Nominating Committee of the Alumni Association, Member

Regulatory Compliance Organization, Senior Fellowfrom Practice

Member of Thomson Reuters' Super Lawyers Advisory Board


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.


Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.  He is also "Of Counsel" to the law firm of Holland & Knight.  His fields of expertise include corporations, securities regulation and corporate governance.  He is a graduate of Harvard University and the University of Virginia Law School.  Professor Elson has written extensively on the subject of boards of directors.  He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance. He is presently a member of the Board of Directors of HealthSouth Corporation, a healthcare services provider and Bob Evans Farms Inc., a restaurant and food products company.  He is presently a trustee at the Hagley Museum and Library, the Delaware Art Museum and the Museum of American Finance.


Chris McGoldrick is Research Manager at Equilar, where he supports the firm’s research on executive compensation, corporate governance, and disclosure practices. Chris is responsible for the company’s thought leadership and oversees the production of Equilar’s industry leading content. He has contributed analysis and commentary on numerous topics that have appeared in leading media outlets that include the Associated Press, CNBC, The Washington Post, and Bloomberg. Chris specializes on key issues affecting investors, management, and boards, including equity trends and performance incentives, institutional shareholders and activist investors, regulatory regimes, and board practices. He has spent the majority of his career specializing in executive compensation and corporate governance, with experience at the University of Delaware’s John L. Weinberg Center for Corporate Governance and the Council of Institutional Investors in Washington, D.C. Prior to his career in executive compensation, Chris served as a Teach For America corps member and taught at a KIPP charter school in Newark, New Jersey. Chris holds a B.S. in finance and economics from the University of Delaware.


Thomas Scholz is a Senior Counsel in the Executive Compensation Branch of the Division Counsel / Associate Chief Counsel (Tax Exempt and Government Entities Division), Office of Chief Counsel – IRS.  During his tenure at the Office of Chief Counsel, Mr. Scholz has focused primarily on issues involving equity based compensation. Prior to joining the Office of Chief Counsel in 2006, Mr. Scholz spent nearly ten years in private practice, focusing on executive compensation issues. Mr. Scholz received a law degree from the UCLA School of Law and a BA in Economics from the University of California at Berkeley.


Victoria Reese is a Global Practice Managing Partner of the Legal, Risk, Compliance and Government Affairs practice at Heidrick & Struggles, based in the New York Office. Victoria has over 18 years of experience in executive search and leadership services.  Her recent placements include high level infrastructure roles in legal and compliance.  Client companies include Accenture, American Express, JPMorgan Chase & Co., BNY Mellon, MetLife, Caxton, CVS Caremark, United Airlines, FPL Group, Godiva and J. Crew.  In addition to large financial institutions and corporations, Victoria has worked extensively with hedge funds and other investment management companies.  She has also completed lateral partner and infrastructure assignments for Mayer Brown, Fried Frank, Covington & Burling and Wachtell Lipton.  Victoria regularly speaks at conferences and symposiums regarding the legal and search industry and has published articles on leadership trends, marketing in professional services firms and the attraction and retention of top talent.

Prior to joining Heidrick & Struggles, Victoria worked for a boutique financial services recruitment firm.  At her former firm, she recruited senior management in both operational and marketing roles.

Victoria earned a B.A. degree in Art History from Vassar College.  She is the co-Chair of the Board of Directors at The Play Company in New York, a not-for-profit theater.  She is also on the Capital Campaign Committee at the Windward School.


Marc Trevino is a partner in Sullivan & Cromwell’s General Practice/Corporate Law Group. He is the managing partner of its executive compensation and benefits group and a member of the Firm’s managing partner committee as well as the cybersecurity group.

Mr. Trevino is now one of the few recognized leaders in structuring multidisciplinary solutions to, 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 and personnel actions.

Mr. Trevino is a co-author of The Public Company Deskbook (2009, The Practising Law Institute), a comprehensive, three-volume treatise on governance and disclosure reforms for legal and accounting professionals hailed as “the bible for securities lawyers” by Fortune. He writes and lectures extensively, and is often quoted with respect to corporate governance and compensation matters in a variety of publications covering the legal landscape.

Mr. Trevino joined Sullivan & Cromwell in 1993 after graduating summa cum laude from Princeton University (A.B., Phi Beta Kappa, 1990) and from Yale Law School (J.D., 1993). He is also co-chairman of the New York State Bar Association Committee on Employee Benefits and Compensation, the annual PLI Executive Compensation Program and the Yale Law & Business Society.