Corporate Governance Issues, Executive Compensation Disclosure and Related SRO Rules: A 2011 Update

Richard R. Reilly is a member of the Firm’s Global Compensation & Employment Law and the North America Corporate & Securities practice groups. For over 25 years, Mr. Reilly has worked on myriad employment, executive compensation and benefits issues. He joined Baker & McKenzie from Coudert Brothers LLP, where he served as chair of its Employment and Employee Benefits Practice Group.Practice Focus Mr. Reilly advises clients on the establishment and administration of employee benefits plans, as well as compliance with ERISA’s fiduciary responsibility and prohibited transaction rules. Mr. Reilly assists clients in designing executive compensation plans to comply with tax and other rules governing such plans. He also advises on the employee benefits and executive compensation aspects of corporate transactions, securities offerings, and financings. Mr. Reilly advises investment fund sponsors and investors on ERISA’s plan assets regulations. He also represents employers and executives in the negotiation of executive employment and severance agreements and non-competition agreements, post-employment restrictions and other related employment law issues.

Steven Slutsky is a senior consultant in PricewaterhouseCoopers’ Human Resource Services Practice. He has over two decades of human resources experience, including the areas of Board, executive and broad-based compensation and benefits, equity design, compensation risk assessments, and disclosure preparation/review. Steven works with publicly-traded companies in a broad range of industries, including the technology industry, both in the US and globally.Steven provides benchmarking information, and then provides more than just data — he provides advice and guidance on designing and implementing the right decisions for each unique client situation. Due to his experience in sitting on Boards, and his running a business unit, Steven understands that clients need a Trusted Advisor whom they can rely on for objective, practical recommendations.Steven is a contributing author to the publication Executive Compensation by BNA Books. He also lectures regularly on human resources, employee/labor relations and compensation issues, and has been a guest lecturer at the Wharton School of the University of Pennsylvania. Steven teaches continuing legal education classes on equity and other compensation design and risk.

Jim is a Manager in the compensation and benefits consulting practice with specialized expertise in executive and board of director compensation. He has more than nine years of consulting experience.Experience Jim’s experience includes executive and Board of Director compensation consulting such as plan design, market competitiveness, equity incentives, and proxy disclosures. Jim also has considerable experience with tax, accounting, and regulatory compliance matters such as 280G, SFAS 123R, and 162(m).Prior to joining Grant Thornton Jim worked with a compensation consulting firm, focused primarily on broad-based employee compensation.

Robin L. Struve is a partner in the Tax Department of Latham & Watkins, LLC. In such capacity she advises U.S. and multi-national companies regarding the application of U.S. tax, ERISA, securities and other laws to employee benefit plans and executive compensation matters. A substantial portion of Ms. Struve’s practice involves advising public companies regarding tax, securities and disclosure laws regarding executive compensation. She also focuses on the drafting, amendment, termination and legal compliance of benefit plans, with a focus on non-qualified deferred compensation plans, equity based compensation plans (including plans for non-corporate entities such as LLCs and partnerships), and bonus plans for both public and private companies.Ms. Struve holds a J.D. from Harvard University and a B.A. from the University of Colorado, with distinction. She is a frequent speaker on a variety of executive compensation and employee benefit plan topics.