The Impact of Dodd-Frank Act on Executive Compensation: A 2012 Perspective

Barbara Mirza advises clients with respect to issues relating to executive compensation and employee benefits. Her practice focuses primarily on senior-level executive compensation matters, both in the context of corporate transactions and on an ongoing basis. She has worked with clients ranging from start-ups to multinationals across multiple industries, and she has extensive experience advising public companies, private companies and partnerships. In addition to her years of experience at Skadden, Ms. Mirza worked for four years in the compensation and benefits consulting practice of one of the “Big Four” accounting firms, advising senior executives and boards of directors with respect to the tax and risk implications of executive compensation programs and employee benefits arrangements. She has lectured to industry groups on various tax and benefits topics, including equity compensation issues in a changing economy, the implications of health care reform, and the risks and opportunities that arise when taking a company public.

Don is a founding partner at Meridian Compensation Partners, LLC. Immediately prior to Meridian, Don was a principal for four years in Hewitt Associates’ executive compensation practice. Don leads Meridian’s Technical Team.

Don has over 25 years of professional experience, including 15 years advising clients on a broad range of compensation matters that includes the following:

• Design and implementation of incentive plans, equity programs, severance arrangements, change-in-control agreements, deferred compensation plans, supplemental retirement plans, perquisites, employment agreements, and board compensation programs.
• Market studies of executive compensation practices.
• Tax and accounting treatment of executive compensation arrangements.
• SEC disclosure rules applicable to executive and director compensation programs.
• Corporate governance practices.
• Compensation arrangements in specialized contexts such as initial public offerings, distressed or chapter 11 companies, and corporate transactions.

Don draws from a diverse 25+ years of work experience which includes consulting, law and accounting positions. His consulting experience includes 15 years as a member of the human resources consulting practices at Ernst & Young and PricewaterhouseCoopers. While at Ernst & Young, Don served as partner-in-charge of the firm’s Chicago office HR consulting practice for five years. Prior to joining Ernst & Young, Don was an employee benefits attorney for six years with Keck, Mahin & Cate and Kirkland & Ellis.

Don received a B.S. in accountancy from the University of Illinois (Urbana) and a J.D. (with highest honors) from IIT Chicago-Kent College of Law. He is also a Certified Public Accountant.

Paul Koppel is an associate at Simpson Thacher & Bartlett LLP in New York City. Mr. Koppel’s practice focuses on executive compensation and employee benefits. Mr. Koppel advises clients on the drafting, operation and administration of tax-qualified retirement plans and welfare benefit plans and the investment of retirement plan assets, the development and implementation of equity-based and executive compensation arrangements, including stock options, restricted stock, stock appreciation rights and partnership “carried interest” programs. He advises clients on the implementation of new compensation arrangements and award plans in connection with initial public offerings, advises public companies on the disclosure of executive compensation in securities law filings and advises companies on compensation and benefits matters in connection with acquisitive transactions.

Mr. Koppel graduated from Georgetown University Law Center in 2000. He received his B.A. from Cornell University in 1991. He is admitted to practice in New York.

Paul Gluckow is a Partner in the New York office of Simpson Thacher & Bartlett LLP, where he is a member of the Firm’s Litigation Department. Mr. Gluckow’s practice focuses on securities litigation (including class and derivative actions, contests for corporate control, and government and internal investigations), antitrust litigation, defense of law firms in legal malpractice and related matters, and other complex commercial litigation. Mr. Gluckow regularly represents financial institutions, corporations, and individuals in high-profile securities and shareholder litigations, including litigation addressing alleged breaches of fiduciary duties and other corporate governance issues. He has also represented public companies in internal and governmental investigations, and has litigated antitrust actions on behalf of plaintiffs and defendants, including cases alleging monopolization, price fixing, and other restraints of trade.

Prior to joining Simpson Thacher, Mr. Gluckow served as a law clerk to the Hon. Samuel A. Alito, Jr., then of the United States Court of Appeals for the Third Circuit, and the Hon. William G. Bassler of the United States District Court for the District of New Jersey. He received his J.D. summa cum laude from Seton Hall University School of Law, his M. Phil. with highest distinction from the University of Glasgow, and his B.A. magna cum laude from the University of Notre Dame.

James R. Burke is a partner in the Corporate and Business Group of Hinckley, Allen & Snyder LLP. Based in Boston, Mr. Burke has been involved in various transactions in the corporate and securities field, including numerous public offerings, Rule 144A transactions, tender offers, private placements, mergers, acquisitions and dispositions. Mr. Burke has advised public companies on SEC, stock exchange and corporate governance matters. Prior to joining Hinckley in 2010, Mr. Burke was a partner at WilmerHale from 1999 to 2010. He is Co-Chair of the Securities Law Committee of the Business Transactions Section of the Boston Bar Association. He received his J.D. from Harvard Law School and A.B. from Princeton University.