SEC Meetings and Other Events

SEC Roundtable on Executive Compensation Disclosure Requirements

U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Jun 26, 2025

1:00PM – 5:35PM ET

Add to Calendar 2025-06-26 13:00:00 2025-06-26 17:35:00 SEC Roundtable on Executive Compensation Disclosure Requirements The SEC is hosting a roundtable on executive compensation disclosure requirements with representatives from public companies and investors as well as other experts in this field. More information: News Release | Chairman Atkins Statement | Submit Public Comments | Comments Received Webcast Archive (Part 1) Webcast Archive (Part 2) Webcast Archive (Part 3) Agenda Time Description Noon Doors Open 1- 1:30 p.m. Opening Remarks from Chairman Paul Atkins, Commissioner Hester Peirce, Commissioner Caroline Crenshaw, and Commissioner Mark Uyeda 1:30 - 2:45 p.m. Panel 1. Executive Compensation Decisions: Setting Compensation and Informing Investment and Voting Decisions This panel will explore how public companies set compensation for their executive officers, including, who sets compensation, the factors that influence compensation decision-making, and the process by which compensation decisions are made. The panel will also discuss how investors consider executive compensation in making investment and voting decisions. Moderator: Keir Gumbs, Principal and Chief Legal Officer, Edward Jones Panelists: • Debra Cafaro, Human Resources Committee Chair, PNC • Ola Peter Krohn Gjessing, Lead Investment Stewardship Manager, Norges Bank Investment Management • Ani Huang, President and CEO, Center on Executive Compensation • Blair Jones, Managing Director, Semler Brossy • Michael Lennartz, Executive Vice President, Total Rewards, Mastercard • Bob McCormick, Executive Director, Council of Institutional Investors 2:45 - 2:55 p.m. Break Panels 2 and 3. Executive Compensation Disclosure: How We Got Here and Where We Should Go These panels will discuss the evolution of executive compensation disclosure, including the 2006 amendments and the compensation-related rules mandated by the Dodd-Frank Act. The discussion will explore whether the rules have achieved their policy objectives, the challenges in preparing the required disclosure, the types of disclosure that investors find material, and what the disclosure requirements should look like in the future. 2:55 - 4:10 p.m. Panel 2 Moderator: James Cotton, Assistant Corporate Secretary, Corporate Governance & Executive Compensation Managing Counsel, United Airlines Panelists: • Mark Borges, Principal, Compensia • Zachary Levine, Vice President, Corporate Secretary and Bank Counsel, Metropolitan Commercial Bank • David Lynn, Partner, Goodwin Procter • Michael McCauley, Senior Officer, Investment Programs and Governance, State Board of Administration of Florida • Brandon Rees, Deputy Director, Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations • Roland Schustereder, Global Head of Total Rewards, ExxonMobil 4:10 - 4:20 p.m. Break 4:20 - 5:35 p.m. Panel 3 Moderator: Ning Chiu, Partner, Davis Polk & Wardwell Panelists: • Terry Adamson, Partner, Infinite Equity • Sarah Fortt, Deputy General Counsel and Corporate Secretary, Ford Motor Company • Drew Hambly, Investment Director, Stewardship, California Public Employees’ Retirement System • Ronald O. Mueller, Partner, Gibson Dunn • John Roe, Head of Investment Stewardship in the Americas, BlackRock • Marc Treviño, Partner, Sullivan & Cromwell Roundtable Panelists Biography Terry Adamson – Partner, Infinite Equity Mr. Adamson is a Fellow of Global Equity (FGE) who began his work with stock-based compensation over 20 years ago applying actuarial disciplines to minimize the accounting cost of employee equity under ASC718, while also maximizing the perceived value to participants. He became one of the premier experts on Performance Share programs and gained the nickname “Mr. Relative TSR.” He continues to focus on performance equity and the mission to tighten the alignment between pay and performance. Mr. Adamson is very active in the equity community and formerly served on the FASB Roundtable on Employee Share Options and on the Executive Advisory Committee of the National Association of Stock Plan Professionals (NASPP). He currently serves as the chairperson of the Advisory Board of the Certified Equity Professional Institute (CEP) and the Society of Actuaries task force on stock option valuation. Mark Borges – Principal, Compensia Inc. Mr. Borges specializes in SEC disclosure issues and is a prolific writer and speaker on executive pay issues at Compensia, a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. Previously, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, D.C. He also has prior service at the SEC as Special Counsel in the Office of Rulemaking within the Division of Corporation Finance. Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (3rd Ed.) published by the American Bar Association, and a co-author of the Lynn and Borges Executive Compensation Disclosure Treatise and Reporting Guide. He also regularly comments on executive compensation disclosure issues on the CompensationStandards.com website. Debra Cafaro – Human Resources Committee Chair, The PNC Financial Services Group Ms. Cafaro is a member of the board of directors at the PNC Financial Services Group and serves as chair of the human resources committee. Ms. Cafaro has deep experience in executive and board leadership, including 26 years as chairman and chief executive officer of Ventas. She also serves on the boards of The University of Chicago and the Civic Committee of the Commercial Club of Chicago. Ms. Cafaro has received numerous professional recognitions, including being named one of the Top 100 Best Performing CEOs in the World for six consecutive years (Harvard Business Review), 100 Most Influential People in Healthcare six times (Modern Healthcare), and Top 50 Women in World Business (Financial Times). She received her JD from the University of Chicago Law School and BA from the University of Notre Dame. Ning Chiu – Partner, Davis Polk Ms. Chiu advises companies and their boards of directors on corporate governance, securities regulation, and emerging trends. For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, and proxy advisory services. She counsels clients on emerging trends and developments and responding to evolving best practices. Ms. Chiu is a frequent speaker and author on governance issues and is active in the corporate governance community. James Cotton – Assistant Corporate Secretary – Corporate Governance & Executive Compensation Managing Counsel, United Airlines Mr. Cotton is involved in the coordination and conducting of board of directors and committee meetings, and he serves as the principal legal liaison to the executive leadership team and the board and compensation committee on executive compensation matters. He also provides first-line advice and counsel on securities law reporting and compliance matters. Before United, Mr. Cotton held senior counsel roles at Bristol Myers Squibb and BNP Paribas, and he was an associate for the capital markets group in the New York office of Shearman & Sterling. Mr. Cotton earned a BA from the University of Illinois, an MPS from Cornell University, and a JD from the University of Pennsylvania Law School. Sarah Fortt – Deputy General Counsel and Corporate Secretary, Ford Motor Company Ms. Fortt has spent her 15 years of practice working with organizations – small and large, public and private – in navigating their relationships and communications with key stakeholders, including their investors, regulators, employees, and communities. She has regularly worked with boards of directors and senior management on their approaches to corporate governance, oversight and disclosure, crisis management, succession planning, and board education. Prior to joining Ford, Ms. Fortt was a partner and global co-chair of the sustainability practice at Latham & Watkins. Before joining Latham, she was the mind behind the creation of one of the first cross-functional governance and sustainability groups at a U.S.-based global law firm, where she also served as its dedicated corporate governance expert. She is a thought leader in U.S. corporate governance and on matters regarding environmental and social corporate risks and opportunities, including those relating to governance, corporate culture, climate change, and human rights. She has helped clients create consistent, effective, and meaningful stakeholder communications (both required and voluntary), and she has worked with companies across multiple industries in times of calm and in times of crisis as well as during key strategic transactions. She has a sophisticated understanding of incentive structures and how they function across various levels of an organization given an organization’s strategies, goals and values. Ola Peter Krohn Gjessing – Lead Investment Stewardship Manager, Norges Bank Investment Management (NBIM) At NBIM, which manages Norway’s $1.7 trillion Government Pension Fund Global, Mr. Gjessing focuses on ownership strategies, governance policy, board-level engagement with major companies in the equity portfolio, and proxy voting. He collaborates closely with internal investment teams covering the financial sector globally. He monitors market practices for corporate governance, and he oversees NBIM’s policies on executive compensation in the U.S. and internationally. Prior to joining NBIM in 2005, Mr. Gjessing served as a finance journalist at the Reuters Oslo bureau and as a political adviser. Mr. Gjessing holds an MBA in finance from the Norwegian School of Economics in Bergen, and he is a Certified European Financial Analyst (CEFA/EFFAS). Keir Gumbs – Principal & Chief Legal Officer, Edward Jones Mr. Gumbs is responsible for leading all associates who provide legal support to the firm, and he is responsible for compliance. He joined the firm in 2023 after spending two years as the chief legal officer for Broadridge Financial Solutions, three years as the vice president, deputy general counsel, and deputy corporate secretary at Uber, and 13 years as a partner and co-chair of the securities practice at Covington & Burling. Mr. Gumbs previously worked six years at the SEC, serving in the Division of Corporation Finance and later as counsel to an SEC Commissioner. Mr. Gumbs earned his bachelor's degree in international relations from Ohio State University and a juris doctorate from University of Pennsylvania Law School. Drew Hambly – Investment Director - Stewardship, California Public Employees’ Retirement System (CalPERS) Mr. Hambly joined CalPERS in 2022 and is responsible for the pension funds stewardship activities including global proxy voting and engagement. He previously held similar roles at Morgan Stanley Investment Management, State Street Global Advisors, and Moody’s Investor Service. He has worked in stewardship for the past 28 years, beginning at the Investor Responsibility Research Center. Mr. Hambly graduated with a BA in economics from American University, and he earned his MBA from the Weatherhead School of Management at Case Western Reserve University. Ani Huang – President and CEO, Center On Executive Compensation Ms. Huang is senior executive vice president at HR Policy Association, spearheading its thought leadership agenda and leading a global team of experts shaping the future of HR policy and practice. The affiliated Center On Executive Compensation is comprised of over 130 member companies and drives forward-looking research, best practice development, and effective advocacy on executive compensation issues. Ms. Huang is a recognized voice on talent strategy and corporate governance, frequently engaging with business leaders, policymakers, and stakeholders to advance practical, principled approaches to complex workforce challenges. Blair Jones – Managing Director, Semler Brossy Ms. Jones has 30 years of executive compensation consulting experience and has worked extensively across industries. She has deep expertise in advising boards on company transitions, significant investor concerns, and an expanding human capital management mandate. Before joining Semler Brossy, Ms. Jones was the practice leader in leadership performance and rewards at Sibson and an associate consultant at Bain & Company. Ms. Jones holds the designations of Certified Benefits Professional (CBP), Certified Compensation Professional (CCP), and Certified Executive Compensation Professional (CECP). She has consistently been named to the NACD Directorship 100, an annual list of the most influential people in the boardroom. Ms. Jones currently serves on the Board of the Mohawk Valley Health System and leads its Women’s Giving Circle, helping direct philanthropic support to community health initiatives. She also serves on the advisory board for M3 Placement & Partnership. Michael Lennartz – Executive Vice President of Total Rewards, Mastercard Mr. Lennartz's responsibilities at Mastercard include executive and broad-based compensation, sales compensation, global well-being and benefits, global mobility, and the people aspects of mergers & acquisitions. He has over 25 years of experience solving complex human capital challenges in corporate and consulting environments, advising boards and senior management teams on reward strategies that enhance employee attraction, retention, and engagement as well as reinforce company culture and maximize incentives to drive business and shareholder value. Prior to joining Mastercard, Mr. Lennartz served in various total rewards leadership roles at Bristol-Myers Squibb and as an executive and equity compensation consultant at leading HR consulting firms. Mr. Lennartz holds a bachelor’s degree in economics from the University of Pennsylvania. Zachary Levine – Vice President, Corporate Secretary and Bank Counsel, Metropolitan Commercial Bank (MCB) Mr. Levine advises MCB’s board of directors and senior management on corporate governance, securities, public company compliance, and bank regulatory matters. Prior to joining MCB, he served as director and managing counsel for governance at BNY Mellon. Mr. Levine started his legal career at Sullivan & Cromwell out of the firm’s New York office, focusing primarily on capital markets. Mr. Levine has a bachelor of commerce degree from Carleton University (Ottawa, Canada) and a JD from York University's Osgoode Hall Law School in Toronto. David Lynn – Partner, Goodwin Procter Mr. Lynn is chair of Goodwin Procter’s public company advisory practice and has three decades of experience as a practicing securities lawyer. He served in leadership roles at the SEC and now advises clients in private practice on a wide range of securities and corporate governance matters. Mr. Lynn is particularly knowledgeable about the SEC’s executive compensation disclosure requirements, having led the rulemaking team at the SEC that drafted significant changes to the executive compensation and related party disclosure rules in 2006. He also is co-author of the Executive Compensation Disclosure Treatise. Prior to joining Goodwin Procter, Mr. Lynn was a partner at Morrison Foerster, where he chaired the firm’s public company advisory & governance practice. He currently serves as chair of the Northwestern Pritzker School of Law’s Securities Regulation Institute and as an adjunct professor at Georgetown Law. Michael McCauley – Senior Officer for Investment Programs & Governance, State Board of Administration (SBA) of Florida Mr. McCauley is responsible for active corporate governance strategies for the Florida Retirement System (FRS) as well as investment program management for the Florida PRIME local government investment pool (2a-7-like) and other non-pension investment mandates totaling over $34 billion. He manages global corporate engagement activities, equity proxy voting, investor initiatives, and regulatory affairs. Mr. McCauley is a member of the CFA Institute, the Jacksonville Society of Financial Analysts, and the International Corporate Governance Network (ICGN). He sits on the advisory board of the Harvard Law School Institutional Investor Forum (HIIF). He was elected to the board of directors for the Council of Institutional Investors from 2011 to 2016 and again from 2021 to 2025, serving as chair in 2015 and 2016 and currently as public fund co-chair. Mr. McCauley earned an undergraduate degree from the University of Florida and a master’s degree in public administration from Florida State University. He earned the CFA Institute’s Certificate in ESG Investing, and is a Certified Employee Benefits Specialist (CEBS) and a Certified Treasury Professional (CTP). Bob McCormick – Executive Director, Council of Institutional Investors Mr. McCormick was appointed to his current position in July 2024 after serving as managing director at PJT Camberview, where he advised public company boards and executives on a range of corporate governance matters. Among other previous positions, Mr. McCormick was chief policy officer at Glass Lewis and director of investment proxy research at Fidelity Investments. He serves on advisory boards at Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership and New York University Law School's Institute for Corporate Governance & Finance. Mr. McCormick also serves on the International Financial Reporting Standards Advisory Council. Mr. McCormick holds a BA in history from Providence College, a JD from Quinnipiac University, and a graduate certificate of special studies in administration and management from Harvard University Extension School. Ronald Mueller – Partner, Gibson Dunn Mr. Mueller is a founding member of Gibson Dunn’s securities regulation and corporate governance practice group. He advises public companies on a broad range of SEC disclosure and regulatory matters, executive and equity-based compensation issues, and corporate governance and compliance issues and practices. Mr. Mueller is active with the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association and is a fellow of the American College of Governance Counsel. He is a frequent speaker and author on securities and corporate governance matters, including developments in proxy disclosures and proxy contests, SEC disclosure requirements, executive compensation issues, corporate governance developments, and Section 16 rules. Mr. Mueller worked at the SEC from 1989 to 1991, serving as legal counsel to an SEC Commissioner focusing on such matters as executive compensation rules, enforcement, and regulatory initiatives. Mr. Mueller received his JD from Columbia Law School, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar. He received his BA magna cum laude from Vanderbilt University. Brandon Rees – Deputy Director of Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations (AFL-CIO) Mr. Rees works on behalf of the AFL-CIO's labor unions that represent 15 million working people. He also serves as the supervisory committee chair of the AFL-CIO Employees Federal Credit Union and a leadership team member for the Interfaith Center on Corporate Responsibility's advancing worker justice program. He previously served as a trustee of the AFL-CIO staff retirement plan, shareholder advocacy committee co-chair of the Council of Institutional Investors, and a member of the Public Company Accounting Oversight Board’s standing advisory group. Mr. Rees received his BA in economics and his JD from University of California, Berkeley. John Roe – Head of Investment Stewardship in the Americas, BlackRock Mr. Roe leads a team that engages with companies and others in the investment stewardship ecosystem to promote the governance practices aligned with long-term value creation at companies in which BlackRock invests on behalf of clients. Previously, Mr. Roe was a partner and co-leader of the governance practice at corporate communications firm Joele Frank, Wilkinson Brimmer Katcher. He advised boards of directors and senior executives on matters including board composition, executive compensation, sustainability-related disclosure and reporting, and shareholder engagement. Mr. Roe also led the analytics and corporate advisory teams at proxy advisory firm Institutional Shareholder Services (ISS) and served as the chief operating officer and chief compliance officer at an investment adviser. Among other prior positions, Mr. Roe served in the White House following 9/11, worked as a consultant with McKinsey & Company, and served as an officer in the U.S. Coast Guard. Roland Schustereder – Global Head of Total Rewards, ExxonMobil Mr. Schustereder oversees the strategic design and implementation of competitive and sustainable compensation, benefits, and rewards programs. He serves as a key advisor on executive compensation for ExxonMobil's board of directors and its chairman/CEO, ensuring alignment with corporate goals and shareholder interests. Since joining Mobil Oil Canada in Calgary in 1998, Mr. Schustereder has built a diverse career across a wide range of human resources disciplines, including talent acquisition, business HR, staffing and development, and organizational design. Prior to assuming his executive leadership position in 2023, Mr. Schustereder served as commercial manager for ExxonMobil’s upstream operations in Nigeria, where he led the company’s commercial activities based in Lagos, navigating complex business environments and fostering strategic partnerships. Mr. Schustereder holds a bachelor of commerce degree from the University of Calgary. Marc Treviño – Partner, Sullivan & Cromwell Mr. Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group. For more than 30 years, Mr. Treviño has provided counsel to public company executives and boards in significant compensation matters, including those involving transformative transactions, fiduciary conflicts, reputational risk, overlapping regulatory regimes, and multiple jurisdictions. He is a co-author of The Public Company Deskbook (The Practising Law Institute). Mr. Treviño received his AB from Princeton University. He earned his JD from Yale Law School, where he now teaches corporate crisis management. \n\n U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 United States no-reply@sec.gov America/New_York public

Time	Description
Noon	Doors Open
1- 1:30 p.m.	Opening Remarks from Chairman Paul Atkins, Commissioner Hester Peirce, Commissioner Caroline Crenshaw, and Commissioner Mark Uyeda
1:30 - 2:45 p.m.	Panel 1. Executive Compensation Decisions: Setting Compensation and Informing Investment and Voting Decisions This panel will explore how public companies set compensation for their executive officers, including, who sets compensation, the factors that influence compensation decision-making, and the process by which compensation decisions are made. The panel will also discuss how investors consider executive compensation in making investment and voting decisions. Moderator: Keir Gumbs, Principal and Chief Legal Officer, Edward Jones Panelists: • Debra Cafaro, Human Resources Committee Chair, PNC • Ola Peter Krohn Gjessing, Lead Investment Stewardship Manager, Norges Bank Investment Management • Ani Huang, President and CEO, Center on Executive Compensation • Blair Jones, Managing Director, Semler Brossy • Michael Lennartz, Executive Vice President, Total Rewards, Mastercard • Bob McCormick, Executive Director, Council of Institutional Investors
2:45 - 2:55 p.m.	Break
	Panels 2 and 3. Executive Compensation Disclosure: How We Got Here and Where We Should Go These panels will discuss the evolution of executive compensation disclosure, including the 2006 amendments and the compensation-related rules mandated by the Dodd-Frank Act. The discussion will explore whether the rules have achieved their policy objectives, the challenges in preparing the required disclosure, the types of disclosure that investors find material, and what the disclosure requirements should look like in the future.
2:55 - 4:10 p.m.	Panel 2 Moderator: James Cotton, Assistant Corporate Secretary, Corporate Governance & Executive Compensation Managing Counsel, United Airlines Panelists: • Mark Borges, Principal, Compensia • Zachary Levine, Vice President, Corporate Secretary and Bank Counsel, Metropolitan Commercial Bank • David Lynn, Partner, Goodwin Procter • Michael McCauley, Senior Officer, Investment Programs and Governance, State Board of Administration of Florida • Brandon Rees, Deputy Director, Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations • Roland Schustereder, Global Head of Total Rewards, ExxonMobil
4:10 - 4:20 p.m.	Break
4:20 - 5:35 p.m.	Panel 3 Moderator: Ning Chiu, Partner, Davis Polk & Wardwell Panelists: • Terry Adamson, Partner, Infinite Equity • Sarah Fortt, Deputy General Counsel and Corporate Secretary, Ford Motor Company • Drew Hambly, Investment Director, Stewardship, California Public Employees’ Retirement System • Ronald O. Mueller, Partner, Gibson Dunn • John Roe, Head of Investment Stewardship in the Americas, BlackRock • Marc Treviño, Partner, Sullivan & Cromwell

Biography
Terry Adamson – Partner, Infinite Equity Mr. Adamson is a Fellow of Global Equity (FGE) who began his work with stock-based compensation over 20 years ago applying actuarial disciplines to minimize the accounting cost of employee equity under ASC718, while also maximizing the perceived value to participants. He became one of the premier experts on Performance Share programs and gained the nickname “Mr. Relative TSR.” He continues to focus on performance equity and the mission to tighten the alignment between pay and performance. Mr. Adamson is very active in the equity community and formerly served on the FASB Roundtable on Employee Share Options and on the Executive Advisory Committee of the National Association of Stock Plan Professionals (NASPP). He currently serves as the chairperson of the Advisory Board of the Certified Equity Professional Institute (CEP) and the Society of Actuaries task force on stock option valuation.
Mark Borges – Principal, Compensia Inc. Mr. Borges specializes in SEC disclosure issues and is a prolific writer and speaker on executive pay issues at Compensia, a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. Previously, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, D.C. He also has prior service at the SEC as Special Counsel in the Office of Rulemaking within the Division of Corporation Finance. Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (3rd Ed.) published by the American Bar Association, and a co-author of the Lynn and Borges Executive Compensation Disclosure Treatise and Reporting Guide. He also regularly comments on executive compensation disclosure issues on the CompensationStandards.com website.
Debra Cafaro – Human Resources Committee Chair, The PNC Financial Services Group Ms. Cafaro is a member of the board of directors at the PNC Financial Services Group and serves as chair of the human resources committee. Ms. Cafaro has deep experience in executive and board leadership, including 26 years as chairman and chief executive officer of Ventas. She also serves on the boards of The University of Chicago and the Civic Committee of the Commercial Club of Chicago. Ms. Cafaro has received numerous professional recognitions, including being named one of the Top 100 Best Performing CEOs in the World for six consecutive years (Harvard Business Review), 100 Most Influential People in Healthcare six times (Modern Healthcare), and Top 50 Women in World Business (Financial Times). She received her JD from the University of Chicago Law School and BA from the University of Notre Dame.
Ning Chiu – Partner, Davis Polk Ms. Chiu advises companies and their boards of directors on corporate governance, securities regulation, and emerging trends. For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, and proxy advisory services. She counsels clients on emerging trends and developments and responding to evolving best practices. Ms. Chiu is a frequent speaker and author on governance issues and is active in the corporate governance community.
James Cotton – Assistant Corporate Secretary – Corporate Governance & Executive Compensation Managing Counsel, United Airlines Mr. Cotton is involved in the coordination and conducting of board of directors and committee meetings, and he serves as the principal legal liaison to the executive leadership team and the board and compensation committee on executive compensation matters. He also provides first-line advice and counsel on securities law reporting and compliance matters. Before United, Mr. Cotton held senior counsel roles at Bristol Myers Squibb and BNP Paribas, and he was an associate for the capital markets group in the New York office of Shearman & Sterling. Mr. Cotton earned a BA from the University of Illinois, an MPS from Cornell University, and a JD from the University of Pennsylvania Law School.
Sarah Fortt – Deputy General Counsel and Corporate Secretary, Ford Motor Company Ms. Fortt has spent her 15 years of practice working with organizations – small and large, public and private – in navigating their relationships and communications with key stakeholders, including their investors, regulators, employees, and communities. She has regularly worked with boards of directors and senior management on their approaches to corporate governance, oversight and disclosure, crisis management, succession planning, and board education. Prior to joining Ford, Ms. Fortt was a partner and global co-chair of the sustainability practice at Latham & Watkins. Before joining Latham, she was the mind behind the creation of one of the first cross-functional governance and sustainability groups at a U.S.-based global law firm, where she also served as its dedicated corporate governance expert. She is a thought leader in U.S. corporate governance and on matters regarding environmental and social corporate risks and opportunities, including those relating to governance, corporate culture, climate change, and human rights. She has helped clients create consistent, effective, and meaningful stakeholder communications (both required and voluntary), and she has worked with companies across multiple industries in times of calm and in times of crisis as well as during key strategic transactions. She has a sophisticated understanding of incentive structures and how they function across various levels of an organization given an organization’s strategies, goals and values.
Ola Peter Krohn Gjessing – Lead Investment Stewardship Manager, Norges Bank Investment Management (NBIM) At NBIM, which manages Norway’s $1.7 trillion Government Pension Fund Global, Mr. Gjessing focuses on ownership strategies, governance policy, board-level engagement with major companies in the equity portfolio, and proxy voting. He collaborates closely with internal investment teams covering the financial sector globally. He monitors market practices for corporate governance, and he oversees NBIM’s policies on executive compensation in the U.S. and internationally. Prior to joining NBIM in 2005, Mr. Gjessing served as a finance journalist at the Reuters Oslo bureau and as a political adviser. Mr. Gjessing holds an MBA in finance from the Norwegian School of Economics in Bergen, and he is a Certified European Financial Analyst (CEFA/EFFAS).
Keir Gumbs – Principal & Chief Legal Officer, Edward Jones Mr. Gumbs is responsible for leading all associates who provide legal support to the firm, and he is responsible for compliance. He joined the firm in 2023 after spending two years as the chief legal officer for Broadridge Financial Solutions, three years as the vice president, deputy general counsel, and deputy corporate secretary at Uber, and 13 years as a partner and co-chair of the securities practice at Covington & Burling. Mr. Gumbs previously worked six years at the SEC, serving in the Division of Corporation Finance and later as counsel to an SEC Commissioner. Mr. Gumbs earned his bachelor's degree in international relations from Ohio State University and a juris doctorate from University of Pennsylvania Law School.
Drew Hambly – Investment Director - Stewardship, California Public Employees’ Retirement System (CalPERS) Mr. Hambly joined CalPERS in 2022 and is responsible for the pension funds stewardship activities including global proxy voting and engagement. He previously held similar roles at Morgan Stanley Investment Management, State Street Global Advisors, and Moody’s Investor Service. He has worked in stewardship for the past 28 years, beginning at the Investor Responsibility Research Center. Mr. Hambly graduated with a BA in economics from American University, and he earned his MBA from the Weatherhead School of Management at Case Western Reserve University.
Ani Huang – President and CEO, Center On Executive Compensation Ms. Huang is senior executive vice president at HR Policy Association, spearheading its thought leadership agenda and leading a global team of experts shaping the future of HR policy and practice. The affiliated Center On Executive Compensation is comprised of over 130 member companies and drives forward-looking research, best practice development, and effective advocacy on executive compensation issues. Ms. Huang is a recognized voice on talent strategy and corporate governance, frequently engaging with business leaders, policymakers, and stakeholders to advance practical, principled approaches to complex workforce challenges.
Blair Jones – Managing Director, Semler Brossy Ms. Jones has 30 years of executive compensation consulting experience and has worked extensively across industries. She has deep expertise in advising boards on company transitions, significant investor concerns, and an expanding human capital management mandate. Before joining Semler Brossy, Ms. Jones was the practice leader in leadership performance and rewards at Sibson and an associate consultant at Bain & Company. Ms. Jones holds the designations of Certified Benefits Professional (CBP), Certified Compensation Professional (CCP), and Certified Executive Compensation Professional (CECP). She has consistently been named to the NACD Directorship 100, an annual list of the most influential people in the boardroom. Ms. Jones currently serves on the Board of the Mohawk Valley Health System and leads its Women’s Giving Circle, helping direct philanthropic support to community health initiatives. She also serves on the advisory board for M3 Placement & Partnership.
Michael Lennartz – Executive Vice President of Total Rewards, Mastercard Mr. Lennartz's responsibilities at Mastercard include executive and broad-based compensation, sales compensation, global well-being and benefits, global mobility, and the people aspects of mergers & acquisitions. He has over 25 years of experience solving complex human capital challenges in corporate and consulting environments, advising boards and senior management teams on reward strategies that enhance employee attraction, retention, and engagement as well as reinforce company culture and maximize incentives to drive business and shareholder value. Prior to joining Mastercard, Mr. Lennartz served in various total rewards leadership roles at Bristol-Myers Squibb and as an executive and equity compensation consultant at leading HR consulting firms. Mr. Lennartz holds a bachelor’s degree in economics from the University of Pennsylvania.
Zachary Levine – Vice President, Corporate Secretary and Bank Counsel, Metropolitan Commercial Bank (MCB) Mr. Levine advises MCB’s board of directors and senior management on corporate governance, securities, public company compliance, and bank regulatory matters. Prior to joining MCB, he served as director and managing counsel for governance at BNY Mellon. Mr. Levine started his legal career at Sullivan & Cromwell out of the firm’s New York office, focusing primarily on capital markets. Mr. Levine has a bachelor of commerce degree from Carleton University (Ottawa, Canada) and a JD from York University's Osgoode Hall Law School in Toronto.
David Lynn – Partner, Goodwin Procter Mr. Lynn is chair of Goodwin Procter’s public company advisory practice and has three decades of experience as a practicing securities lawyer. He served in leadership roles at the SEC and now advises clients in private practice on a wide range of securities and corporate governance matters. Mr. Lynn is particularly knowledgeable about the SEC’s executive compensation disclosure requirements, having led the rulemaking team at the SEC that drafted significant changes to the executive compensation and related party disclosure rules in 2006. He also is co-author of the Executive Compensation Disclosure Treatise. Prior to joining Goodwin Procter, Mr. Lynn was a partner at Morrison Foerster, where he chaired the firm’s public company advisory & governance practice. He currently serves as chair of the Northwestern Pritzker School of Law’s Securities Regulation Institute and as an adjunct professor at Georgetown Law.
Michael McCauley – Senior Officer for Investment Programs & Governance, State Board of Administration (SBA) of Florida Mr. McCauley is responsible for active corporate governance strategies for the Florida Retirement System (FRS) as well as investment program management for the Florida PRIME local government investment pool (2a-7-like) and other non-pension investment mandates totaling over $34 billion. He manages global corporate engagement activities, equity proxy voting, investor initiatives, and regulatory affairs. Mr. McCauley is a member of the CFA Institute, the Jacksonville Society of Financial Analysts, and the International Corporate Governance Network (ICGN). He sits on the advisory board of the Harvard Law School Institutional Investor Forum (HIIF). He was elected to the board of directors for the Council of Institutional Investors from 2011 to 2016 and again from 2021 to 2025, serving as chair in 2015 and 2016 and currently as public fund co-chair. Mr. McCauley earned an undergraduate degree from the University of Florida and a master’s degree in public administration from Florida State University. He earned the CFA Institute’s Certificate in ESG Investing, and is a Certified Employee Benefits Specialist (CEBS) and a Certified Treasury Professional (CTP).
Bob McCormick – Executive Director, Council of Institutional Investors Mr. McCormick was appointed to his current position in July 2024 after serving as managing director at PJT Camberview, where he advised public company boards and executives on a range of corporate governance matters. Among other previous positions, Mr. McCormick was chief policy officer at Glass Lewis and director of investment proxy research at Fidelity Investments. He serves on advisory boards at Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership and New York University Law School's Institute for Corporate Governance & Finance. Mr. McCormick also serves on the International Financial Reporting Standards Advisory Council. Mr. McCormick holds a BA in history from Providence College, a JD from Quinnipiac University, and a graduate certificate of special studies in administration and management from Harvard University Extension School.
Ronald Mueller – Partner, Gibson Dunn Mr. Mueller is a founding member of Gibson Dunn’s securities regulation and corporate governance practice group. He advises public companies on a broad range of SEC disclosure and regulatory matters, executive and equity-based compensation issues, and corporate governance and compliance issues and practices. Mr. Mueller is active with the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association and is a fellow of the American College of Governance Counsel. He is a frequent speaker and author on securities and corporate governance matters, including developments in proxy disclosures and proxy contests, SEC disclosure requirements, executive compensation issues, corporate governance developments, and Section 16 rules. Mr. Mueller worked at the SEC from 1989 to 1991, serving as legal counsel to an SEC Commissioner focusing on such matters as executive compensation rules, enforcement, and regulatory initiatives. Mr. Mueller received his JD from Columbia Law School, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar. He received his BA magna cum laude from Vanderbilt University.
Brandon Rees – Deputy Director of Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations (AFL-CIO) Mr. Rees works on behalf of the AFL-CIO's labor unions that represent 15 million working people. He also serves as the supervisory committee chair of the AFL-CIO Employees Federal Credit Union and a leadership team member for the Interfaith Center on Corporate Responsibility's advancing worker justice program. He previously served as a trustee of the AFL-CIO staff retirement plan, shareholder advocacy committee co-chair of the Council of Institutional Investors, and a member of the Public Company Accounting Oversight Board’s standing advisory group. Mr. Rees received his BA in economics and his JD from University of California, Berkeley.
John Roe – Head of Investment Stewardship in the Americas, BlackRock Mr. Roe leads a team that engages with companies and others in the investment stewardship ecosystem to promote the governance practices aligned with long-term value creation at companies in which BlackRock invests on behalf of clients. Previously, Mr. Roe was a partner and co-leader of the governance practice at corporate communications firm Joele Frank, Wilkinson Brimmer Katcher. He advised boards of directors and senior executives on matters including board composition, executive compensation, sustainability-related disclosure and reporting, and shareholder engagement. Mr. Roe also led the analytics and corporate advisory teams at proxy advisory firm Institutional Shareholder Services (ISS) and served as the chief operating officer and chief compliance officer at an investment adviser. Among other prior positions, Mr. Roe served in the White House following 9/11, worked as a consultant with McKinsey & Company, and served as an officer in the U.S. Coast Guard.
Roland Schustereder – Global Head of Total Rewards, ExxonMobil Mr. Schustereder oversees the strategic design and implementation of competitive and sustainable compensation, benefits, and rewards programs. He serves as a key advisor on executive compensation for ExxonMobil's board of directors and its chairman/CEO, ensuring alignment with corporate goals and shareholder interests. Since joining Mobil Oil Canada in Calgary in 1998, Mr. Schustereder has built a diverse career across a wide range of human resources disciplines, including talent acquisition, business HR, staffing and development, and organizational design. Prior to assuming his executive leadership position in 2023, Mr. Schustereder served as commercial manager for ExxonMobil’s upstream operations in Nigeria, where he led the company’s commercial activities based in Lagos, navigating complex business environments and fostering strategic partnerships. Mr. Schustereder holds a bachelor of commerce degree from the University of Calgary.
Marc Treviño – Partner, Sullivan & Cromwell Mr. Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group. For more than 30 years, Mr. Treviño has provided counsel to public company executives and boards in significant compensation matters, including those involving transformative transactions, fiduciary conflicts, reputational risk, overlapping regulatory regimes, and multiple jurisdictions. He is a co-author of The Public Company Deskbook (The Practising Law Institute). Mr. Treviño received his AB from Princeton University. He earned his JD from Yale Law School, where he now teaches corporate crisis management.

Graphic banner with a hand touching a screen. The words on the banner are, "Roundtable on Executive Compensation Disclosure Requirements"

The SEC is hosting a roundtable on executive compensation disclosure requirements with representatives from public companies and investors as well as other experts in this field.

More information: News Release | Chairman Atkins Statement | Submit Public Comments | Comments Received

Agenda

Time	Description
Noon	Doors Open
1- 1:30 p.m.	Opening Remarks from Chairman Paul Atkins, Commissioner Hester Peirce, Commissioner Caroline Crenshaw, and Commissioner Mark Uyeda
1:30 - 2:45 p.m.	Panel 1. Executive Compensation Decisions: Setting Compensation and Informing Investment and Voting Decisions This panel will explore how public companies set compensation for their executive officers, including, who sets compensation, the factors that influence compensation decision-making, and the process by which compensation decisions are made. The panel will also discuss how investors consider executive compensation in making investment and voting decisions. Moderator: Keir Gumbs, Principal and Chief Legal Officer, Edward Jones Panelists: • Debra Cafaro, Human Resources Committee Chair, PNC • Ola Peter Krohn Gjessing, Lead Investment Stewardship Manager, Norges Bank Investment Management • Ani Huang, President and CEO, Center on Executive Compensation • Blair Jones, Managing Director, Semler Brossy • Michael Lennartz, Executive Vice President, Total Rewards, Mastercard • Bob McCormick, Executive Director, Council of Institutional Investors
2:45 - 2:55 p.m.	Break
	Panels 2 and 3. Executive Compensation Disclosure: How We Got Here and Where We Should Go These panels will discuss the evolution of executive compensation disclosure, including the 2006 amendments and the compensation-related rules mandated by the Dodd-Frank Act. The discussion will explore whether the rules have achieved their policy objectives, the challenges in preparing the required disclosure, the types of disclosure that investors find material, and what the disclosure requirements should look like in the future.
2:55 - 4:10 p.m.	Panel 2 Moderator: James Cotton, Assistant Corporate Secretary, Corporate Governance & Executive Compensation Managing Counsel, United Airlines Panelists: • Mark Borges, Principal, Compensia • Zachary Levine, Vice President, Corporate Secretary and Bank Counsel, Metropolitan Commercial Bank • David Lynn, Partner, Goodwin Procter • Michael McCauley, Senior Officer, Investment Programs and Governance, State Board of Administration of Florida • Brandon Rees, Deputy Director, Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations • Roland Schustereder, Global Head of Total Rewards, ExxonMobil
4:10 - 4:20 p.m.	Break
4:20 - 5:35 p.m.	Panel 3 Moderator: Ning Chiu, Partner, Davis Polk & Wardwell Panelists: • Terry Adamson, Partner, Infinite Equity • Sarah Fortt, Deputy General Counsel and Corporate Secretary, Ford Motor Company • Drew Hambly, Investment Director, Stewardship, California Public Employees’ Retirement System • Ronald O. Mueller, Partner, Gibson Dunn • John Roe, Head of Investment Stewardship in the Americas, BlackRock • Marc Treviño, Partner, Sullivan & Cromwell

Roundtable Panelists

Biography
Terry Adamson – Partner, Infinite Equity Mr. Adamson is a Fellow of Global Equity (FGE) who began his work with stock-based compensation over 20 years ago applying actuarial disciplines to minimize the accounting cost of employee equity under ASC718, while also maximizing the perceived value to participants. He became one of the premier experts on Performance Share programs and gained the nickname “Mr. Relative TSR.” He continues to focus on performance equity and the mission to tighten the alignment between pay and performance. Mr. Adamson is very active in the equity community and formerly served on the FASB Roundtable on Employee Share Options and on the Executive Advisory Committee of the National Association of Stock Plan Professionals (NASPP). He currently serves as the chairperson of the Advisory Board of the Certified Equity Professional Institute (CEP) and the Society of Actuaries task force on stock option valuation.
Mark Borges – Principal, Compensia Inc. Mr. Borges specializes in SEC disclosure issues and is a prolific writer and speaker on executive pay issues at Compensia, a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. Previously, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, D.C. He also has prior service at the SEC as Special Counsel in the Office of Rulemaking within the Division of Corporation Finance. Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (3rd Ed.) published by the American Bar Association, and a co-author of the Lynn and Borges Executive Compensation Disclosure Treatise and Reporting Guide. He also regularly comments on executive compensation disclosure issues on the CompensationStandards.com website.
Debra Cafaro – Human Resources Committee Chair, The PNC Financial Services Group Ms. Cafaro is a member of the board of directors at the PNC Financial Services Group and serves as chair of the human resources committee. Ms. Cafaro has deep experience in executive and board leadership, including 26 years as chairman and chief executive officer of Ventas. She also serves on the boards of The University of Chicago and the Civic Committee of the Commercial Club of Chicago. Ms. Cafaro has received numerous professional recognitions, including being named one of the Top 100 Best Performing CEOs in the World for six consecutive years (Harvard Business Review), 100 Most Influential People in Healthcare six times (Modern Healthcare), and Top 50 Women in World Business (Financial Times). She received her JD from the University of Chicago Law School and BA from the University of Notre Dame.
Ning Chiu – Partner, Davis Polk Ms. Chiu advises companies and their boards of directors on corporate governance, securities regulation, and emerging trends. For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, and proxy advisory services. She counsels clients on emerging trends and developments and responding to evolving best practices. Ms. Chiu is a frequent speaker and author on governance issues and is active in the corporate governance community.
James Cotton – Assistant Corporate Secretary – Corporate Governance & Executive Compensation Managing Counsel, United Airlines Mr. Cotton is involved in the coordination and conducting of board of directors and committee meetings, and he serves as the principal legal liaison to the executive leadership team and the board and compensation committee on executive compensation matters. He also provides first-line advice and counsel on securities law reporting and compliance matters. Before United, Mr. Cotton held senior counsel roles at Bristol Myers Squibb and BNP Paribas, and he was an associate for the capital markets group in the New York office of Shearman & Sterling. Mr. Cotton earned a BA from the University of Illinois, an MPS from Cornell University, and a JD from the University of Pennsylvania Law School.
Sarah Fortt – Deputy General Counsel and Corporate Secretary, Ford Motor Company Ms. Fortt has spent her 15 years of practice working with organizations – small and large, public and private – in navigating their relationships and communications with key stakeholders, including their investors, regulators, employees, and communities. She has regularly worked with boards of directors and senior management on their approaches to corporate governance, oversight and disclosure, crisis management, succession planning, and board education. Prior to joining Ford, Ms. Fortt was a partner and global co-chair of the sustainability practice at Latham & Watkins. Before joining Latham, she was the mind behind the creation of one of the first cross-functional governance and sustainability groups at a U.S.-based global law firm, where she also served as its dedicated corporate governance expert. She is a thought leader in U.S. corporate governance and on matters regarding environmental and social corporate risks and opportunities, including those relating to governance, corporate culture, climate change, and human rights. She has helped clients create consistent, effective, and meaningful stakeholder communications (both required and voluntary), and she has worked with companies across multiple industries in times of calm and in times of crisis as well as during key strategic transactions. She has a sophisticated understanding of incentive structures and how they function across various levels of an organization given an organization’s strategies, goals and values.
Ola Peter Krohn Gjessing – Lead Investment Stewardship Manager, Norges Bank Investment Management (NBIM) At NBIM, which manages Norway’s $1.7 trillion Government Pension Fund Global, Mr. Gjessing focuses on ownership strategies, governance policy, board-level engagement with major companies in the equity portfolio, and proxy voting. He collaborates closely with internal investment teams covering the financial sector globally. He monitors market practices for corporate governance, and he oversees NBIM’s policies on executive compensation in the U.S. and internationally. Prior to joining NBIM in 2005, Mr. Gjessing served as a finance journalist at the Reuters Oslo bureau and as a political adviser. Mr. Gjessing holds an MBA in finance from the Norwegian School of Economics in Bergen, and he is a Certified European Financial Analyst (CEFA/EFFAS).
Keir Gumbs – Principal & Chief Legal Officer, Edward Jones Mr. Gumbs is responsible for leading all associates who provide legal support to the firm, and he is responsible for compliance. He joined the firm in 2023 after spending two years as the chief legal officer for Broadridge Financial Solutions, three years as the vice president, deputy general counsel, and deputy corporate secretary at Uber, and 13 years as a partner and co-chair of the securities practice at Covington & Burling. Mr. Gumbs previously worked six years at the SEC, serving in the Division of Corporation Finance and later as counsel to an SEC Commissioner. Mr. Gumbs earned his bachelor's degree in international relations from Ohio State University and a juris doctorate from University of Pennsylvania Law School.
Drew Hambly – Investment Director - Stewardship, California Public Employees’ Retirement System (CalPERS) Mr. Hambly joined CalPERS in 2022 and is responsible for the pension funds stewardship activities including global proxy voting and engagement. He previously held similar roles at Morgan Stanley Investment Management, State Street Global Advisors, and Moody’s Investor Service. He has worked in stewardship for the past 28 years, beginning at the Investor Responsibility Research Center. Mr. Hambly graduated with a BA in economics from American University, and he earned his MBA from the Weatherhead School of Management at Case Western Reserve University.
Ani Huang – President and CEO, Center On Executive Compensation Ms. Huang is senior executive vice president at HR Policy Association, spearheading its thought leadership agenda and leading a global team of experts shaping the future of HR policy and practice. The affiliated Center On Executive Compensation is comprised of over 130 member companies and drives forward-looking research, best practice development, and effective advocacy on executive compensation issues. Ms. Huang is a recognized voice on talent strategy and corporate governance, frequently engaging with business leaders, policymakers, and stakeholders to advance practical, principled approaches to complex workforce challenges.
Blair Jones – Managing Director, Semler Brossy Ms. Jones has 30 years of executive compensation consulting experience and has worked extensively across industries. She has deep expertise in advising boards on company transitions, significant investor concerns, and an expanding human capital management mandate. Before joining Semler Brossy, Ms. Jones was the practice leader in leadership performance and rewards at Sibson and an associate consultant at Bain & Company. Ms. Jones holds the designations of Certified Benefits Professional (CBP), Certified Compensation Professional (CCP), and Certified Executive Compensation Professional (CECP). She has consistently been named to the NACD Directorship 100, an annual list of the most influential people in the boardroom. Ms. Jones currently serves on the Board of the Mohawk Valley Health System and leads its Women’s Giving Circle, helping direct philanthropic support to community health initiatives. She also serves on the advisory board for M3 Placement & Partnership.
Michael Lennartz – Executive Vice President of Total Rewards, Mastercard Mr. Lennartz's responsibilities at Mastercard include executive and broad-based compensation, sales compensation, global well-being and benefits, global mobility, and the people aspects of mergers & acquisitions. He has over 25 years of experience solving complex human capital challenges in corporate and consulting environments, advising boards and senior management teams on reward strategies that enhance employee attraction, retention, and engagement as well as reinforce company culture and maximize incentives to drive business and shareholder value. Prior to joining Mastercard, Mr. Lennartz served in various total rewards leadership roles at Bristol-Myers Squibb and as an executive and equity compensation consultant at leading HR consulting firms. Mr. Lennartz holds a bachelor’s degree in economics from the University of Pennsylvania.
Zachary Levine – Vice President, Corporate Secretary and Bank Counsel, Metropolitan Commercial Bank (MCB) Mr. Levine advises MCB’s board of directors and senior management on corporate governance, securities, public company compliance, and bank regulatory matters. Prior to joining MCB, he served as director and managing counsel for governance at BNY Mellon. Mr. Levine started his legal career at Sullivan & Cromwell out of the firm’s New York office, focusing primarily on capital markets. Mr. Levine has a bachelor of commerce degree from Carleton University (Ottawa, Canada) and a JD from York University's Osgoode Hall Law School in Toronto.
David Lynn – Partner, Goodwin Procter Mr. Lynn is chair of Goodwin Procter’s public company advisory practice and has three decades of experience as a practicing securities lawyer. He served in leadership roles at the SEC and now advises clients in private practice on a wide range of securities and corporate governance matters. Mr. Lynn is particularly knowledgeable about the SEC’s executive compensation disclosure requirements, having led the rulemaking team at the SEC that drafted significant changes to the executive compensation and related party disclosure rules in 2006. He also is co-author of the Executive Compensation Disclosure Treatise. Prior to joining Goodwin Procter, Mr. Lynn was a partner at Morrison Foerster, where he chaired the firm’s public company advisory & governance practice. He currently serves as chair of the Northwestern Pritzker School of Law’s Securities Regulation Institute and as an adjunct professor at Georgetown Law.
Michael McCauley – Senior Officer for Investment Programs & Governance, State Board of Administration (SBA) of Florida Mr. McCauley is responsible for active corporate governance strategies for the Florida Retirement System (FRS) as well as investment program management for the Florida PRIME local government investment pool (2a-7-like) and other non-pension investment mandates totaling over $34 billion. He manages global corporate engagement activities, equity proxy voting, investor initiatives, and regulatory affairs. Mr. McCauley is a member of the CFA Institute, the Jacksonville Society of Financial Analysts, and the International Corporate Governance Network (ICGN). He sits on the advisory board of the Harvard Law School Institutional Investor Forum (HIIF). He was elected to the board of directors for the Council of Institutional Investors from 2011 to 2016 and again from 2021 to 2025, serving as chair in 2015 and 2016 and currently as public fund co-chair. Mr. McCauley earned an undergraduate degree from the University of Florida and a master’s degree in public administration from Florida State University. He earned the CFA Institute’s Certificate in ESG Investing, and is a Certified Employee Benefits Specialist (CEBS) and a Certified Treasury Professional (CTP).
Bob McCormick – Executive Director, Council of Institutional Investors Mr. McCormick was appointed to his current position in July 2024 after serving as managing director at PJT Camberview, where he advised public company boards and executives on a range of corporate governance matters. Among other previous positions, Mr. McCormick was chief policy officer at Glass Lewis and director of investment proxy research at Fidelity Investments. He serves on advisory boards at Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership and New York University Law School's Institute for Corporate Governance & Finance. Mr. McCormick also serves on the International Financial Reporting Standards Advisory Council. Mr. McCormick holds a BA in history from Providence College, a JD from Quinnipiac University, and a graduate certificate of special studies in administration and management from Harvard University Extension School.
Ronald Mueller – Partner, Gibson Dunn Mr. Mueller is a founding member of Gibson Dunn’s securities regulation and corporate governance practice group. He advises public companies on a broad range of SEC disclosure and regulatory matters, executive and equity-based compensation issues, and corporate governance and compliance issues and practices. Mr. Mueller is active with the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association and is a fellow of the American College of Governance Counsel. He is a frequent speaker and author on securities and corporate governance matters, including developments in proxy disclosures and proxy contests, SEC disclosure requirements, executive compensation issues, corporate governance developments, and Section 16 rules. Mr. Mueller worked at the SEC from 1989 to 1991, serving as legal counsel to an SEC Commissioner focusing on such matters as executive compensation rules, enforcement, and regulatory initiatives. Mr. Mueller received his JD from Columbia Law School, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar. He received his BA magna cum laude from Vanderbilt University.
Brandon Rees – Deputy Director of Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations (AFL-CIO) Mr. Rees works on behalf of the AFL-CIO's labor unions that represent 15 million working people. He also serves as the supervisory committee chair of the AFL-CIO Employees Federal Credit Union and a leadership team member for the Interfaith Center on Corporate Responsibility's advancing worker justice program. He previously served as a trustee of the AFL-CIO staff retirement plan, shareholder advocacy committee co-chair of the Council of Institutional Investors, and a member of the Public Company Accounting Oversight Board’s standing advisory group. Mr. Rees received his BA in economics and his JD from University of California, Berkeley.
John Roe – Head of Investment Stewardship in the Americas, BlackRock Mr. Roe leads a team that engages with companies and others in the investment stewardship ecosystem to promote the governance practices aligned with long-term value creation at companies in which BlackRock invests on behalf of clients. Previously, Mr. Roe was a partner and co-leader of the governance practice at corporate communications firm Joele Frank, Wilkinson Brimmer Katcher. He advised boards of directors and senior executives on matters including board composition, executive compensation, sustainability-related disclosure and reporting, and shareholder engagement. Mr. Roe also led the analytics and corporate advisory teams at proxy advisory firm Institutional Shareholder Services (ISS) and served as the chief operating officer and chief compliance officer at an investment adviser. Among other prior positions, Mr. Roe served in the White House following 9/11, worked as a consultant with McKinsey & Company, and served as an officer in the U.S. Coast Guard.
Roland Schustereder – Global Head of Total Rewards, ExxonMobil Mr. Schustereder oversees the strategic design and implementation of competitive and sustainable compensation, benefits, and rewards programs. He serves as a key advisor on executive compensation for ExxonMobil's board of directors and its chairman/CEO, ensuring alignment with corporate goals and shareholder interests. Since joining Mobil Oil Canada in Calgary in 1998, Mr. Schustereder has built a diverse career across a wide range of human resources disciplines, including talent acquisition, business HR, staffing and development, and organizational design. Prior to assuming his executive leadership position in 2023, Mr. Schustereder served as commercial manager for ExxonMobil’s upstream operations in Nigeria, where he led the company’s commercial activities based in Lagos, navigating complex business environments and fostering strategic partnerships. Mr. Schustereder holds a bachelor of commerce degree from the University of Calgary.
Marc Treviño – Partner, Sullivan & Cromwell Mr. Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group. For more than 30 years, Mr. Treviño has provided counsel to public company executives and boards in significant compensation matters, including those involving transformative transactions, fiduciary conflicts, reputational risk, overlapping regulatory regimes, and multiple jurisdictions. He is a co-author of The Public Company Deskbook (The Practising Law Institute). Mr. Treviño received his AB from Princeton University. He earned his JD from Yale Law School, where he now teaches corporate crisis management.

Biography

Terry Adamson – Partner, Infinite Equity

Mr. Adamson is a Fellow of Global Equity (FGE) who began his work with stock-based compensation over 20 years ago applying actuarial disciplines to minimize the accounting cost of employee equity under ASC718, while also maximizing the perceived value to participants.

He became one of the premier experts on Performance Share programs and gained the nickname “Mr. Relative TSR.” He continues to focus on performance equity and the mission to tighten the alignment between pay and performance.

Mr. Adamson is very active in the equity community and formerly served on the FASB Roundtable on Employee Share Options and on the Executive Advisory Committee of the National Association of Stock Plan Professionals (NASPP). He currently serves as the chairperson of the Advisory Board of the Certified Equity Professional Institute (CEP) and the Society of Actuaries task force on stock option valuation.

Mark Borges – Principal, Compensia Inc.

Mr. Borges specializes in SEC disclosure issues and is a prolific writer and speaker on executive pay issues at Compensia, a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies.

Previously, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, D.C. He also has prior service at the SEC as Special Counsel in the Office of Rulemaking within the Division of Corporation Finance.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (3rd Ed.) published by the American Bar Association, and a co-author of the Lynn and Borges Executive Compensation Disclosure Treatise and Reporting Guide. He also regularly comments on executive compensation disclosure issues on the CompensationStandards.com website.

Debra Cafaro – Human Resources Committee Chair, The PNC Financial Services Group

Ms. Cafaro is a member of the board of directors at the PNC Financial Services Group and serves as chair of the human resources committee. Ms. Cafaro has deep experience in executive and board leadership, including 26 years as chairman and chief executive officer of Ventas. She also serves on the boards of The University of Chicago and the Civic Committee of the Commercial Club of Chicago.

Ms. Cafaro has received numerous professional recognitions, including being named one of the Top 100 Best Performing CEOs in the World for six consecutive years (Harvard Business Review), 100 Most Influential People in Healthcare six times (Modern Healthcare), and Top 50 Women in World Business (Financial Times). She received her JD from the University of Chicago Law School and BA from the University of Notre Dame.

Ning Chiu – Partner, Davis Polk

Ms. Chiu advises companies and their boards of directors on corporate governance, securities regulation, and emerging trends.

For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, and proxy advisory services. She counsels clients on emerging trends and developments and responding to evolving best practices.

Ms. Chiu is a frequent speaker and author on governance issues and is active in the corporate governance community.

James Cotton – Assistant Corporate Secretary – Corporate Governance & Executive Compensation Managing Counsel, United Airlines

Mr. Cotton is involved in the coordination and conducting of board of directors and committee meetings, and he serves as the principal legal liaison to the executive leadership team and the board and compensation committee on executive compensation matters. He also provides first-line advice and counsel on securities law reporting and compliance matters.

Before United, Mr. Cotton held senior counsel roles at Bristol Myers Squibb and BNP Paribas, and he was an associate for the capital markets group in the New York office of Shearman & Sterling.

Mr. Cotton earned a BA from the University of Illinois, an MPS from Cornell University, and a JD from the University of Pennsylvania Law School.

Sarah Fortt – Deputy General Counsel and Corporate Secretary, Ford Motor Company

Ms. Fortt has spent her 15 years of practice working with organizations – small and large, public and private – in navigating their relationships and communications with key stakeholders, including their investors, regulators, employees, and communities. She has regularly worked with boards of directors and senior management on their approaches to corporate governance, oversight and disclosure, crisis management, succession planning, and board education.

Prior to joining Ford, Ms. Fortt was a partner and global co-chair of the sustainability practice at Latham & Watkins. Before joining Latham, she was the mind behind the creation of one of the first cross-functional governance and sustainability groups at a U.S.-based global law firm, where she also served as its dedicated corporate governance expert.

She is a thought leader in U.S. corporate governance and on matters regarding environmental and social corporate risks and opportunities, including those relating to governance, corporate culture, climate change, and human rights. She has helped clients create consistent, effective, and meaningful stakeholder communications (both required and voluntary), and she has worked with companies across multiple industries in times of calm and in times of crisis as well as during key strategic transactions. She has a sophisticated understanding of incentive structures and how they function across various levels of an organization given an organization’s strategies, goals and values.

Ola Peter Krohn Gjessing – Lead Investment Stewardship Manager, Norges Bank Investment Management (NBIM)

At NBIM, which manages Norway’s $1.7 trillion Government Pension Fund Global, Mr. Gjessing focuses on ownership strategies, governance policy, board-level engagement with major companies in the equity portfolio, and proxy voting. He collaborates closely with internal investment teams covering the financial sector globally. He monitors market practices for corporate governance, and he oversees NBIM’s policies on executive compensation in the U.S. and internationally.

Prior to joining NBIM in 2005, Mr. Gjessing served as a finance journalist at the Reuters Oslo bureau and as a political adviser.

Mr. Gjessing holds an MBA in finance from the Norwegian School of Economics in Bergen, and he is a Certified European Financial Analyst (CEFA/EFFAS).

Keir Gumbs – Principal & Chief Legal Officer, Edward Jones

Mr. Gumbs is responsible for leading all associates who provide legal support to the firm, and he is responsible for compliance. He joined the firm in 2023 after spending two years as the chief legal officer for Broadridge Financial Solutions, three years as the vice president, deputy general counsel, and deputy corporate secretary at Uber, and 13 years as a partner and co-chair of the securities practice at Covington & Burling.

Mr. Gumbs previously worked six years at the SEC, serving in the Division of Corporation Finance and later as counsel to an SEC Commissioner.

Mr. Gumbs earned his bachelor's degree in international relations from Ohio State University and a juris doctorate from University of Pennsylvania Law School.

Drew Hambly – Investment Director - Stewardship, California Public Employees’ Retirement System (CalPERS)

Mr. Hambly joined CalPERS in 2022 and is responsible for the pension funds stewardship activities including global proxy voting and engagement. He previously held similar roles at Morgan Stanley Investment Management, State Street Global Advisors, and Moody’s Investor Service.

He has worked in stewardship for the past 28 years, beginning at the Investor Responsibility Research Center.

Mr. Hambly graduated with a BA in economics from American University, and he earned his MBA from the Weatherhead School of Management at Case Western Reserve University.

Ani Huang – President and CEO, Center On Executive Compensation

Ms. Huang is senior executive vice president at HR Policy Association, spearheading its thought leadership agenda and leading a global team of experts shaping the future of HR policy and practice.

The affiliated Center On Executive Compensation is comprised of over 130 member companies and drives forward-looking research, best practice development, and effective advocacy on executive compensation issues.

Ms. Huang is a recognized voice on talent strategy and corporate governance, frequently engaging with business leaders, policymakers, and stakeholders to advance practical, principled approaches to complex workforce challenges.

Blair Jones – Managing Director, Semler Brossy

Ms. Jones has 30 years of executive compensation consulting experience and has worked extensively across industries. She has deep expertise in advising boards on company transitions, significant investor concerns, and an expanding human capital management mandate.

Before joining Semler Brossy, Ms. Jones was the practice leader in leadership performance and rewards at Sibson and an associate consultant at Bain & Company.

Ms. Jones holds the designations of Certified Benefits Professional (CBP), Certified Compensation Professional (CCP), and Certified Executive Compensation Professional (CECP). She has consistently been named to the NACD Directorship 100, an annual list of the most influential people in the boardroom. Ms. Jones currently serves on the Board of the Mohawk Valley Health System and leads its Women’s Giving Circle, helping direct philanthropic support to community health initiatives. She also serves on the advisory board for M3 Placement & Partnership.

Michael Lennartz – Executive Vice President of Total Rewards, Mastercard

Mr. Lennartz's responsibilities at Mastercard include executive and broad-based compensation, sales compensation, global well-being and benefits, global mobility, and the people aspects of mergers & acquisitions. He has over 25 years of experience solving complex human capital challenges in corporate and consulting environments, advising boards and senior management teams on reward strategies that enhance employee attraction, retention, and engagement as well as reinforce company culture and maximize incentives to drive business and shareholder value.

Prior to joining Mastercard, Mr. Lennartz served in various total rewards leadership roles at Bristol-Myers Squibb and as an executive and equity compensation consultant at leading HR consulting firms.

Mr. Lennartz holds a bachelor’s degree in economics from the University of Pennsylvania.

Zachary Levine – Vice President, Corporate Secretary and Bank Counsel, Metropolitan Commercial Bank (MCB)

Mr. Levine advises MCB’s board of directors and senior management on corporate governance, securities, public company compliance, and bank regulatory matters.

Prior to joining MCB, he served as director and managing counsel for governance at BNY Mellon. Mr. Levine started his legal career at Sullivan & Cromwell out of the firm’s New York office, focusing primarily on capital markets.

Mr. Levine has a bachelor of commerce degree from Carleton University (Ottawa, Canada) and a JD from York University's Osgoode Hall Law School in Toronto.

David Lynn – Partner, Goodwin Procter

Mr. Lynn is chair of Goodwin Procter’s public company advisory practice and has three decades of experience as a practicing securities lawyer. He served in leadership roles at the SEC and now advises clients in private practice on a wide range of securities and corporate governance matters.

Mr. Lynn is particularly knowledgeable about the SEC’s executive compensation disclosure requirements, having led the rulemaking team at the SEC that drafted significant changes to the executive compensation and related party disclosure rules in 2006. He also is co-author of the Executive Compensation Disclosure Treatise.

Prior to joining Goodwin Procter, Mr. Lynn was a partner at Morrison Foerster, where he chaired the firm’s public company advisory & governance practice. He currently serves as chair of the Northwestern Pritzker School of Law’s Securities Regulation Institute and as an adjunct professor at Georgetown Law.

Michael McCauley – Senior Officer for Investment Programs & Governance, State Board of Administration (SBA) of Florida

Mr. McCauley is responsible for active corporate governance strategies for the Florida Retirement System (FRS) as well as investment program management for the Florida PRIME local government investment pool (2a-7-like) and other non-pension investment mandates totaling over $34 billion. He manages global corporate engagement activities, equity proxy voting, investor initiatives, and regulatory affairs.

Mr. McCauley is a member of the CFA Institute, the Jacksonville Society of Financial Analysts, and the International Corporate Governance Network (ICGN). He sits on the advisory board of the Harvard Law School Institutional Investor Forum (HIIF). He was elected to the board of directors for the Council of Institutional Investors from 2011 to 2016 and again from 2021 to 2025, serving as chair in 2015 and 2016 and currently as public fund co-chair.

Mr. McCauley earned an undergraduate degree from the University of Florida and a master’s degree in public administration from Florida State University. He earned the CFA Institute’s Certificate in ESG Investing, and is a Certified Employee Benefits Specialist (CEBS) and a Certified Treasury Professional (CTP).

Bob McCormick – Executive Director, Council of Institutional Investors

Mr. McCormick was appointed to his current position in July 2024 after serving as managing director at PJT Camberview, where he advised public company boards and executives on a range of corporate governance matters.

Among other previous positions, Mr. McCormick was chief policy officer at Glass Lewis and director of investment proxy research at Fidelity Investments. He serves on advisory boards at Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership and New York University Law School's Institute for Corporate Governance & Finance. Mr. McCormick also serves on the International Financial Reporting Standards Advisory Council.

Mr. McCormick holds a BA in history from Providence College, a JD from Quinnipiac University, and a graduate certificate of special studies in administration and management from Harvard University Extension School.

Ronald Mueller – Partner, Gibson Dunn

Mr. Mueller is a founding member of Gibson Dunn’s securities regulation and corporate governance practice group. He advises public companies on a broad range of SEC disclosure and regulatory matters, executive and equity-based compensation issues, and corporate governance and compliance issues and practices.

Mr. Mueller is active with the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association and is a fellow of the American College of Governance Counsel. He is a frequent speaker and author on securities and corporate governance matters, including developments in proxy disclosures and proxy contests, SEC disclosure requirements, executive compensation issues, corporate governance developments, and Section 16 rules. Mr. Mueller worked at the SEC from 1989 to 1991, serving as legal counsel to an SEC Commissioner focusing on such matters as executive compensation rules, enforcement, and regulatory initiatives.

Mr. Mueller received his JD from Columbia Law School, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar. He received his BA magna cum laude from Vanderbilt University.

Brandon Rees – Deputy Director of Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations (AFL-CIO)

Mr. Rees works on behalf of the AFL-CIO's labor unions that represent 15 million working people. He also serves as the supervisory committee chair of the AFL-CIO Employees Federal Credit Union and a leadership team member for the Interfaith Center on Corporate Responsibility's advancing worker justice program.

He previously served as a trustee of the AFL-CIO staff retirement plan, shareholder advocacy committee co-chair of the Council of Institutional Investors, and a member of the Public Company Accounting Oversight Board’s standing advisory group.

Mr. Rees received his BA in economics and his JD from University of California, Berkeley.

John Roe – Head of Investment Stewardship in the Americas, BlackRock

Mr. Roe leads a team that engages with companies and others in the investment stewardship ecosystem to promote the governance practices aligned with long-term value creation at companies in which BlackRock invests on behalf of clients.

Previously, Mr. Roe was a partner and co-leader of the governance practice at corporate communications firm Joele Frank, Wilkinson Brimmer Katcher. He advised boards of directors and senior executives on matters including board composition, executive compensation, sustainability-related disclosure and reporting, and shareholder engagement. Mr. Roe also led the analytics and corporate advisory teams at proxy advisory firm Institutional Shareholder Services (ISS) and served as the chief operating officer and chief compliance officer at an investment adviser.

Among other prior positions, Mr. Roe served in the White House following 9/11, worked as a consultant with McKinsey & Company, and served as an officer in the U.S. Coast Guard.

Roland Schustereder – Global Head of Total Rewards, ExxonMobil

Mr. Schustereder oversees the strategic design and implementation of competitive and sustainable compensation, benefits, and rewards programs. He serves as a key advisor on executive compensation for ExxonMobil's board of directors and its chairman/CEO, ensuring alignment with corporate goals and shareholder interests.

Since joining Mobil Oil Canada in Calgary in 1998, Mr. Schustereder has built a diverse career across a wide range of human resources disciplines, including talent acquisition, business HR, staffing and development, and organizational design. Prior to assuming his executive leadership position in 2023, Mr. Schustereder served as commercial manager for ExxonMobil’s upstream operations in Nigeria, where he led the company’s commercial activities based in Lagos, navigating complex business environments and fostering strategic partnerships.

Mr. Schustereder holds a bachelor of commerce degree from the University of Calgary.

Marc Treviño – Partner, Sullivan & Cromwell

Mr. Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice and the managing partner of its executive compensation group.

For more than 30 years, Mr. Treviño has provided counsel to public company executives and boards in significant compensation matters, including those involving transformative transactions, fiduciary conflicts, reputational risk, overlapping regulatory regimes, and multiple jurisdictions. He is a co-author of The Public Company Deskbook (The Practising Law Institute).

Mr. Treviño received his AB from Princeton University. He earned his JD from Yale Law School, where he now teaches corporate crisis management.

Last Reviewed or Updated: July 1, 2025

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SEC Roundtable on Executive Compensation Disclosure Requirements

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SEC Roundtable on Executive Compensation Disclosure Requirements

Agenda

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Agenda

Roundtable Panelists