Biographies of Participants
Roundtable on Proxy Advisory Services
December 5, 2013
Karen Barr is General Counsel of the Investment Adviser Association (the “IAA”), a not-for-profit association that represents the interests of SEC-registered investment adviser firms. The IAA’s members manage more than $11 trillion in assets for individual and institutional clients, including private funds, mutual funds, pension plans, trusts, endowments, foundations, and corporations. The IAA advocates for its members on issues affecting advisers before the U.S. Congress, SEC, CFTC, DOL, and other regulators and engages in educational and compliance initiatives.
As General Counsel, Ms. Barr has responsibility for the wide range of legal and regulatory matters affecting the Association and its members. Prior to joining the IAA in March 1997, Ms. Barr was in private practice at Wilmer, Cutler & Pickering (now Wilmer Hale), where she represented clients in SEC investigations, securities class action litigation, internal corporate investigations, and securities regulatory matters.
Ms. Barr received her B.A. from the University of Pennsylvania in 1985 and her J.D. from the University of Michigan Law School in 1988.
Jeff Brown, with over 30 years of industry experience, heads Charles Schwab’s Office of Legislative and Regulatory Affairs in Washington, D.C., where he is responsible for managing the company’s response to public policy initiatives and advocating for the development of government policies that help individual investors better achieve their financial goals. Mr. Brown was named to the SEC’s Investor Advisory Committee, which was disbanded following the enactment of the Dodd-Frank Act. More recently, Mr. Brown was selected to the Clearing Agency Advisory Committee, which was formed by DTCC.
Mr. Brown joined Schwab in 2003 as Senior Vice President and General Counsel of Schwab Capital Markets, L.P., where he provided oversight of legal and compliance matters impacting Schwab’s affiliated broker-dealers.
In 1981, Mr. Brown began his career in the securities markets as an option trader on the floor of the Philadelphia Stock Exchange. After establishing his own proprietary option trading firm in 1988 and serving as a member of the Board of Governors of the Philadelphia Stock Exchange, Mr. Brown moved to the regulatory side of the industry by joining the SEC in 1992, where he served as Senior Counsel in the Division of Market Regulation.
Upon leaving the Commission in 1995, Mr. Brown became Project Manager and Senior Legal Advisor to a U.S. project to assist the Government of Romania in creating its emerging securities market. Returning to the United States in late 1996, Mr. Brown joined the law firm of Smith, Lodge, and Schneider, which merged into the law firm of Hopkins & Sutter in 1998.
In early 1999, Mr. Brown assumed the duties of Vice President for Regulation and General Counsel at the Cincinnati Stock Exchange, which is now the National Stock Exchange. In addition, Mr. Brown served as Chairman of the Operating Committee of the National Market System Plan governing NASDAQ securities.
Dr. Mark A. Chen is an Associate Professor of Finance at Georgia State University’s J. Mack Robinson College of Business. He conducts academic research in the areas of corporate finance and corporate governance. His research papers have been published in leading scholarly journals such as the Journal of Finance, the Review of Financial Studies, and the Journal of Law and Economics. Prior to joining the Robinson College, Dr. Chen was a member of the business school faculty at the University of Maryland, College Park. From 2005 to 2007, Dr. Chen served as a visiting academic scholar in the SEC’s Office of Economic Analysis, where he assisted SEC staff with economic analysis of issues such as tender offers, executive compensation disclosure, and electronic proxy filing. Dr. Chen received a B.A. in Mathematics and Economics from Rice University and an M.A. and Ph.D. in Economics from Harvard University.
Managing Director and Global Head of Corporate Governance and Responsible Investment, BlackRock, Inc.
Michelle Edkins is a Managing Director at BlackRock and Global Head of its Corporate Governance and Responsible Investment team of 20 specialists based in five key regions internationally. In that role, she is responsible for the team’s engagement and proxy voting activities in relation to the companies in which BlackRock invests on behalf of clients. She also serves on the firm’s Government Relations Steering Committee.
Michelle is an active participant in the public corporate governance debate and regularly speaks and writes on the importance of good stewardship for company performance. She was named in the NACD (the US National Association of Corporate Directors) Directorship 100 Governance Professionals list for 2012. She is also a Fellow of the Aspen Institute’s First Movers program and Chairman of the Board of Governors of the International Corporate Governance Network.
Prior to joining BlackRock in 2009, Michelle was Managing Director at Governance for Owners, an independent partnership offering products that support responsible long-term share ownership. She started her corporate governance career in the UK in 1997 at Hermes Pensions Management, where she spent eight years, initially as the head of the corporate governance team and thereafter as Director of Institutional Relations. An economist by training, Michelle has also worked for New Zealand’s Reserve Bank and the British High Commission in Wellington.
Yukako Kawata is co-head of Davis Polk’s Investment Management/Private Funds Group. She advises clients on the formation and operation of private investment funds and other investment vehicles exempt under the U.S. Investment Company Act, including private equity funds, hedge funds, venture capital funds, fund of funds, and funds investing in particular sectors or countries. She also advises clients on the establishment and operations of private fund managers, including private equity and hedge fund firms.
In the private funds practice, Ms. Kawata advises clients on the full spectrum of legal and marketing considerations involved in establishing private funds with diverse investment strategies that are marketed to investors on a worldwide basis, including institutional investors and high-net-worth individuals. In addition, her practice includes the representation of institutional investors seeking to invest in private funds, such as private equity funds, venture capital funds, and hedge funds.
She advises numerous private funds and private fund sponsors and advisers as to the regulatory considerations applicable to their ongoing operations and investment activities, including compliance with the U.S. Investment Advisers Act and the U.S. Investment Company Act.
Vice President, Chief Administrative Officer and General Counsel, GT Advanced Technologies, Inc.
Hoil Kim oversees legal services for GT’s management and board of directors, including advising GT’s compensation committee on executive compensation and disclosure. Mr. Kim joined GT in 2008 and was previously Vice President, Strategic Development of Cabot Corporation, a multinational specialty chemicals company, from 2003 to 2008, with responsibility for overseeing geographic expansion and acquisition activities on a global basis, and as Vice President and General Counsel from 2000 to 2003. In his strategic development position at Cabot, Mr. Kim had a significant role in the expansion of Cabot’s businesses in China. He was previously with Dewey Ballantine in New York and at Hale and Dorr in Boston. Mr. Kim holds a B.S. in Engineering and Applied Science from Yale University and received his J.D. cum laude from Georgetown University.
Eric Komitee is the General Counsel of Viking Global Investors LP, overseeing all legal, compliance and regulatory matters for the firm, and a member of Viking’s Management Committee. Prior to joining Viking, Mr. Komitee was an Assistant U.S. Attorney in the Eastern District of New York, where he served as Chief of the Business and Securities Fraud Section. From 1998 to 2000, he was an Associate at Skadden, Arps, specializing in regulatory, compliance, and white-collar crime matters. From 1996 to 1998, he was an Associate in the Corporate department of Cravath, Swaine and Moore, focusing on securities underwriting and mergers and acquisitions transactions. Mr. Komitee served as a law clerk to the Honorable J.L. Edmondson of the United States Court of Appeals following law school. He graduated cum laude from New York University School of Law, where he was a member of the Law Review, and Emory University (1992), with High Honors and Phi Beta Kappa.
Jeffrey P. Mahoney joined the Council of Institutional Investors as general counsel in 2006. His responsibilities include advocating the Council’s membership-approved policies before standard setters, regulators, members of Congress, and other policy makers. Prior to joining the Council, Mahoney was counsel to the chairman of the Financial Accounting Standards Board (“FASB”). From 1996-2006, he advised FASB and its parent entity, the Financial Accounting Foundation, on a variety of research, technical, and administrative matters, and was primarily responsible for FASB’s Washington, D.C. liaison activities. Prior to joining FASB, Mahoney was a corporate securities lawyer at Morgan, Lewis & Bockius LLP; a law clerk to the Honorable James G. Exum Jr., Chief Justice of the North Carolina Supreme Court; and an auditor at Arthur Andersen LLP.
Mahoney was the initial co-chair of FASB’s Investors Technical Advisory Committee, and is currently a member of IFRS Advisory Council; vice chair of the Investor Rights Committee of the Corporation, Finance, and Securities Law Section of the D.C. Bar; a member of the Public Company Accounting Oversight Board’s Standing Advisory Group and Pricing Sources Task Force; and a member of the Nasdaq Listing Qualifications Hearing Panel.
Mahoney holds a J.D. degree, served on the North Carolina Law Review, and was named to the Order of the Coif. He also holds a B.B.A. degree and an A.A. degree. He is a member of the District of Columbia and North Carolina Bar Associations. He also is a certified public accountant in North Carolina and Michigan and a member of the American Institute of Certified Public Accountants.
Nell Minow is co-founder and a board member of GMI Ratings, an independent research firm that evaluates public company boards of directors for D&O liability insurers, investors, law firms, audit firms, search firms, and academics. Formerly, she was a principal of the LENS investment fund, general counsel and then president of ISS, and a lawyer for EPA, OMB, and the Department of Justice. She is the author of more than 200 articles and co-author of the leading MBA textbook on corporate governance, now in its 5th edition. She has lifetime achievement awards from both the International Corporate Governance Network and Corporate Secretary Magazine. She attended Sarah Lawrence College and the University of Chicago Law School.
Trevor S. Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz. He has counseled a wide range of business enterprises in connection with mergers, acquisitions, investments, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, financing transactions, corporate governance matters, and crisis management situations.
Mr. Norwitz teaches a course in M&A at Columbia University School of Law. He is a member of the American Law Institute, and has served on several corporate law and governance committees of the American Bar Association and the New York City Bar Association. He served on an advisory panel for the South African government’s comprehensive company law reform. A regular speaker and panelist at professional conferences, he has chaired and participated in numerous Practising Law Institute programs and contributes regularly to professional publications on topics relating to M&A and corporate governance. Mr. Norwitz also chairs and serves on a number of non-profit boards of directors.
Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science (Law) degree from the University of Cape Town and read law at Oxford University on a Rhodes Scholarship, before completing an LL.M. at Columbia University in 1990. He joined Wachtell, Lipton, Rosen & Katz in 1994 and was named partner in 1998.
Harvey L. Pitt is the Chief Executive Officer of the global business consulting firm Kalorama Partners, LLC, and its law firm affiliate, Kalorama Legal Services, PLLC. Prior to founding the two Kalorama firms, Mr. Pitt served as the twenty-sixth Chairman of the SEC. In that role, from 2001 until 2003, Mr. Pitt was responsible, among other things, for overseeing the SEC’s response to the market disruptions resulting from the terrorist attacks of 9/11, for creating the SEC’s “real time enforcement” program, and for leading the Commission’s adoption of dozens of rules in response to the corporate and accounting crises generated by the excesses of the 1990s.
For nearly a quarter of a century before becoming the SEC’s Chairman, Mr. Pitt was a senior corporate partner in the international law firm Fried, Frank, Harris, Shriver & Jacobson. He was a founding trustee and the first President of the SEC Historical Society, and participates in a wide variety of bar and continuing legal education activities to further public consideration of significant corporate and securities law issues. Mr. Pitt served as an Adjunct Professor of Law at Georgetown University Law Center (1975-84), George Washington University Law School (1974-82), the University of Pennsylvania School of Law (1983-84), and The Yale Law School (2007).
Former Chairman Pitt served previously with the SEC, from 1968 until 1978, including three years as the Commission’s General Counsel (1975-78). Former Chairman Pitt received a J.D. degree from St. John’s University School of Law (1968), and his B.A. from the City University of New York (Brooklyn College) (1965). He was awarded an honorary LL.D. by St. John’s University in June 2002, and was given the Brooklyn College President’s Medal of Distinction in 2003.
Mr. Pitt is currently a Director and Chairman of the Audit Committee of GWU Medical Faculty Associates, Inc., a § 501(c)(3) corporation that provides comprehensive medical care to residents of the greater Washington, D.C. metropolitan area. He is also currently a member of the Public Company Accounting Oversight Board’s Advisory Council, a not-for-profit corporation created by the Sarbanes-Oxley Act of 2002, to oversee the audits of public companies and broker-dealers for the protection of investors and the public. He serves as an advisor to the Global Advisory Forum for CQS (UK) LLP and CQS Investment Management Limited. Further, he is an independent director of the international hedge funds of Paulson & Co. Inc., and a member of their Audit Committees. He is also a member of the Regulatory and Compliance Advisory Council for Millennium Capital Management, LLC. In addition, he serves as a senior advisor to Teneo Holdings LLC. Additionally, he serves on the Board of Directors, and is a member of the Audit Committee of Premier Alliance Group, Inc. He previously served for three years on the National Cathedral School’s Board of Trustees, where he was at various times Board Vice-Chair, Co-Chair of the Board’s Governance Committee, and Chair of the Audit and Compensation Committees. Mr. Pitt previously served as a Director of Approva Corporation, and was a member of its Audit Committee. In 2011, Mr. Pitt was inducted into the NACD Directorship 100 Corporate Governance Hall of Fame.
Katherine Rabin joined the leading independent corporate governance services firm shortly after it was founded in 2003 and was part of the original management team, overseeing various strategic initiatives during the company’s key growth phases including the development of Glass Lewis’ ViewPoint vote management platform. She was appointed CEO of Glass Lewis in 2007.
Before joining Glass Lewis, Ms. Rabin was Vice President of Communications at supply chain management company QRS Corporation, where she helped create and then managed the company’s investor relations program. Previously, Ms. Rabin was in charge of research at OTA/Off The Record Research, an independent investment research firm specializing in supply chain analysis. From 1992 to 1997, she was business editor at the Hearst-owned San Francisco Examiner.
Ms. Rabin is a Charter Member of the Drafting Committee of the Best Practice Principles for Governance Research Providers, which was established in February 2012 upon conclusion of the European Securities and Markets Authority consultation regarding the proxy advisory industry.
Ms. Rabin received her B.A. in Latin American Studies from the University of California, Berkeley.
Gary Retelny is the President of ISS (since August 2011) and is a named executive officer and Managing Director of MSCI Inc. (“MSCI”) and a member of MSCI’s Executive Committee. As President of ISS, he is responsible for the overall management and leadership of the business, which includes approximately 625 employees across 15 global offices. He works across all key ISS functions globally to expand the company’s current range of governance solutions and to ensure the quality of its research and the reliability of its proxy voting platform. He is also very active in engagement conversations with ISS’ various constituencies globally, including directors and executive officers of publicly listed companies.
Gary joined MSCI in 2003. He has close to 30 years of experience in private equity, mergers and acquisitions, and investment management. Gary is the Corporate Secretary of the MSCI Board of Directors, working closely with MSCI’s directors and board committees. He was also responsible for the MSCI ESG business with over 160 people.
As MSCI’s former Head of Strategy and Business Development, Gary was also responsible for major strategic initiatives, including the $1.6 billion acquisition and financing of RiskMetrics Group (NYSE: RISK) in June 2010, a leader in risk management and corporate governance. He also led the acquisition of Barra (NYSE: BARZ) in June 2004 for over $800 million and worked on the separation of MSCI from Morgan Stanley, including the implementation of MSCI’s independent governance processes and global benefit programs and led the team that took MSCI public on the NYSE in a $290 million IPO in November 2007.
As Chief Administrative Officer of MSCI, Gary also oversaw Corporate Services, Legal, and Internal Audit functions at MSCI. He also serves as Global Head of Human Resources. He received a B.S. and M.S. in Civil Engineering from Stanford University as well as an M.B.A. from Stanford Business School.
Michael J. Ryan, Jr.
Vice President, Business Roundtable, and former President and Chief Operating Officer of PROXY Governance, Inc.
Michael J. Ryan, Jr. is a Vice President for the Business Roundtable. In this role, he oversees the Corporate Governance Committee and other financial-services-related policy initiatives.
Mr. Ryan joins the Roundtable most recently from Corporate Board Member, a NYSE Euronext Company, where he was Senior Vice President and Managing Director of Board Services.
Prior to Corporate Board Member, Mr. Ryan served as President and Chief Operating Officer at PROXY Governance, Inc., and previously worked for the U.S. Chamber of Commerce as Executive Director and Senior Vice President for the Center for Capital Markets and Competitiveness, and the Executive Director for the Commission on the Regulation of the U.S. Capital Markets in the 21st century.
Before joining the Chamber, Mr. Ryan worked at American Stock Exchange (Amex), and at the National Association of Securities Dealers – now known as FINRA – and managed NASD’s purchase of the Amex. He also worked at the SEC, and prior to attending law school, at Price Waterhouse (now known as PricewaterhouseCoopers).
He graduated with a B.S. in Accountancy from Villanova University and earned his J.D. from The Columbus School of Law at The Catholic University of America where he currently serves as an adjunct professor of law teaching the Securities Market Regulation Seminar.
Anne Sheehan is the Director of Corporate Governance for the California State Teachers’ Retirement System (“CalSTRS”), the largest teachers’ public pension fund in the USA, where she is responsible for overseeing all corporate governance activities for the fund, including proxy voting, company engagements, and managing $3 billion placed with activists managers. Prior to that, she served as Chief Deputy Director for Policy at the California Department of Finance. During her tenure at Finance, Ms. Sheehan served on both the CalSTRS and CalPERS Boards as well as serving as the Executive Director of the Governor’s Post-Employment Benefits Commission. Ms. Sheehan serves as the Chair of the Council of Institutional Investors, is a member of the NASDAQ Listing Council, and serves on the Advisory Board of the Weinberg Center on Corporate Governance at the University of Delaware. Ms. Sheehan also serves as a member of the Investor Advisory Committee of the SEC. Ms. Sheehan was named one of the 100 most influential people on corporate governance by Directorship magazine in 2009, 2010 2011, and 2012.
Damon A. Silvers is the Director of Policy and Special Counsel for the AFL-CIO. He joined the AFL-CIO as Associate General Counsel in 1997. Mr. Silvers serves on a pro bono basis as a Special Assistant Attorney General for the state of New York. Mr. Silvers is also a member of the Investor Advisory Committee of the SEC, the Treasury Department’s Financial Research Advisory Committee, the Public Company Accounting Oversight Board’s Standing Advisory Group, and its Investor Advisory Group.
Mr. Silvers served as the Deputy Chair of the Congressional Oversight Panel for TARP from 2008 to 2011. Between 2006 and 2008, Mr. Silvers served as the Chair of the Competition Subcommittee of the United States Treasury Department Advisory Committee on the Auditing Profession and as a member of the United States Treasury Department Investor’s Practice Committee of the President’s Working Group on Financial Markets.
Prior to working for the AFL-CIO, Mr. Silvers worked for the Harvard Union of Clerical and Technical Workers, the Amalgamated Clothing and Textile Workers, and as a law clerk at the Delaware Court of Chancery for Chancellor William T. Allen and Vice-Chancellor Bernard Balick.
Mr. Silvers led the successful efforts to restore pensions to the retirees of Cannon Mills lost in the Executive Life collapse and the severance owed to laid off Enron and WorldCom workers following the collapse of those companies. Mr. Silvers served from 2003 to 2006 as pro bono Counsel to the Chairman of ULLICO, Inc. and in that capacity led the successful effort to recover over $50 million related to improperly paid executive compensation.
Mr. Silvers received his J.D. with honors from Harvard Law School. He received his M.B.A. with high honors from Harvard Business School and is a Baker Scholar. Mr. Silvers is a graduate of Harvard College, summa cum laude, and has studied history at Kings College, Cambridge University.
Darla C. Stuckey is Senior Vice President, Policy and Advocacy of the Society of Corporate Secretaries & Governance Professionals. Ms. Stuckey joined the Society in September 2009 and is responsible for policy, advocacy, research, and communication efforts on the Society’s behalf, and she serves as the staff liaison to the Policy Advisory Committee of the Society’s Board. In her position, she has testified before the House Financial Services Committee on Dodd-Frank governance issues, and is a frequent speaker at both Society and other events.
Prior to joining the Society, she was the Senior Assistant Secretary at American Express Company. She also served its Nominating and Governance and Public Responsibility Committees, and the boards of its two wholly owned subsidiary banks. Before joining American Express, Ms. Stuckey was the Corporate Secretary at the New York Stock Exchange, Inc. from 2002-2004 (and the Assistant Secretary from 2000-2002). She served in the NYSE Enforcement Division from 1998-2000. Ms. Stuckey began her career at Weil, Gotshal & Manges, where she practiced in the Securities Litigation Department for 10 years.
Ms. Stuckey has a B.S. from Oklahoma Christian College, an M.A. from University of Oklahoma, and a J.D. from Brooklyn Law School and was a past director of the Society of Corporate Secretaries.
Lynn E. Turner is currently a managing director of LitiNomics, an economics and forensic consulting firm. In 2007, Treasury Secretary Paulson appointed Mr. Turner to the Treasury Committee on the Auditing Profession. Mr. Turner was an executive officer and managing director of research of Glass Lewis & Co., from its founding in 2003 to 2007.
Mr. Turner served as the Chief Accountant of the SEC from July 1998 to August 2001. As Chief Accountant, Mr. Turner was the principal advisor to the SEC Chairman and Commission on auditing and financial reporting and disclosure by public companies in the U.S. capital markets as well as the related corporate governance matters.
From June of 1996 to June of 1998, Mr. Turner was the Chief Financial Officer and Vice President of Symbios, Inc., an international semiconductor and storage manufacturer. Before joining Symbios, Mr. Turner was a partner with the firm now named PricewaterhouseCoopers. Mr. Turner served as one of the firm’s national SEC review partners.
Mr. Turner currently serves as a trustee and member of the investment and audit committees of a $45 billion pension fund. He currently chairs the board committee of the pension fund that oversees the fund’s proxy voting policies and voting of the shares it holds on a global basis. Mr. Turner has served on the corporate boards of a Fortune 200 company and a small cap public company. Mr. Turner has also served on the board of a mutual fund where he was involved with the establishment of the fund’s proxy voting policies, as well as its actual voting of shares held.
Mr. Turner has served on the Standards Advisory Group and Investors Advisory Group of the Public Companies Accounting Oversight Board. Mr. Turner has served as a member of Financial Accounting Standards Board Investor Technical Advisory Committee and as the SEC Observer to the FASB Emerging Issues Task Force and Financial Accounting Standards Advisory Council.
Mr. Turner holds an M.A. in Accounting from the University of Nebraska and a B.A. in Business Administration, with a concentration in Accounting, from Colorado State University.