2025 Conference Agenda

8:00 – 8:35 a.m.

Speaker:

• John Jenkins — TheCorporateCounsel.net

Break

8:35 – 8:50 a.m.

8:50 – 9:50 a.m.

Speakers:

• Sonia Barros — Sidley
• Brian Breheny — Skadden
• Meredith Cross — WilmerHale
• Dave Lynn — Goodwin and TheCorporateCounsel.net
• Lona Nallengara — A&O Shearman

Our “SEC All-Stars” have decades of experience with the inner workings of the Commission. In this panel discussion, these former Staffers will share their practical insights on today’s most pressing proxy, disclosure and governance issues — and answer your burning questions.

Break

9:50 – 10:05 a.m.

10:05 – 10:45 a.m.

Speakers:

• J.T. Ho — Cleary Gottlieb
• Betty Huber — Latham & Watkins
• Michael Littenberg — Ropes & Gray

In the last few years, a growing number of companies have faced opposition — sometimes widely publicized — to sustainability or DEI efforts, whether in the form of legal challenges, greenwashing claims, customer boycotts or anti-ESG shareholder proposals. More recently, shifting political winds have changed the playing field for U.S. Federal regulation and enforcement with respect to DEI programs.

At the same time, many investors continue to focus on topics that impact business resilience, and companies are navigating stricter regulations from states and foreign countries. As a result, public companies are in the crosshairs and reconsidering their approach to sustainability and DEI disclosures.

Our panelists will discuss the rapidly shifting state of play and how companies are responding now, plus share some tips to avoid finding yourself in hot water. Listen up to “double down” on compliance and the issues that matter most to your shareholders — plus your employees and customers.

Break

10:45 – 11:00 a.m.

11:00 a.m. – 12:00 p.m.

Speakers:

• Steve Haas — Hunton
• Jay Knight — Barnes & Thornburg
• Oderah Nwaeze — Faegre Drinker
• Kyle Pinder — Morris Nichols Arsht & Tunnell

In the last few years, Delaware’s status as America’s favorite corporate home has been called into question amid suggestions that boards and management increasingly face “cards stacked against them” in the Delaware courts. Just recently, hotly debated legislative amendments that, among other things, substantially enhance the protections available to boards and controlling shareholders of Delaware corporations when engaging in conflicted-controller transactions were approved by the Delaware General Assembly and signed into law at near warp speed.

In a state known for predictability and stability, corporate practitioners have recently struggled to keep up with the rapid developments in case law and legislative changes. But many are “betting” that the state — with its knowledgeable judiciary, developed case law and statutory process — will continue to be the prominent player in the corporate space.

This panel will get you up to speed and share practical tips for Delaware corporations — for organizational documents and governance structures, the corporate secretary function, transaction planning and proxy season.

Lunch

12:00 – 1:30 p.m.

1:30 – 2:10 p.m.

Moderators:

• J.T. Ho — Cleary Gottlieb
• John Jenkins — TheCorporateCounsel.net

Speaker:

• Michael Levin — The Activist Investor

John and J.T.’s Understanding Activism podcast series aims to provide a broad range of perspectives from both the activist and corporate side of activism. Inspired by episodes of the podcast, John and J.T. will have a conversation with The Activist Investor’s Michael Levin to discuss how activists approach projects and how companies can benefit from an activist perspective.

2:10 – 2:30 p.m.

In this reaction panel, hear respected public company advisors share their top takeaways from our Understanding Activism Podcast LIVE.

Break

2:30 – 2:45 p.m.

2:45 – 3:25 p.m.

Speakers:

• Ryan Adams — Morrison Foerster
• Era Anagnosti — DLA Piper
• Reid Hooper — Cooley

The 2025 proxy season is another rollercoaster! Our panelists will share practical tips so you can “play your cards right” in 2026.

Break

3:25 – 3:40 p.m.

3:40 – 4:10 p.m.

Moderator:

• Liz Dunshee — Fredrikson and TheCorporateCounsel.net

With electronic D&O questionnaires and automated timelines, it seems like the proxy preparation process should be getting easier year over year. But myriad considerations — like pass-through voting, the waning influence of proxy advisors and diverging investor perspectives — make it feel like proxy preparers need to foresee and plan for more perspectives than ever before.

Proxy season shouldn’t be a “gamble”! Our panelists will share ways to get ahead of vote solicitation issues, manage your proxy process, solicit votes and leverage your service providers to make sure you never feel “down to the wire” during proxy season.

Break

4:10 – 4:25 p.m.

4:25 – 4:55 p.m.

Speakers:

• Pippa Bond — Kirkland & Ellis
• Ning Chiu — Davis Polk
• Brad Goldberg — Cooley

International instability. Diverging regulations. Political polarization. Shifting federal enforcement priorities. Cybersecurity threats. Safety concerns. Advancement of AI. These are only a few of the issues causing the unprecedented risk environment and market volatility that public companies are currently navigating. With today’s rapidly changing business conditions, it is harder than ever to distill the key risks that boards should be leaning into and overseeing.

Hear our panelists share perennial and emerging issues boards need to focus on right now and suggestions to improve understanding and oversight, so you are not leaving major risks to chance.

4:55 – 5:00 p.m.

Speaker:

• Meredith Ervine — TheCorporateCounsel.net

5:00 – 7:00 p.m.

8:20 – 9:15 a.m.

Session Change

9:15 – 9:30 a.m.

9:30 – 10:30 a.m.

Speakers:

• Mark Borges — Compensia and CompensationStandards.com
• Tamara Brightwell — Wilson Sonsini
• Dave Lynn — Goodwin and TheCorporateCounsel.net
• Ron Mueller — Gibson Dunn

Our “SEC All-Stars” have decades of experience with the inner workings of the Commission. In this panel discussion, these former Staffers will share their practical insights on today’s most pressing executive compensation issues — and answer your burning questions.

Break

10:30 – 11:15 a.m.

11:15 – 11:55 a.m.

Speakers:

• Sheri Adler — Troutman Pepper Locke
• Howard Dicker — Weil
• Kyle Eastman — Compensation Advisory Partners
• Corey Perry — Sidley

While mandatory Dodd-Frank clawback policies became a reality in late 2023, we expect the first large wave of mandatory clawbacks in the 2025 proxy season. Learn from the “unlucky”! Our panelists will share lessons from the restatements announced and clawbacks instituted in 2025 — plus ongoing considerations for your clawback policy and what you can do to prepare.

11:55 a.m. – 12:15 p.m.

Speakers:

• Renata Ferrari — Ropes & Gray
• Maia Gez — White & Case

The compensation disclosure rules — especially the tabular disclosures — are prescriptive and tricky. They require an understanding of executive compensation structures and the applicable disclosure requirements and accounting rules, or close collaboration among a team that collectively understands these topics. It is easy to get tripped up, especially if you face a new and novel (to you) compensation structure.

This panel is your “ace in the hole”! Our panelists will discuss common foot faults in executive compensation disclosures and how to avoid them.

Lunch

12:15 – 1:45 p.m.

1:45 – 2:15 p.m.

Speakers:

• Ali Nardali — K&L Gates
• Tara Tays — Pay Governance

In the last few years, we have seen frequently shifting trends in annual incentive plan performance metrics and increasing skepticism of them by investors, who cite evidence that things like individual metrics, E&S metrics and discretionary adjustments are just being used to “sweeten the pot.” Join our panelists as they discuss the latest trends in STI design and performance metrics and share practical tips for structuring and disclosing your annual incentives.

2:15 – 2:45 p.m.

Speakers:

• Dan Kapinos — Aon
• Kyoko Takahashi Lin — Davis Polk

Are we on the brink of a major shift in how public companies approach LTI compensation for their executives? Following its 2024 Global Benchmark Policy Survey, ISS noted investor concerns about poorly designed performance-based equity programs. The proxy advisor opted against major shifts to its benchmark policy guidelines for the 2025 proxy season but signaled the potential for greater policy changes for 2026. Any change could have long-term, wide-ranging impacts.

For now, companies are still navigating complex LTI programs and struggling to set rigorous, achievable long-term performance goals in an uncertain environment. Our panel will discuss these potential changes and share tips for managing your equity program.

PROGRAMMING NOTE: The agenda for our conferences is still being finalized, and we will update this conference agenda page as new speakers and sessions are added. We expect programming to conclude around 4:30 p.m. Pacific Time on Wednesday, October 22.