Speaker Biographies
Samuel H. Armacost
Lead Director, Chevron Corporation
Chairman, SRI International
Former CEO, Bank of America
Mr. Armacost currently serves as the Lead Director of Chevron and Chairman of the Board of Directors of SRI International, formerly Stanford Research Institute, an independent technology development and consulting organization. He was President, Director and Chief Executive Officer of BankAmerica Corporation from 1981 until 1986. He was a Managing Director of Weiss, Peck & Greer LLC from 1990 until 1998 and Managing Director of Merrill Lynch Capital Markets from 1987 until 1990. Mr. Armacost also serves as a director of Del Monte, Exponent, Inc., Callaway Golf Company and Franklin Resources, Inc.
Don Delves
President
The Delves Group
Don Delves, as President and Founder of The Delves Group, provides expertise in measuring performance, designing innovative pay and incentive systems, and helping companies get what they pay for with their compensation dollars. He works with boards, compensation committees, senior executives, and sales forces to improve their effectiveness and reassess the way they are organized, directed, and rewarded.
In his book, Stock Options & the New Rules of Corporate Accountability (McGraw Hill, August 2003), he pinpoints the problems of the current system and outlines steps that will dramatically improve the weak link between executive pay and performance. Prior to founding The Delves Group, he started and managed the Chicago office of iQuantic, was a Senior Consultant at Sibson and Co., an executive compensation consultant with Towers Perrin, served as a manager in personal financial planning and taxation with Arthur Anderson & Co., and served as a financial consultant to middle market companies for Harris Bank.
Mr. Delves is a CPA, holds an MBA in finance from the University of Chicago, and earned a BA, summa cum laude, in economics from DePauw University. He serves on the Chicago Compensation Association board, and is involved in a variety of civic and community organizations.
Brink Dickerson
Partner
Troutman Sanders
Brink Dickerson is a partner with the law firm of Troutman Sanders LLP in Atlanta, Georgia. The primary focuses of his practice are securities law and mergers and acquisitions.
Brink also advises a number of other publicly traded companies on a more occasional basis and regularly advises e-commerce and other start-ups with respect to venture capital and other financing issues. He also acts as special counsel to boards of directors and special committees with respect to governance, disclosure and investigatory matters. In the mergers and acquisitions area, Brink has been responsible for over one hundred transactions including five tender offers and acquisitions in over twenty different industries.
Brink is a regular speaker on securities and transactional matters. He formerly was the Chairperson of the Corporation and Business Law Committee of the Chicago Bar Association and for several years was the Chairman of the Mergers and Acquisitions Committee. He also is a member of the Securities Law Committee of the Chicago Bar Association and of the Georgia Bar and American Bar Associations.
Brink earned his BBA, MBA and JD, with honors, from Emory University, and is licensed to practice law in Illinois and Georgia
Brian T. Foley, Esq.
Managing Director
Brian Foley & Company, Inc.
Brian Foley has more than 25 years of experience in advising boards of directors, compensation and other board committees and senior managements of major publicly-traded and privately-owned corporations, as well as potential acquirers of, major investors in, and individual senior executives at such companies, on executive compensation and related corporate governance matters.
That experience includes 9 years as a tax attorney and executive compensation and benefits specialist with the law firm of Lord, Day & Lord in New York; 8 years as a principal and senior U.S. executive compensation and M&A/restructuring consultant with Handy Associates in New York and with the New York office of The Wyatt Company (now Watson Wyatt); and 13 years as the head of Brian Foley & Company, Inc.
Since 1985, Mr. Foley has been an advisor on executive compensation matters to boards, board committees, senior managements and individual CEOs and other senior executives at Fortune 500 and other large manufacturing companies in the aerospace, apparel, automotive parts, beverage, biotechnology, building materials, chemicals, computer hardware and software, cosmetics, electronics, electrical equipment, food, household products, industrial equipment, jewelry, luxury goods, metals, mining, pharmaceutical, publishing, photographic equipment, recreational equipment, specialty steel, textile and tobacco industries, among others.
During that period, Mr. Foley has also advised boards, board committees, senior managements and individual CEOs and other senior executives at Fortune 500 and other large service companies, including, among others, financial services companies engaged in investment banking, mortgage and other consumer lending, mortgage-backed and asset-backed securities issuance, asset management, securities brokerage, commercial lending and banking, life and property and casualty insurance and other activities; a variety of telecommunications sector companies; office, industrial and hotel REITs and hotel/resort and other real estate development and/or management companies; department store and specialty retail companies; wholesale distribution companies; airline, trucking, ocean-going transportation, airlines services and aviation leasing companies; gas and electric utilities; diversified services companies; advertising, public relations and other communication companies; a wide range of internet-related companies; and various internet-based, direct mail and other marketing companies.
Mr. Foley has spoken before a number of professional, business and academic groups on the strategic and design issues involved in creating and implementing effective executive compensation programs, and on various related Board and senior management corporate governance topics.
Mr. Foley has also been quoted on numerous occasions on executive compensation and related governance issues in stories appearing in major print publications including, among others, The New York Times and The Wall Street Journal (combined total of more than 90 articles since January 2002), and The Washington Post, the Financial Times, and The International Herald Tribune, numerous other major regional/metropolitan newspapers, Fortune, American Banker, and Smart Money. He has also provided commentary on executive compensation and related governance developments in connection with numerous broadcast news reports, including reports appearing on CBS News Sunday Morning, a number of CNBC-TV’s financial news programs, CNN's Lou Dobbs Tonight, Fox News’ Your World with Neil Cavuto, National Public Radio's All Things Considered, and MPR's Marketplace Morning Report. His commentary has also appeared in a number of news wire and internet news service reports (more than 40 since January 2002) appearing on the AP, Reuters, Dow Jones, Bloomberg and Knight-Ridder Tribune news wires, and on Time.com, Forbes.com, CNN/Money.com, CFO.com and elsewhere.
Mr. Foley is a graduate of the University of Pennsylvania and of Columbia University Law School (where he was a Harlan Fiske Stone Scholar), and also has an L.L.M. in tax from New York University Law School. He is also a member of a number of professional organizations and groups, including, among others, the American Bar Association, the New York State Bar Association, and the National Association of Stock Plan Professionals.
Stephen S. Hennigan
CPS Energy
Stephen S. Hennigan is the current chair of the CPS Energy Board of Trustees. He is senior vice president and chief financial officer for San Antonio Federal Credit Union, has represented the northeast quadrant of the CPS Energy service area since June 1, 2001, and serves on the Board's Audit Committee.
The certified public accountant has extensive experience with financial markets and has worked in the financial services industry since 1989. He holds a bachelor of business administration degree in finance and accounting from St. Mary's University.
Hennigan's affiliations include Financial Executives International, the American Institute of Certified Public Accountants, the Texas Society of Certified Public Accountants, the Association for Investment Management and Research and the San Antonio Financial Analyst Society. He is a 2001 graduate of Leadership San Antonio.
Blair JonesBlair Jones focuses on helping clients motivate and retain their talent in ways that contribute to sustained shareholder value creation. She has particular expertise in performance management and executive rewards design. She has worked with leadership teams across a number of industries, including healthcare, retail, telecommunications, professional services and consumer products. She works extensively with companies in transition. Ms. Jones joined Sibson Consulting in 1991. Prior to that time, she worked for Bain & Company, helping clients develop pricing and marketing strategies. She holds a bachelor's degree with highest honors from Williams College and has spoken at the WorldatWork and National Association for Stock Plan Professionals (NASPP) National Conferences on the topics of leadership rewards and talent management. She has also presented at the National Center for Employee Ownership (NCEO) Global Equity Conference, as well as to a variety of industry groups. She has published in many journals including Directors and Boards, World at Work Journal, Workspan, The Journal of Business Strategy and The Corporate Board. She has also been quoted in publications such as The New York Times, Business Week, The Wall Street Journal, Forbes and forbes.com, KiplingerForecasts.com, USA Today, the Los Angeles Times, and HR Executive.
Ira Kay
Watson Wyatt & Company
Mr. Kay is the Practice Director in charge of Watson Wyatt’s Compensation Practice. His primary focus is on executive compensation at the board level.
Mr. Kay has worked closely with U.S. public, international and private companies, helping them to develop annual and long-term incentive plans to increase shareholder value. His clients include AIG, American Eagle Outfitters, AT&T, Black & Decker, C.R. Bard, Canadian Imperial Bank of Commerce, DirecTV, EMC, Florida Power & Light, General Mills, Intuit, Lockheed Martin, Medco Health Solutions, Inc., Microsoft, Limited Brands, Schering-Plough, Tyco, Wal-Mart, among many others. He has experience in mergers, initial public offerings, and turnaround situations.
Mr. Kay conducts research on stock option overhang, executive pay and performance, and CEO stock ownership. This research is extremely useful to clients and receives significant media coverage.
Mr. Kay has a B.S. in Industrial and Labor Relations from Cornell University and a Ph.D. in economics from Wayne State University. He has written and spoken broadly on executive compensation issues. He most recently co-authored a book entitled, “Myths and Realities of Executive Compensation”, from Cambridge University Press. He is also a co-author (with Dr. Bruce Pfau) of the book, The Human Capital Edge, from McGraw-Hill. He is also the author of CEO Pay and Shareholder Value: Helping the U.S. Win the Global Economic War, published by St. Lucie Press, and Value at the Top: Solutions to the Executive Compensation Crisis, published by Harper Collins, and numerous other research studies. He has been published in the Harvard Business Review and the McKinsey Quarterly. Mr. Kay has presented analysis of executive compensation issues before the Federal Reserve Board, the S.E.C., the F.A.S.B. and a U.S. Senate subcommittee.
Michael Kesner
Principal, Human Capital Advisory Services
Deloitte Consulting LLP
Mike Kesner is the principal in charge of firm's Executive Compensation practice. He has over 26 years' experience working with companies on a wide range of executive compensation issues, including assessment of competitive pay levels, incentive compensation plan design, executive employment agreements and severance benefits, and deferred compensation plans. Mike also has experience with recruitment and retention arrangements, supplemental executive retirement programs, benefit security techniques, board of directors compensation and change-in-control pay issues. He is the independent advisor to the compensation committee of the board of directors on executive compensation matters at several Fortune 500 companies.
Mike has authored articles published in the Harvard Business Review, CFO Magazine, Directors and Boards, National Association of Corporate Directors' newsletter, and served on the NACD's Blue Ribbon Commission on executive pay. He is also a co-author of a chapter in A Practical Guide to SEC Proxy and Compensation Rules. He has often been a guest speaker on compensation and benefit matters at conferences sponsored by the National Association of Stock Plan Professionals, Ray Garrett Jr. Corporate and Securities Law Institute, American Bar Association, PLI, Executive Enterprises, Garrett Law Institute (Northwestern University), Tulane Corporate Law Institute and Tennessee Law Institute. Mike is a member of the American Institute of Certified Public Accountants, the Illinois CPA Society, and the National Association of Stock Plan Professionals. He received a B.S. in Accounting from the University of Illinois.
Eric Marquardt is a Principal in Towers Perrin’s Executive Compensation practice. Eric has worked with a wide variety of leading public and private companies on executive and director compensation matters, including providing advice to many Fortune-ranked companies.
Eric’s work includes designing and implementing executive pay strategies, developing performance metrics and performance standards, and designing and managing stock and cash based short and long-term incentives. He often develops solutions working in conjunction with both senior management and the compensation committee of the board.
Prior to joining Towers Perrin, Eric served as the Director of Executive Compensation for Merck & Co and managed the Silicon Valley (Santa Clara, CA) office of another leading consulting firm. He has a Master of Arts in Labor Relations from Michigan State University and a Bachelor of Business Administration from the University of Michigan.
Michael Melbinger
Partner
Winston & Strawn LLP
Michael Melbinger is a Partner in the Chicago office of Winston & Strawn . Mr. Melbinger heads the Employee Benefits and Executive Compensation Department. He represents companies, fiduciaries, compensation committees, boards and executives in all aspects of executive compensation and employee benefit plan matters, and related tax, and securities law and ERISA concerns; designs, drafts, and implements all types of executive compensation arrangements, including stock incentive plans, stock option plans, phantom stock plans, long-term incentive plans, and golden parachute arrangements; designs and implements all types of qualified and non-qualified retirement plans; counsels clients in mergers and acquisitions and initial public offerings involving executive compensation and ERISA-related matters; handles disputes and litigation that arise from employee benefit plan, fiduciary, or executive compensation matters and advise clients on the interplay between U.S. and non-U.S. benefits laws.
He is the author of Executive Compensation (CCH 2004) and more than fifty articles on executive and employee benefits topics. He writes a blog on CompensationStandards.com. Mr. Melbinger obtained his B.A. from the University of Notre Dame in 1980 and his Juris Doctor from the University of Illinois College of Law in 1983.
Miles W. Meyer, Ph.D.
Vice President
International & HR Operations
Kellogg Company
Mr. Meyer joined Kellogg Company in 1999 as Vice President, Global Compensation. In 2006 he was promoted to Vice President, International and HR Operations. He has global responsibility for Kellogg’s compensation, benefits, HR practices, and HRIS. Mr. Meyer began his career in 1975 with Monsanto where he held a variety of positions in Human Resources at the plant, division, and corporate levels before leaving in 1987 to join the Hay Group. After three years with the Hay Group he joined Anheuser-Busch where his final position was Director, Compensation and Incentive Plans. In 1997 he left Anheuser-Busch to become Director, Compensation and Benefits for GenCorp, which is the position he held prior to joining Kellogg. Mr. Meyer is a graduate of Michigan State University. He also has a master’s degree from Duquesne University and a Ph.D. from Washington University.
Pearl Meyer
Steven Hall & Partners
Pearl Meyer, Senior Managing Director of Steven Hall & Partners, has served for more than 30 years as advisor to Boards and senior management, here and abroad, in matters of executive and Board compensation, performance, governance, organization and selection. Mrs. Meyer co-founded Steven Hall & Partners, as well as Pearl Meyer & Partners. She is known for the creation of groundbreaking, innovative compensation strategies that translate corporate goals into managerial results and rewards.
Mrs. Meyer and her Partners are retained as outside independent counsel by the Compensation Committees of Boards of Directors in the discharge of their fiduciary responsibilities. She has played an integral role in developing many of today’s most widely used Board and executive compensation programs and arrangements. As a recognized authority on corporate governance, she also serves as expert witness in executive compensation litigation.
Mrs. Meyer is regularly quoted by major news organizations and is a frequent contributor to business periodicals. She has served as Chairman and keynote speaker for The Conference Board, the National Association of Corporate Directors, WorldatWork and the American Management Association, as well as for seminars at Harvard, Yale and other leading business schools.
A cum laude graduate with Ph.D. studies at the New York University Stern Graduate School of Business Administration, Mrs. Meyer received her initial training in executive compensation at Kraft.
John F. Olson
Partner
Gibson Dunn & Crutcher
John Olson, a 1964 honors graduate of the Harvard Law School, is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson has extensive experience in general representation of business organizations as to corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has acted as special counsel for boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations. He also has represented corporations, broker-dealer firms and individuals in defense of Securities and Exchange Commission and other governmental investigations.
In the American Bar Association (ABA), Mr. Olson is Chairman of the Business Law Section's Committee on Corporate Governance, and was recently a member of the Presidential Task Force on Corporate Responsibility appointed by the President of the ABA. Previously, he was Chairman of the ABA's Committee on Federal Regulation of Securities (1991-1995). He is a member of the Executive Council of the Securities Committee of the Federal Bar Association.
For the ABA, Mr. Olson has also chaired the Task Force on Regulation of Insider Trading, which produced a comprehensive analysis of and report on U.S. insider trading law, and he chairs the Task Force which has produced the third (2001) and fourth (2004) editions of The Corporate Director's Guidebook. He served for nine years on the Legal Advisory Committee of the New York Stock Exchange and was a member of the Legal Advisory Board of the National Association of Securities Dealers. He was a Founding Trustee of the American College of Investment Counsel. In 1987, he served on a select committee of leading securities lawyers, appointed by the chairman of the Senate Banking Committee, which drafted definitive insider trading legislation introduced in the United States Congress.
In 2004, Mr. Olson was identified by Legal Times as one of the "10 Leading Securities Attorneys" in the Washington, D.C. area. A frequent lecturer at legal and business seminars, Mr. Olson co-chairs various seminars on an annual basis. He is on the executive committee for the San Diego Securities Regulation Institute and the advisory committee for the Practicing Law Institute's Annual Securities Regulation Institute. He is the author of more than 100 articles and a member of the editorial advisory boards for a variety of securities and corporate law publications. Mr. Olson is the co-author of Director and Officer Liability: Indemnification and Insurance, published by West Publishing (revised 2002) and has edited several other books on securities law issues. Mr. Olson was the Distinguished Visiting Practitioner in Residence at Cornell Law School in Spring 2003 and is currently an adjunct professor of law at Northwestern University School of Law.
George Paulin
President
Frederic W. Cook & Co.
George Paulin has been a consultant specializing in the areas of executive and employee compensation for more than 25 years, and is nationally known as an advisor to board compensation committees and management.
He joined Frederic W. Cook & Company in 1982. He was named president of the firm in 1994, and assumed responsibility as Chief Executive Officer in 2001. He opened the firm’s Chicago office in 1983, and in 1987 he opened the office in Los Angeles where he currently resides. During the past two years, the Cook firm has served more than 45% of the current Fortune 200 companies, and over 1,400 major U.S. companies since the firm was founded as an independent organization owned by its principal consultants in 1973.
In 2004, he attended over 130 board compensation committee meetings. He was a member of the WorldatWork (formerly the American Compensation Association) faculty for more than 15 years until 2002, where he was instrumental in developing its certification courses on executive compensation. He served on the WorldatWork Executive Compensation Council from 1991 to 1997. In 2004, he was named to the Advisory Board of the National Association of Stock Plan Professionals (NASPP), and made an honorary life member of WorldatWork.
His writing and research on executive-related topics is well known. Recent published articles include "Ideas for Improving Equity Compensation," "Use and Misuse of Restricted Stock," and "Using Stock to Retain Key Employees." He has recently been a keynote speaker at sessions sponsored by the American Bar Association, Conference Board, National Association of Stock Plan Professionals, Stanford Law School Institutional Investor Forum, and Northwestern Law School Corporate Counsel Institute.
Mr. Paulin has a master’s degree from the Institute of Labor and Industrial Relations at the University of Illinois, where he has been active in alumni affairs and received their Distinguished Alumni Reward in 1990. His undergraduate degree is in economics.
Doug Stewart
Intel Corporation
Doug Stewart is a Senior Attorney, Legal and Corporate Affairs at Intel Corporation. Mr. Stewart’s responsibilities include securities, corporate governance, ethics and compliance matters.
Mr. Stewart received a B.A. from the University of Massachusetts-Amherst in 1997 and a J.D. from the Boston University School of Law in 2000. Prior to joining Intel in 2005, Mr. Stewart was an associate in the Mountain View, California office of Fenwick and West LLP.
Mark Van Clieaf
Managing Director
MVC Associates International
Mark Van Clieaf is Managing Director of MVC Associates International, based in Tampa and Toronto. A leading consultancy in integrating organization / accountability design, leadership assessment, and pay for performance linked to value for shareholders and society.
His recent research into pay for performance and executive compensation has identified a number of potential new liabilities that Board Directors face in this new post Worldcom / Disney era. Recent ground breaking research includes the fact that 60 US companies that destroyed over $ 700 billion in value over 5 years paid their named executive officers $ 12 billion in total direct compensation. See "The Myths of Executive Compensation", "New Compensation Committee Liabilities" and "Executive Accountability & Excessive Compensation: A New Test For Director Liability" at www.mvcinternational.com or www.compensationstandards.com
His over 15 years or organization consulting has identified 5 Levels of CEO Work and accountability, and 5 Levels of Corporate Governance, which form the foundation for 5 Levels of Innovation and Enterprise Sustainability. Current check the box approaches to corporate governance fails to get at the core organizational and leadership issues required to sustain value creation for shareholders and society. See "The New DNA of Corporate Governance" and "Are Boards and CEOs accountable for the Right Level of Work?" at www.mvcinternational.com
The Failure of having Boards and CEOs accountable at the right Level of Work risks the loss of shareholder capital. Over 50 % of the top 1800 public companies in North America have failed to return a profit greater than their cost of capital over 5 years, Boards / CEO's operating at to low a Level of Work also results in failure to take into account the broader environmental and societal level risks that impact longer term shareholder value and the broader business ecosystem.
Mark is a guest Lecturer on Corporate Governance (organization, leadership and pay for performance design) at the Ivey School of Business.
He is a frequent speaker on organization design, CEO Accountability, executive Pay for Performance, and succession planning, all linked to shareholder value.
He was a Commissioner for the National Association of Corporate Directors, Blue Ribbon Commission on CEO Succession Planning, in Washington DC. He was a Founding Member, Executive Selection Research Advisory Board, Center for Creative Leadership, Greensboro NC and was Special Guest Editor, Human Resource Planning, for the Human Resource Planning Society, based in New York, NY. He is also past President of the The Strategic Leadership Forum.
He is currently a member of the National Association of Corporate Directors and the International Corporate Governance Network.
Previously he was with Price Waterhouse in their Business Strategy and Executive Search Consulting Practices, working across 4 continents. Including playing a role in setting up the Ontario Teachers Pension Plan Board and recruiting its first CEO in 1990.
His early career was in the advertising, direct marketing, graphic design industries. He holds an undergraduate degree in economics and business and a post graduate diploma in international business.
He can be reached at mark@mvcinternational.com
Jane Zeis
McDonald’s Corporation
Ms. Zeis joined McDonald’s Corporation in 2006 as Director – Global Compensation. She has responsibility for McDonald’s broadbased compensation programs and policies on a global basis. Her work includes overseeing and consulting in the design or modification of all compensation programs, recognition and reward programs and the expatriate policies at McDonald’s.
Prior to joining McDonald’s, Ms. Zeis spent 13 years in the Compensation Consulting Groups at Deloitte Consulting and Arthur Andersen LLP. Ms. Zeis received a B.S. in Actuarial Science from Butler University in 1991.