Corporate Governance

2019 Proxy Season and Beyond – Hot Topics and Developments in Corporate Governance, Executive Compensation, and Stockholder Activism

Jones Day
500 Grant Street, Suite 4500
Pittsburgh, PA 15219

Cohosted by Jones Day, the National Association of Corporate Directors—Three Rivers Chapter, and the National Association of Stock Plan Professionals

8:30 a.m. – 9:00 a.m. Breakfast and Networking
9:00 a.m. – 11:00 a.m. CLE Program

Program is complimentary.

This seminar will explore the effect that the continued rise in stockholder and proxy advisor activism has had on a range of corporate governance, securities, and executive compensation matters during the 2019 proxy season—and how it will impact public companies in the 2020 season. The speakers will review these developments, the related regulatory and disclosure implications, the role of stockholder activism in challenging corporate control, and the related effects on reshaping public companies' compliance and corporate governance programs and public disclosures.

Amy I. Pandit, Partner, Banking, Finance & Securities Practice (Pittsburgh)

Amy represents publicly traded corporations and counsels clients on corporate governance; executive compensation; and federal securities laws, stock exchange, Sarbanes-Oxley Act, and Dodd-Frank Act compliance matters. She recommends courses of action for companies navigating the increasingly complex regulatory environment, designs and develops executive compensation and other incentive programs for publicly traded companies, and advises on the legal implications and potential public implications of those programs as well as on shareholder engagement and proposal matters.

David A. Grubman, Partner, Mergers & Acquisitions Practice (Pittsburgh)

For more than 20 years, Dave has represented Fortune 500 companies and private equity funds in their most significant and strategic transactions and has also advised management and boards of directors in connection with activist shareholders. Dave's practice encompasses a wide range of corporate transactions involving public and private acquisitions, divestitures, joint ventures, and recapitalizations. He leads the M&A Practice in the Pittsburgh Office.

Kathryn Cohen, Associate Director, Head of the Research Help Desk, Institutional Shareholder Services

Kathy's responsibilities include developing policies, maintaining the proxy voting guidelines and other policy-related documents, answering the policy and research-related questions of institutional clients and corporate issuers, and coordinating engagements between the research team and outside constituents. She also oversees the draft review process for U.S. and Canadian issuers. Kathy has worked at ISS since 1999, with prior stints in market analysis and as the manager of strategic partnerships.

Jessica C. McDougall, Vice President, Investment Stewardship, BlackRock

Jessica is a member of the BlackRock Investment Stewardship team based in New York City. Her work includes engagement with executives and directors of public companies in which BlackRock is invested on behalf of its clients. These conversations encompass such topics as corporate strategy, governance, environmental and social risk, M&A, and activism. Specifically, Jessica serves as the lead analyst for U.S. and Canadian companies within the industrials and materials sectors. In addition to engagement, Jessica votes on behalf of BlackRock's clients at these companies' annual and special meetings.

Steve Pakela, Managing Partner, Pay Governance

Steve advises clients in such areas as compensation strategy development, incentive plan design (both short- and long-term), executive severance, and all forms of competitive compensation review. He also advises on director compensation and corporate governance issues. Steve has extensive experience functioning as an advisor to client compensation committees. He works with a broad range of companies representing such industries as manufacturing, mining, financial services, consumer products, technology, higher education, and health care. Steve is a certified public accountant and a member of both the American and Pennsylvania Institutes of Certified Public Accountants.


To reserve a space, fill out the registration form.


This program has been approved for 2.00 hours of general credit by the Pennsylvania CLE Board. This program has also been approved for 2.00 hours of general credit by the State Bar of California and 2.00 hours of areas of professional practice credit (including transitional credit) by the New York State CLE Board. Jones Day is a Pennsylvania CLE Board accredited provider, a State Bar of California MCLE approved provider, and an accredited provider in New York. Application for CLE credit in other states will be made as needed.

This program qualifies for 2.00 hours of Certified Equity Professional (CEP) credit, issued by the National Association of Stock Plan Professionals (NASPP).


Please contact Molly Henry at with questions.