Please click here to review all panelist biographies ... - RR Donnelley

AMY BILBIJA
Firm: MacKenzie Partners
Title: Senior Vice President
Address: Palo Alto, CA
Phone: (650) 798-5206 / (212) 929-5802
Fax: (212) 929-0308
Email: abilbija@mackenziepartners.com
PROFILE:
Amy Bilbija is a Senior Vice President at MacKenzie Partners, a leading full-service proxy
solicitation, investor relations and corporate governance consulting firm. MacKenzie Partners
specializes in mergers and acquisitions and contested situations, as well as complex corporate
governance matters, with offices in New York City, California, and London. Amy is primarily
responsible for all West Coast operations from the firm’s Palo Alto office and focuses on proxy
contests, mergers and acquisitions, and corporate governance consulting, including assisting
clients with designing and drafting equity compensation plans consistent with institutional investor
and advisory firm policies. Prior to joining MacKenzie eight years ago, she was Senior Counsel
at the New York Stock Exchange where she provided legal and corporate governance advisory
services to both the domestic and international listings departments.
EDUCATION:
Ms. Bilbija has a J.D. from New York Law School and an M.B.A., M.S. and B.A. from the
University of Miami.

MARK A. BORGES
Firm: Compensia, Inc.
Title: Principal
Address: 770 Tamalpais Drive, Suite 207
Corte Madera, California 94925
Phone: (415) 462-2995
Fax: (415) 462-8935
Email: mborges@compensia.com
PROFILE:
Mark A. Borges is a Principal with Compensia, Inc., a management consulting firm providing
executive compensation advisory services to compensation committees and senior management
of knowledge-based companies. From April 2003 until September 2007, he was a principal for
Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was
a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United
States Securities and Exchange Commission. Before that, he was General Counsel for
ShareData, Inc. Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper)
from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987.
From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United
States Court of Claims in Washington, DC.
Mr. Borges is the author of SEC Executive Compensation Disclosure Rules, first published in
June 2008 by the American Bar Association, and a co-author of the Lynn, Borges & Romanek
Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct
Professor at the Georgetown University Law Center, teaching a course of the securities law
aspects of executive compensation.
A California native, Mr. Borges graduated from Humboldt State University in 1976. He received
his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University
in 1981. He is a member of the American Bar Association.

ERIC BRIELMANN
Firm: Joele Frank, Wilkinson Brimmer Katcher
Title: Partner
Address: 622 Third Avenue, 36th Floor
New York, NY 10017
Phone: (212) 895-8647
Email:
ebrielmann@joelefrank.com
PROFILE:
Eric Brielmann provides strategic communications advice and media relations support to clients
involved in special situations, including M&A transactions, complex litigation, management changes,
shareholder activism, regulatory investigations, and earnings restatements.
Mr. Brielmann has represented a number of companies involved in unsolicited transactions and proxy
contests, including: Microsoft (unsolicited acquisition proposal for Yahoo!); Electronic Arts (unsolicited
acquisition proposal for Take-Two); United Technologies (unsolicited acquisition proposal for Diebold);
PeopleSoft (defense against Oracle’s hostile takeover); Public Storage (unsolicited acquisition of
Shurgard Storage Centers); Express Scripts (unsolicited offer to acquire Caremark); Longview Fibre
(unsolicited acquisition by Obsidian Finance/Campbell Group); Computer Horizons (defense against
dissident shareholder); Atlantic Coast Airlines (defense against Mesa Air Group’s consent solicitation);
and Post Properties (defense against a proxy contest by the company’s founder).
Mr. Brielmann’s friendly M&A experience includes: Merck (merger with Schering-Plough); Electronic
Arts (acquisition of Playfish); SIRIUS (merger with XM); Life Technologies (merger with Applied
Biosystems); Electricité de France (EDF) (investment in Constellation Energy Nuclear Group); Cisco
(acquisition of Scientific-Atlanta); Basic Element, a multi-billion dollar Russian diversified holding
company (strategic investment in Magna International); Saucony (acquisition by Stride Rite); Catterton
Partners with its sale of Frédéric Fekkai to Proctor & Gamble; Ceridian (acquisition by THL
Partners/FNF); and Houston Exploration (acquisition by Forest Oil).
Mr. Brielmann also advises clients on communications issues regarding litigation and crisis situations,
including: Spectranetics (investigation by the FDA and ICE); ADVO (legal defense against Valassis);
and Ceridian (legal defense against a dissident shareholder). Mr. Brielmann also served as a media
advisor and spokesman for NTP, an intellectual property firm that successfully litigated its claims
against BlackBerry-maker Research In Motion resulting in a $612.5 million settlement.
Previously, Mr. Brielmann worked for Vice President Al Gore’s 2000 presidential campaign, first
as Executive Assistant to the General Chairman and later for the vice presidential candidate, and
spent a month in Florida participating in the 2000 election recount.
Mr. Brielmann has provided pro bono public relations counsel to the Hetrick-Martin Institute,
home of the Harvey Milk High School, when HMI was preparing to launch its new, publicly-funded
New York City high school. Mr. Brielmann received a B.A. from the University at Albany and an
MSc from the London School of Economics.

SCOTT M. DAVIES
Firm: Illumina, Inc.
Title: Senior Securities and Corporate Transactions Counsel
Address: 9885 Towne Centre Drive
San Diego, CA 92121
Phone: (858) 882-6813
Fax: (858) 202-4599
Email: sdavies@illumina.com
PROFILE:
Scott Davies is Senior Securities and Corporate Transactions Counsel for Illumina, Inc. He has
nearly 15 years of experience managing securities, capital markets, and M&A transactions and
advising senior management and boards of directors on strategic matters, SEC disclosures, and
corporate governance. Prior to Illumina, Mr. Davies was Of Counsel with Gibson, Dunn &
Crutcher LLP, having worked for 10 years in Gibson Dunn’s Los Angeles, Denver, and London
offices. Mr. Davies also worked for two years in London with Allen & Overy LLP.
EDUCATION:
J.D., Cornell University (1997)
B.A., Brigham Young University (1994)
BAR QUALIFICATIONS:
New York
California
Colorado

JOSHUA S. FORGIONE
Firm: Ernst & Young LLP
Title: Partner, Assurance Services
Address: 1101 New York Avenue, N.W
Washington, DC 20005
Phone: (202) 327-6073
Fax: (866) 365-5320
Email: josh.forgione@ey.com
PROFILE:
Josh Forgione is a partner in Ernst & Young’s US Professional Practice Department and is based
in Washington, DC. Josh joined Ernst & Young after serving over 6 years on the staff of the
Securities and Exchange Commission (SEC). Josh consults regularly with the SEC staff to
resolve issues involving financial accounting and disclosure matters and the interpretation and
application of SEC rules and regulations.
Prior to being admitted as a partner to Ernst & Young, Josh served as an Associate Chief
Accountant in the SEC’s Office of the Chief Accountant. Here, Josh served as a subject matter
specialist for accounting matters in the areas of business combinations, consolidations, debt and
equity, leasing and revenue recognition and the consideration of the materiality of financial
statement errors. These responsibilities included following the activities of various professional
accounting standard setting bodies both within the United States and internationally,
consultations with registrants on accounting and reporting matters, and participation in the
development of the Commission’s and other standard setting bodies’ rule proposals.
Josh earned a Bachelors of Science degree in Accounting from George Mason University. He is
a Certified Public Accountant in Washington, DC and a member of the American Institute of
Certified Public Accountants.

DIVAKAR GUPTA
Firm: Latham & Watkins LLP
Title: Partner
Address: 12636 High Bluff Drive, Suite 400
San Diego, CA 92130
Phone: (858) 523-5433
Fax: (858) 523-5450
Email: divakar.gupta@lw.com
PROFILE:
Div Gupta is a corporate partner in Latham & Watkins' North County San Diego office. Mr.
Gupta's practice focuses on the representation of public and private emerging growth companies,
including Ambrx, Inc., ActivX Biosciences, Kyorin Pharmaceutical Co., Ltd., InterMune, Inc. and
DJO Incorporated and investment banking firms, such as Citigroup Global Markets, Jefferies &
Company, Inc., JPMorgan, Piper Jaffray & Co. and BankofAmerica Merrill Lynch. He has handled
a variety of significant business transactions, including public offerings of equity as well as
convertible and high yield debt, venture capital financings and mergers and acquisitions. Mr.
Gupta also advises a number of private companies as well as public companies on securities and
general corporate matters.
EDUCATION:
JD, Harvard Law School, 2000
BS, Yale University, 1997
BAR QUALIFICATIONS:
California
New York

JEFF HARTLIN
Firm:
Title:
Address:
Paul, Hastings, Janofsky & Walker LLP
Partner, Corporate Department
4747 Executive Drive, 12th Floor
San Diego, CA 92121
Phone: (858) 458-3022
Email:
jeffhartlin@paulhastings.com
PROFILE:
Jeff Hartlin is a partner in the Corporate practice of Paul Hastings and a member of the firm’s
Securities & Capital Markets and Mergers & Acquisitions practice groups. He is resident in the
firm’s San Diego and Palo Alto offices.
Mr. Hartlin concentrates his practice in securities, M&A and corporate law and has represented
public and private companies in the biotechnology, semiconductor, software and financial
industries. His experience in all aspects of the capital formation process includes representing
issuers, underwriters, venture capital firms and placement agents in private placements, PIPEs,
debt financings, Rule 144A transactions, reverse mergers, Regulation S offerings and primary
and secondary registered public offerings, including IPOs, registered directs, at-the-market
offerings and rights offerings. Mr. Hartlin represents Nasdaq, NYSE, NYSE Amex and OTCtraded
companies with their periodic reporting requirements and listing qualification issues. He
regularly advises boards of directors and management of public and private companies regarding
corporate governance issues, including the Sarbanes-Oxley Act and the Dodd-Frank Act.
In addition, Mr. Hartlin frequently represents buyers, sellers and strategic partners in M&A and
joint venture transactions. He has a particular expertise in public-to-public acquisitions and in
defending companies against hostile takeovers. Most recently, Mr. Hartlin represented Samsung
in the proposed $1.375 billion sale of its hard disk drive division to Seagate Technology
announced last month.
Mr. Hartlin received a J.D. from the University of Virginia School of Law in 2001, where he was
editor-in-chief of the Virginia Tax Review. He is a member of the California State Bar Association
and the committee on federal regulation of securities of the American Bar Association. Mr. Hartlin
also serves as a member of the Board of Directors of the National Kidney Foundation, Northern
California.

JASON L. KENT
Firm: Cooley LLP
Title: Partner
Address: 4401 Eastgate Mall
San Diego, CA 92121
Phone: (858) 550-6044
Fax: (858) 550-6420
Email: jkent@cooley.com
PROFILE:
Jason L. Kent is a partner in the Emerging Companies and Securities Regulation practice groups
and a member of the Cooley Business department. He joined the Firm in June 2000 and is
resident in the San Diego office. The Firm's San Diego office was recently named the #1 firm in
San Diego as ranked by area corporate board members, according to Corporate Board Member
magazine.
Mr. Kent represents private and public companies in a wide range of corporate and securities
matters, including private financings, public offerings, mergers and acquisitions, tender offers,
joint ventures, corporate governance matters, and employment and compensation arrangements.
He also advises venture capital and private equity funds in connection with financings and other
transactions. Mr. Kent is counsel to companies in diverse industries, including biotechnology,
medical device, wireless, semiconductor, retail, software and internet. His clients range from
start-ups to public companies with hundreds of millions of dollars in annual revenues.
Mr. Kent received a J.D. (Order of the Coif), from Stanford Law School in 1998. He completed a
B.A., summa cum laude, in Economics and Accounting from Claremont McKenna College in
1995.
Mr. Kent is a member of the State Bar of California, the American Bar Association and the San
Diego County Bar Association.
EDUCATION:
Stanford Law School
JD, 1998, Order of the Coif
Claremont McKenna College
BA Economics and Accounting, 1995, summa cum laude
BAR QUALIFICATIONS:
California

DANIEL G. KLEEBURG
Firm: Ernst & Young LLP
Title: Partner, Assurance and Advisory Business Services
Address: 4370 La Jolla Village Drive, Suite 500
San Diego, CA 92122
Phone: (858) 535-7200
Fax: (866) 365-5104
Email: daniel.kleeburg@ey.com
PROFILE:
Dan is an assurance partner in the San Diego Office with 25 years of experience serving high
growth public and venture backed clients in the life sciences, medical device and technology
industries. Dan serves as the coordinating partner on Isis, Optimer, Orexigen and Trius. He has
also served as coordinating partner on the following companies: Amylin, Dexcom, Illumina and
Verenium.
In addition to his experience coordinating audits, Dan has extensive experience assisting his
clients in acquisitions, public stock offerings, debt registrations, and a variety of other ’33 Act
filings and numerous ’34 Act filings.
Dan received a B.A. in Business Economics from the University of California at Santa Barbara in
1986. He is a Certified Public Accountant and a member of the American Institute of Certified
Public Accountants and the California Society of Certified Public Accountants.
Throughout his career, Dan has been an active member in various industry groups within San
Diego, including Connect and Biocom. He is currently a member of the Executive Committee of
Biocom’s Board of Directors. He has been a member of EY’s Global Life Sciences Council and is
on EY’s National Engagement Workload and Quality Task Force.

CHRISTY LILLQUIST
Firm:
Title:
Visa
Senior Governance Counsel and Assistant Secretary
Phone: (650) 432-8688
Email:
clillqui@visa.com
PROFILE:
Christy Lillquist is Senior Governance Counsel and Assistant Secretary at Visa where she
advises on corporate governance matters, including the proxy statement for the annual meeting.
Prior to joining Visa, Ms. Lillquist worked as Director, Corporate Affairs at NVIDIA Corporation
where she was responsible for variety of corporate matters including corporate governance,
disclosure and securities issues, and equity compensation issues. Ms. Lillquist formerly practiced
as a senior corporate associate at Pillsbury Winthrop Shaw Pitman. She received her law degree
from the University of Virginia and her bachelor’s degree from the College of William and Mary.

BRIAN P. LYNCH
Firm:
Title:
Address:
Callaway Golf Company
Vice President and Corporate Secretary
2180 Rutherford Road
Carlsbad, CA 92008-7328
Phone: (760) 804-4056
Email: brianl@callawaygolf.com
PROFILE:
Brian Lynch is the Vice President and Corporate Secretary for Callaway Golf Company in
Carlsbad, CA. He has over 20 years of experience in legal, strategic, operational, and
administrative functions of private and public business entities. At Callaway Golf, Mr. Lynch
advises the Board of Directors and senior management on strategic matters, acquisitions and
other corporate transactions, corporate governance, securities law and administration, investor
relations, and executive compensation matters, He is a member of the California, New Jersey,
Pennsylvania, and Texas bars.

DOUG REGNIER
Firm: Ernst & Young
Title: Assurance Partner
Address: 4370 La Jolla Village Drive, Suite 500
San Diego, CA 92122
Phone: (858) 535-7210
eFax: (866) 355-1224
Email: douglas.regnier@ey.com
PROFILE:
Career Highlights
Doug Regnier has 27 years of experience in public accounting. He is the Clean Technology
leader for the San Diego market. Doug was previously the Strategic Growth Markets Leader for
the Gulf Coast Area and the Venture Capital Advisory Group Leader for the Southwest Area. He
has extensive experience serving a wide range of size of companies in the biotechnology,
technology, cleantech, distribution, manufacturing, and service industries. He has extensive SEC
experience and experience working with rapidly growing, multi-national companies, including
initial and secondary public offerings.
Experience
• Biotech and Life Sciences experience includes coordinating partner for Alphatech Spine,
Anadys, CareFusion, and Illumina.
• Significant experience with multi-national clients such as CareFusion (a $4 billion medical
device company) SYSCO (a $23 billion food distribution company), Integrated Electrical
Services (a $1.5 billion electrical contracting company), Metamore Worldwide (a $1.5
billion temporary services company), DJO Incorporated (a $1 billion medical device
manufacturing and distribution company)
• Significant experience related to SEC filings and registrations, including initial public
offerings, secondary offerings, and debt offerings.
• In depth experience with complex accounting and auditing matters such as revenue
recognition, income tax accounting, equity transactions, and whistleblower allegations.
• Experience working directly with clients and the SEC on the resolution and formulation of
responses to SEC Comment Letters and other technical matters.
• Experience with Sarbanes-Oxley Section 404, complex control environments and varying
degrees of operating effectiveness of controls.
• Extensive mergers and acquisitions experience, working with clients on over 100
transactions.
Significant Additional Client Experience
Administaff, COMSYS IT Partners, Natural Resource Partners, Neurocrine, and Vical
EDUCATION:
University of Kansas, BS of Business Administration and Accounting (1984)

SUJAL SHAH
Firm: Citigroup Inc.
Title: Director, Health Care Investment Banking
Address: One Sansome Street
San Francisco, CA 94104
Phone: (415) 627-6007
Fax: (415) 494-2678
Email: sujal.shah@citi.com
PROFILE:
Sujal Shah is a Director in the Health Care Investment Banking group at Citi. Based in San
Francisco, Sujal covers the biotech sector for Citi focusing on raising capital and M&A advisory,
primarily for private and public emerging growth biotech companies. Select recent transactions
include advising Corthera on the company’s sale to Novartis for $620mm, advising Skilled
Healthcare on the company’s sale to Onex for $745mm, and executing IPO offerings for Trius
Therapeutics, Anacor Pharmaceuticals, Skilled Healthcare and Warner Chilcott.
EDUCATION:
MBA, Carnegie Mellon’s Tepper School of Business, 2004
MS, Biomedical Engineering, Northwestern University, 1997
BS, Biomedical Engineering, Northwestern University, 1995

NATHANIEL B. SISITSKY
Firm:
Title:
Address:
CareFusion Corporation
Vice President and Associate General Counsel, Corporate Governance & Securities
3750 Torrey View Ct.
San Diego, CA 92130
Email:
nathaniel.sisitsky@carefusion.com
PROFILE:
Nathaniel Sisitsky is Vice President and Associate General Counsel, Corporate Governance &
Securities, for CareFusion Corporation (NYSE: CFN). Nate joined CareFusion in April 2009 to
assist with CareFusion’s spinoff from Cardinal Health and to establish the company’s corporate
governance and securities practice. In this role, Nate oversees CareFusion’s legal efforts related
to SEC and NYSE reporting and compliance, investor relations, corporate governance, and
corporate finance/treasury activities.
Prior to joining CareFusion, Nate served as Vice President, Legal – Corporate Finance, for
American Tower Corporation (NYSE: AMT), a leading owner and operator of communications
sites for the wireless and broadcast industries based in Boston, MA. Prior to joining American
Tower in August 2004, Nate was a Junior Partner in the Corporate Department of Wilmer Cutler
Pickering Hale and Dorr (WilmerHale), based in Boston, MA. Nate is a graduate of Emory
University and received his J.D. from New York University School of Law.
About CareFusion Corporation
CareFusion (NYSE: CFN) is a global corporation serving the health care industry with products
and services that help hospitals measurably improve patient care. The company develops
market-leading technologies including Alaris® infusion pumps, Pyxis® automated dispensing and
patient identification systems, AirLife, AVEA® and LTV® series of ventilators and respiratory
products, ChloraPrep® skin prep products, MedMined services for infection surveillance, V.
Mueller® and Snowden-Pencer® surgical instruments and NeuroCare diagnostic products.
CareFusion employs more than 14,000 people across its global operations.

SCOTT T. SMITH
Firm: Wedbush Securities Inc. | Wedbush PacGrow Life Sciences
Title: Managing Director, Investment Banking
Address: One Bush Street, Suite 1700
San Francisco, CA 94104
Phone: (415) 274-6829
Fax: (415) 274-6849
Email: Scott.Smith@wedbush.com
PROFILE:
Scott T. Smith is a Managing Director in the Life Science Investment Banking group at Wedbush
Securities and is also Head of Life Science M&A. During his career, he has led numerous
transactions for life science companies including equity, debt and convertible bond financings,
and sell-side, buy-side and defense advisory assignments. Prior to joining Wedbush, Scott was a
Director in the Global Healthcare Investment Banking Group at Merrill Lynch, where he began his
career in 1995, and also worked in sales, marketing and strategy roles for startup and Fortune
500 companies. Scott received his MBA from the Stanford University Graduate School of
Business and graduated magna cum laude with a BA in Physics and Economics/Accounting from
Claremont McKenna College.

DARLA C. STUCKEY
Firm: Society of Corporate Secretaries and Governance Professionals
Title: Senior Vice President – Policy & Advocacy
Address: 521 Fifth Avenue
New York, NY 10075
Phone: (212) 681-2004
Email:
dstuckey@governanceprofessionals.org
PROFILE:
Ms. 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 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.
Prior to joining the Society, she was the Assistant Secretary at American Express Company. She
also served as the Senior Assistant Secretary supporting the American Express Company Board
and its Nominating and Governance and Public Responsibility Committees. 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). Ms. Stuckey began her
career at Weil, Gotshal & Manges, where she practiced in the Business and Securities Litigation
Department for 10 years.
Ms. Stuckey has an BS from Oklahoma Christian College, an MA from University of Oklahoma
and a JD from Brooklyn Law School and was a past director of the Society of Corporate
Secretaries.

JEFFREY C. THACKER
Firm: DLA Piper LLP
Title: Partner
Address: 4365 Executive Drive, Suite 1100
San Diego, CA 92121-2133
Phone: (858) 638-6728
Fax: (858) 638-5128
Email: jeff.thacker@dlapiper.com
PROFILE:
Jeff is a partner in DLA's Corporate and Finance group, focusing his practice on the
representation of public companies, public offerings, private placements, venture capital
financings, mergers and acquisitions and restructurings.
Public Company Representation:
• Adventrix Pharmaceuticals, Inc.
• CareFusion Corporation
• GenMark Diagnostics, Inc.
• Jack in the Box, Inc.
• Pan American Goldfields Ltd.
• P.F. Chang's China Bistro, Inc.
• REVA Medical, Inc.
• Lpath, Inc.
Public Offerings:
• Representing The Active Networks, Inc. in its proposed IPO (2011)
• Represented REVA Medical, Inc. in its IPO and corporate restructuring (2010)
• Represented GenMark Diagnostics, Inc. in its IPO (2010)
• Represented SAIC, Inc. in its $1.1 billion IPO and corporate restructuring (2006)
• Represented Artes Medical, Inc. in its IPO (2006)
• Represented DTS, Inc. in its IPO (2003)
• Represented Endocare, Inc. in its secondary public offering (2001)
• Represented Websense, Inc. in its IPO (2000)
• Represented the underwriters in the IPO of Charlotte Russe (1999)
• Represented the underwriters in the IPO of HealthCentral.com (1999)
• Represented Rubio’s Restaurants, Inc. in its IPO (1999)
• Represented Rhythms NetConnections, Inc. in its IPO (1999)
• Represented Corsair Communications, Inc. in its IPO (1997)
M&A and Restructuring Transactions:
• Represented Rubio's Restaurants, Inc. in its going private transaction (2010)
• Represented CareFusion Corporation in its spin-out from Cardinal Health (2009)
• Represented Life Technologies its $450 million sale of its mass spectrometry business to
Danaher Corporation (2009)
• Represented Tapestry Solutions, Inc. in its $180 million acquisition by Boeing (2008)
• Represented Staccato Communications, Inc. in its acquisition of Artimi, Inc. (2008)
• Represented Nuvasive, Inc. in its $200 million Rule 144A offering (2008)
• Represented Princeton Softech, Inc. in its $270 million acquisition by IBM (2007)
• Represented REMEC, Inc. in its $260 million acquisition by Chelton Microwave (2005)
• Represented PowerQuest Corporation in its $150 million acquisition by Symantec (2003)
• Represented Corsair Communications, Inc. in its $250 million acquisition by LightBridge

AMY MUECKE WOOD
Firm: Cooley LLP
Title: Associate
Address: 4401 Eastgate Mall
San Diego CA 92121
Phone: (858) 550-6058
Fax: (858) 550-6420
Email: awood@cooley.com
PROFILE:
Amy Muecke Wood is an associate in the Compensation & Benefits practice group and a member
of the Cooley Business department. She joined the Firm in 2003 and is resident in the San Diego
office.
Ms. Wood specializes in the areas of executive compensation, equity compensation and
employee benefits. Her experience includes designing and implementing equity incentive plans
and employment, severance and other compensation-related arrangements for both private and
public companies, as well as advising clients on any tax, accounting, securities, or other federal
and state law issues with respect to such plans and arrangements. Her experience also includes
assisting with the parachute payment analysis and other compensation and benefits issues
arising in mergers and acquisitions as well as designing and implementing stock option exchange
programs.
Ms. Wood also assists public companies with their compensation-related disclosure in SEC filings
and consults on the shareholder relations issues that arise in connection with compensation
matters. She has counseled public companies on a wide range of corporate governance issues,
including the issues that arise in contested director elections. She has extensive experience
counseling public companies on the proxy voting guidelines of specific institutional investors and
the vote recommendation policies of proxy advisory firms such as Institutional Shareholder
Services (ISS) and Glass Lewis, as well as the Governance Risk Indicators, or GRId scores, that
are issued by ISS.
EDUCATION:
University of San Diego School of Law
JD, 2003, cum laude
University of California, Los Angeles
BA, 2000, cum laude
BAR QUALIFICATIONS:
California