Davis Polk & Wardwell LLP

2016 Proxy Season and Beyond

Presented by Kyoko Takahashi Lin Jean M. McLoughlin

November 15, 2016

Agenda

1

Part One: 2016 Proxy Season Analysis Say on Pay Equity Plans Shareholder Proposals Impact of Shareholder Activism on

Compensation Design Executive Compensation Litigation

Part Two: Looking Ahead to 2017 and Beyond Say on Frequency ISS Policy Changes Dodd-Frank Exec Comp Rulemaking Preparing for the Pay Ratio Disclosure Pay versus Performance Hedging Disclosure Clawback for Listed Companies Financial Institutions Incentive

Compensation Rule Director Compensation Litigation

Part One: 2016 Proxy Season Analysis

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Say on Pay VOTING RESULTS

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1,972 Say on Pay votes held in 2016 1.6% of Russell 3000 companies that have held votes in 2016 have failed Say on Pay

(31 companies) 76% of Russell 3000 companies that have held votes in 2016 have received a “for” vote

of 90% or greater Average vote result to date in 2016 is 91%

As of October 10, 2016. Semler Brossy 2016 Say on Pay Results, October 12, 2016

72 73 76 75 76 76

21 19 15 17 16 17

6 6 6 6 6 6 1.4 2.6 2.5 2.4 2.8 1.6

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2011 2012 2013 2014 2015 2016

Say on Pay Vote Results (2011-2016) Percent ApprovalBelow 50%

Percent Approval50-70%

Percent Approval70-90%

Percent Approval90%+

Say on Pay VOTING RESULTS (CONT.)

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Fewer Say on Pay failed votes in 2016

Semler Brossy 2016 Say on Pay Results, October 12, 2016

33

51 48 53 50

31

4

6 9 7 11

0

10

20

30

40

50

60

70

2011 2012 2013 2014 2015 2016

Num

ber o

f Fai

lure

s

Failed Say on Pay Votes (2011-2016) Failures After October 10

Failures Before October 10

Say on Pay TRENDS

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Failure rates (less than 50% “for” vote) have stayed relatively constant since 2011, ranging from 1.4% to 2.8% for Russell 3000 companies

Low failure rates reflect, in part, shareholder/company dialogue encouraged by Say on Pay

Only 6% of companies have experienced a failed vote and only 2% of companies (of those that conduct annual Say on Pay votes) have experienced more than one failed vote

ISS, 2016: Proxy Season Review - Compensation, September 22, 2016

Say on Pay LINKING PAY TO PERFORMANCE

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Linking pay to performance: If performance is weak, a company may be vulnerable to fail its Say on Pay vote,

because shareholders may perceive a pay-for-performance disconnect 24 of the 31 companies that have failed their Say on Pay vote this year reported a

negative one-year TSR. This trend has been consistent over the past several years Although companies are increasingly using measures in addition to TSR, TSR metrics are

favored by proxy advisory firms and some shareholders TSR is the most common metric used in long-term equity compensation plans for large

U.S. companies

When a company’s TSR is weak, the CD&A should explain how the plan’s metrics work to produce the final pay outcome Unique challenge may arise when there is a quantitative disconnect between TSR

and CEO compensation Oil and gas companies challenged in 2016

Compensation Standards, Proxy Season Post-Mortem: The Latest Compensation Disclosures, June 14, 2016; and

Willis Towers Watson, Three trends to be aware of in the 2016 proxy season, June 16, 2016.

Say on Pay CORPORATE PERFORMANCE

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Semler Brossy 2016 Say on Pay Results, July 27, 2016

-81

-66 -65 -64

-52 -45 -43

-34 -33 -33 -31 -31 -28 -24 -24 -21 -21 -19 -18 -16 -16 -14

-5 -2

0 1 8 8

24 31

58

-100%

-80%

-60%

-40%

-20%

0%

20%

40%

60%

2015 TSR for Companies that Failed 2016 Say on Pay (Percentage)

Say on Pay CORPORATE PERFORMANCE (CONT.)

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Linkage between Say on Pay and TSR: While there is often a close correlation between TSR and failing Say on Pay, TSR is not determinative. 6 companies in 2016 had positive 1-year TSR, yet still failed Say on Pay Strong financial performance does not always overcome concerns over corporate

governance

Other reasons companies fail Say on Pay Concerns over pay for performance practices Concerns over responsiveness to shareholders Concerns over employment agreements Historical poor performance within the last five years

Companies with misalignment between pay and performance are more likely to receive an adverse vote recommendation from ISS ISS has given (over the last 5 years) adverse vote recommendation to 51% of

companies where there was a “high” quantitative pay for performance concern vs. 3% of companies where there was “low” quantitative pay for performance concern

Say on Pay ISS RECOMMENDATIONS

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ISS, 2016: Proxy Season Review - Compensation, September 22, 2016

97%

3%

Low Concern Medium Concern High Concern For Against

78%

22%

49%

51%

Say on Pay ISS RECOMMENDATIONS (CONT.)

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ISS has issued “against” recommendations for 12% of the companies it evaluated in 2016

Shareholder support was 28% lower for companies with an ISS “against” recommendation

Semler Brossy 2016 Say on Pay Results, June 15, 2016 4

94%

66%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Avg Vote, ISS For Avg Vote, ISS Against

Impact of ISS Recommendations on Vote Results 201120122013201420152016

Say on Pay STRATEGIES

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Recognize that one year’s vote results may have no impact on next A strong showing of positive support in one year may have little effect on the results

for the following year But ignoring negative votes may cause recommendations against your directors

Understand proxy advisory firm policies Compensation committees should make decisions in the best interest of the

company and its shareholders, but staying knowledgeable about the policies will help avoid surprises Review reports for “warnings” about practices even if overall recommendation is

positive Recognize potential impact of negative recommendation and develop action plan if

possible

Say on Pay STRATEGIES (CONT.)

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Understand voting policies of top shareholders Many major shareholders follow their own guidelines Proxy solicitors can help identify top holders, their policies and how they use

advisory firm reports

Engage with proxy advisory firms in off-season Generally will not talk to companies during proxy season

Engage with shareholders in off-season Begin reaching out to top shareholders in the “off-season” even if company did not

have any issues Off-season engagement is ideal: Focus during off-season should be on governance overall, not just compensation Regular-course meetings will make it easier to reach out to those shareholders when

needed during the pressures of proxy season

Equity Plan Proposals

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Equity plan proposals garner overwhelming support Average shareholder support in 2016 = 88%

Failure rate is low. Only 9 out of 920 equity plans proposals failed to receive majority support in 2016

ISS supported 68% of equity plan proposals For the second year ISS evaluated plans under the ESPC model. The three main

factors considered under the ESPC model: Plan cost Plan features Grant practices

Note that ISS considers certain “egregious” factors (i.e., repricing, cash buyout, liberal change in control vesting risk) as overriding

ISS, 2016: Proxy Season Review - Compensation, September 22, 2016

Shareholder Proposals

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No compensation related shareholder proposals passed in 2016 57 proposals on compensation related issues: Establishing dividend policy Submission of severance/change in control agreement to shareholder vote Adjusting incentive metrics for share buybacks

ISS, 2016: Proxy Season Review - Compensation, September 22, 2016

80

93

69

81

57

1 0 5 4

0 0

10

20

30

40

50

60

70

80

90

100

2012 2013 2014 2015 2016

Shareholder Compensation Proposals (2012-2016)

# Proposals

Proposals Passing

Impact of Shareholder Activism on Compensation Design

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Many shareholder activists have been successful in getting board seats Using board seats for executive compensation design

Tools commonly used by shareholder activists: Front-loaded equity awards Multiyear grant of RSUs that are tied to TSR Would have significant value on a company sale at a premium

Lessons from the 2016 Proxy Season

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Shareholders are looking closely at company performance and goals and are more vocal when performance is weak Some shareholders conduct their own analysis of pay-for-performance alignment

and evaluate company performance metrics and goals Solution: Effectively disclose the rationale for pay decisions

Shareholders are focusing on longer-term performance Annual proxy disclosures focus on a single year, but institutional investors and

proxy advisers often take into account historical context Solution: Use the CD&A to provide historical context for adjustments in performance

goals or incentive payouts

Willis Towers Watson, Three trends to be aware of in the 2016 proxy season

Executive Compensation Litigation

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Earlier this year, the Delaware Court of Chancery issued a 75-page opinion granting additional books and records relating to the hiring and firing of Yahoo’s COO Henrique de Castro Mr. Castro was recruited by Yahoo’s CEO, Marissa Mayer, and fired after only 14

months. He collected close to $60 million in severance payments

The Chancery Court determined that a credible basis exists to infer that there is possible mismanagement that would warrant further investigation The compensation committee approved Mr. Castro’s compensation package in a

meeting lasting only 30 minutes Ms. Mayer made material changes to the final offer without informing the committee The committee approved the termination through email exchanges without asking

question and there was no indication that a “for cause” termination was considered The committee did not obtain severance calculations

Executive Compensation Litigation (Cont.)

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The Chancery Court’s decision initially required Yahoo! to turn over certain personal email, including those of Ms. Mayer; however, Yahoo! appealed the Court’s decision, and the parties ultimately agreed to a stipulation of dismissal in June 2016 Compensation-related litigation can be reputationally embarrassing for the

individuals involved Importance of process The Chancery Court stated that “[t]he directors’ involvement appears to have been

tangential and episodic, and they seem to have accepted Mayer’s statements uncritically. A board cannot mindlessly swallow information, particularly in the area of executive compensation.” In the hiring and firing context, ensuring that all committee members have a solid

understanding of how the compensation package is supposed to work under different scenarios is critical

Part Two: Looking Ahead to 2017 and Beyond

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Say on Frequency

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Most companies will have a Say on Pay frequency vote in 2017 Rule 14a-21(b) requires companies to hold shareholder votes on the frequency of Say

on Pay voting within six years of the previous vote Shareholders determine whether Say on Pay votes take place every one, two or three

years Public companies first voted on frequency of Say on Pay voting in their first annual

meeting after January 21, 2011

About 80% of companies in the Russell 3000 currently have annual Say on Pay voting If the Financial CHOICE Act is enacted the Say on Pay vote will only be required if

the company makes a material change to its executive compensation Per ISS’s Global Policy Survey, 66% of institutional investors favor annual Say on

Pay voting (compared to only 42% of non-investors/companies) “[T]he governance norm” – institutional investor survey respondent

ISS, 2016-2017 ISS Global Policy Survey: Summary of Results, September 29, 2016

ISS Policy Changes SAY ON PAY ANALYSIS

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Key focus of ISS (and Glass Lewis) going forward will be the rigor of performance goals (vs whether the company has a pay-for-performance program)

For 2017 proxy season (meetings after February), no major changes to the

quantitative screen; however, ISS will include information on achievement of non-TSR performance metrics relative to the companies in the ISS peer group (as compared to CEO pay) and this will be part of the qualitative analysis Companies may have up to 6 non-TSR performance metrics It is anticipated that this will be part of the quantitative screen in 2018

Dodd-Frank Exec Comp Rulemaking PREPARING FOR THE PAY RATIO DISCLOSURE

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Pay ratio disclosure final rule Registrants must comply with the final rule for the first fiscal year beginning on or

after January 1, 2017 Pay ratio disclosures will be required in 2018 proxy statements; however, many

companies have been preparing in advance The Financial CHOICE Act would repeal this disclosure rule

Companies will be required to disclose: Median of the annual total compensation of all employees, except the CEO Annual total compensation of the CEO Ratio of these two amounts

Dodd-Frank Exec Comp Rulemaking PREPARING FOR THE PAY RATIO DISCLOSURE (CONT.)

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Employees covered: All U.S. public companies, except emerging growth companies / smaller reporting

companies All employees (including part-time, temporary, seasonable and non-U.S.) Cannot gross up seasonable or part-time employee compensation Special consideration: Independent contractors

Two limited exemptions for non-U.S. employees Data-privacy Up to 5% of the non-U.S. employees Any employees excluded under the data privacy exemptions count toward the 5% All employees from a jurisdiction must be excluded if even one is excluded under the

exemption (i.e., cannot “pick and choose”) Limited cost-of living adjustments for non-U.S. employees outside of the CEO’s jurisdiction

Dodd-Frank Exec Comp Rulemaking PREPARING FOR THE PAY RATIO DISCLOSURE (CONT.)

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Identifying the median employee Once every three years unless (or earlier in limited circumstances) Flexibility in determining the “median employee” – e.g., statistical sampling,

consistently applied compensation measures Use a consistently applied compensation measure, such as wages, total annual

cash compensation, total direct compensation and payroll and tax records

Calculating the pay ratio Total compensation for the median employee must be calculated pursuant to the

Summary Compensation Table under Item 402(c) of Reg S-K Reasonable estimates are permitted (e.g., multiemployer plan benefits, non-U.S. benefits) May voluntarily include certain-otherwise excluded compensation, as long as included

consistently and for both the median employee and the CEO (e.g., health care benefits, perks < $10,000, etc.)

Additional ratios or other information may be provided

Dodd-Frank Exec Comp Rulemaking PAY VERSUS PERFORMANCE

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On April 29, 2015, the SEC proposed requiring disclosure of the relationship between executive compensation and the company’s financial performance Would not be affected by the Financial CHOICE Act

A new table, covering up to five years, that shows: Compensation “actually paid” to the CEO, and total compensation paid to the CEO

as reported in the Summary Compensation Table Average compensation “actually paid” to other named executive officers, and

average compensation paid to such officers as reported in the Summary Compensation Table Cumulative total shareholder return (TSR) of the company and its peer group

Dodd-Frank Exec Comp Rulemaking PAY VERSUS PERFORMANCE (CONT.)

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Disclosure of the relationship between executive compensation “actually paid” and company TSR; and company TSR and peer group TSR

Compensation “actually paid” for a fiscal year equals the amount reported in the “Total” column of the Summary Compensation Table for such fiscal year, as decreased and increased for equity awards and pensions

Concerns Adding yet another table to compensation disclosure One-size-fits-all approach to “actually paid” compensation and TSR as performance Five-year time period Explaining peer group TSR

Timing: unclear

Dodd-Frank Exec Comp Rulemaking HEDGING DISCLOSURE

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On February 9, 2015, the SEC proposed a rule that requires companies to disclose whether they permit any employees, officers or directors, or any of their “designees,” to purchase financial instruments or otherwise engage in transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of company equity securities: granted as part of compensation; or held by them “directly or indirectly”

Would be repealed by the Financial CHOICE Act Covered transactions: disclosure of transactions with “economic

consequences” comparable to the purchase of specified financial instruments

Dodd-Frank Exec Comp Rulemaking HEDGING DISCLOSURE (CONT.)

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Disclosure required: companies must disclose which categories of hedging transactions they permit and which categories of transactions they prohibit: Companies may indicate that they expressly permit or prohibit all hedging

transactions by employees and directors or could list the few transactions they permit or prohibit and indicate that all other transactions are prohibited or permitted

Concerns: The scope of covered transactions may as currently drafted include broad-based

indexes that have the effect of hedging the economic consequences of owning company securities Covering all employees is too broad, as most would not influence the stock price

Timing: unclear

Dodd-Frank Exec Comp Rulemaking CLAWBACK (RECOVERY POLICY) FOR LISTED COMPANIES

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On July 1, 2015, the SEC proposed a rule that directs the listing exchanges to adopt standards that would require all listed issuers to adopt and comply with a written clawback policy to recover any excess incentive-based compensation erroneously paid to any current or former executive officers because of material non-compliance by the issuer with financial reporting requirements that resulted in a restatement Under the Financial CHOICE Act would be limited to current or former

executive officers who had control or authority over the company’s financial reporting that resulted in the restatement Applies to all current and former executive officers (with reference to Section

16) who earned incentive compensation for the performance period that is required to be recovered, even if the individual only served as an officer for a limited duration

Dodd-Frank Exec Comp Rulemaking CLAWBACK (RECOVERY POLICY) FOR LISTED COMPANIES (CONT.)

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Includes any compensation that is granted, earned or vested based wholly or in part on the attainment of any financial reporting measure Financial reporting measures: defined as measures determined and presented in

accordance with accounting principles used in preparing the issuer’s financial statements, any measures derived wholly or in part from such financial information, and stock price and total shareholder return Incentive compensation need not be based solely on the attainment of a financial

reporting measure to be recoverable

Restatement triggers: restatement that is the result of revising previously issued financial statements that reflect the correction of one or more errors that are material to those financial statements

Dodd-Frank Exec Comp Rulemaking FINANCIAL INSTITUTIONS INCENTIVE COMPENSATION RULE

Six Agencies have jointly issued a proposed rule implementing Dodd-Frank Act Section 956 regarding incentive compensation paid by covered financial institutions. An earlier version of the rule was proposed in 2011

A joint rule implies that interpretations and supervisory guidance will happen

through an interagency working group

Joint FAQs may develop, as has been the practice with the Volcker Rule, which involves five Agencies (Federal Reserve, FDIC, OCC, SEC and CFTC)

Dodd-Frank requirement for the rule may be repealed by the Financial CHOICE Act

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Released 4/21/16 Released 4/26/16 Released 4/26/16 Released 4/26/16 Released 5/6/2016 Released 5/2/2016

Dodd-Frank Exec Comp Rulemaking FINANCIAL INSTITUTIONS INCENTIVE COMPENSATION RULE (CONT.)

The proposed rule prohibits, for covered persons at covered institutions, incentive compensation that encourages inappropriate risks by providing excessive compensation or that could lead to material financial loss

The proposed rule uses a 3-tiered approach with requirements increasing in stringency with the size (average total assets) of the covered institution: Level 1: ≥ $250 billion; Level 2: ≥ $50 and less than $250 billion; Level 3: ≥$1 and

less than $50 billion Level 1 and Level 2 institutions must comply with enhanced requirements as to the

structure of their incentive compensation for senior executive officers and significant risk-takers

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Dodd-Frank Exec Comp Rulemaking FINANCIAL INSTITUTIONS INCENTIVE COMPENSATION RULE (CONT.)

Existing Compensation Requirements Continue: The proposed rule does not change the application of other compensation requirements found elsewhere in federal law, including the banking regulators’ safety and soundness standards, the OCC’s heightened standards or SEC rules regarding disclosure of executive compensation. Mortgage loan originators remain separately subject to CFPB rules restricting compensation

Delayed Effectiveness Date: The proposed rule will be effective on the first day of the calendar quarter 540 days (18 months) after the final rule is published in the Federal Register. Even if the final rule were published in 2016, we estimate that the earliest the rules will apply to compensation programs is 2019

Grandfathering: The rule will not apply to any incentive compensation plan with a performance period that began before the effective date

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Director Compensation Litigation

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The 2016 proxy season saw several proposals seeking shareholder approval of director compensation limits Expectation is that there will be more such proposals in 2017

Non-employee director compensation subject to “entire fairness” standard

Review director compensation plans Fees should be competitive in order to retain and attract qualified individuals Excessive fees represent a financial cost to the company Objectivity and independence of non-employee directors

Equity grants to directors should not be performance-based Reassess whether process for setting director pay can withstand shareholder

lawsuits

ISS, 2016-2017 ISS Global Policy Survey: Summary of Results, September 29, 2016;

Glass Lewis, 2016 Proxy Season, an Overview of the Glass Lewis Approach to Proxy Advice; and Willis Towers Watson, 2016 proxy season webcast, April 14, 2016.

Kyoko Takahashi Lin PARTNER

New York Office 212 450 4706 tel 212 701 5706 fax kyoko.lin@davispolk.com

Ms. Lin is a partner in Davis Polk’s Corporate Department, practicing in the Executive Compensation Group. She advises boards, companies, compensation committees and individual executives on executive compensation, equity-based incentives, deferred compensation, severance plans and other compensatory arrangements, with particular emphasis on issues arising in mergers and acquisitions transactions, initial public offerings and new and joint ventures.

She also advises on employment and consulting arrangements, the applicability of securities and tax laws to executives and employers, the design and implementation of equity compensation plans and general employment-related matters. Ms. Lin is co-editor of the "Davis Polk Briefing: Governance" blog, which covers current topics in corporate governance, securities law and executive compensation.

In her pro bono practice, Ms. Lin has represented individuals seeking asylum in the United States and has advised not-for-profit organizations, including Grameen America and International Arts Movement.

WORK HIGHLIGHTS

M&A NBCUniversal's approximately $3.8 billion acquisition of DreamWorks Animation

Huatai Securities’ $780 million acquisition of AssetMark

MERSCORP Holdings' acquisition by Intercontinental Exchange

PartnerRe's pending acquisition by EXOR

Shire plc's acquisitions of ViroPharma, Lumena Pharmaceuticals, NPS Pharmaceuticals and Foresight Biotherapeutics

Comcast's acquisitions of Buzzfeed, Ingresso.com, FreeWheel Media, Fandango, Patriot Media Cable Systems, SportsEngine and shares of ARRIS Group

Davis Polk & Wardwell LLP

Kyoko Takahashi Lin (cont.) PARTNER

C1 Financial's acquisition by Bank of the Ozarks

Prosensa's acquisition by BioMarin Pharmaceutical

Citigroup’s sale of its subsidiary OneMain Financial to Springleaf

Bertelsmann’s combination with Pearson of their trade book publishing companies, Random House and Penguin Group

Mitsubishi UFJ Lease & Finance Company’s acquisition of Jackson Square Aviation, Engine Lease Finance and Beacon Intermodal Leasing

Morgan Stanley’s sale of its TransMontaigne and global oil merchanting businesses

Citigroup's sale of its CVCI funds business

Dalian Wanda’s acquisition of AMC Entertainment

Capital Markets Fogo de Chão IPO

Affimed IPO

Markit IPO

AC Immune IPO

Prosensa IPO

Delphi Automotive post-bankruptcy restructuring and IPO

Other Matters Citigroup’s entry into and exit from the Troubled Asset Relief Program

McGraw Hill Financial, Inc. and Standard & Poor’s Financial Services LLC in connection with lawsuits brought by the SEC, DOJ and the Attorneys General of numerous states concerning the ratings of residential mortgage-backed securities

Other clients that Ms. Lin has advised on compensation and benefits issues include ABM Industries, First BanCorp., GAIN Capital, IHS Inc., Marsh & McLennan Companies, Pattern Energy, Quicksilver Resources, Ruby Tuesday, SLM (Sallie Mae) and VF.

Kyoko Takahashi Lin (cont.) PARTNER

RECOGNITION Ms. Lin is recognized as a leading Executive Compensation lawyer:

Chambers USA – "Leading Individual," Employee Benefits and Executive Compensation, New York

OF NOTE Speaker, Annual Conference of the National Association of Stock Plan Professionals Speaker, Semi-Annual Meeting of the CHRO Board Academy Participant, Women's 100 Conference of corporate governance professionals Participant, Harvard Law School’s annual Problem Solving Workshop Program

MEMBERSHIPS Member, American Bar Association Member, New York State Bar Association Member, Asian American Bar Association of New York

PROFESSIONAL HISTORY Partner, 2006-present Associate, 1996-2006

ADMISSIONS State of New York

EDUCATION A.B., Government, Harvard College, 1993 magna cum laude

J.D., Harvard Law School, 1996

Jean M. McLoughlin PARTNER

New York Office 212 450 4416 tel 212 701 5416 fax jean.mcloughlin@davispolk.com

Ms. McLoughlin is a partner in Davis Polk’s Corporate Department, concentrating in executive compensation and employee benefits matters. She advises corporate, financial and individual clients and compensation committees on compensation disclosure issues, corporate governance and board executive compensation oversight, the implementation of management equity programs, the negotiation of executive employment arrangements, and the securities and tax implications of such arrangements.

WORK HIGHLIGHTS

M&A Advice – Notable Transactions BATS Global Markets in connection with its merger with Direct Edge, its acquisition of Hotspot FX

and proposed merger with CBOE

Noble in its proposed sale of Noble Americas Energy Solutions

Lockheed Martin’s purchase of Sikorsky from United Technology

Bio-Reference in its sale to OPKO

Roche on:

Various acquisitions, including of InterMune, Genentech, Ventana Medical Systems, Adheron and its strategic partnership with Foundation Medicine

Its collaboration with and option to acquire Janus Biotherapeutics and its proposed acquisition of Kapa Biosystems

Conagra Foods in its acquisition of Ralcorp and sale of its private brands business

Cigna in its acquisition of Healthspring

NYSE Euronext in connection with benefits issues arising in its acquisition by ICE

BBVA in connection with the sale of its Puerto Rico bank to Oriental Financial Group, Inc. and its acquisition of Spring Studio

Davis Polk & Wardwell LLP

Jean M. McLoughlin (cont.) PARTNER

Sodexo on various acquisitions and transactions, including the acquisition of the food services business from Marriott

GP Investments in connection with its purchase of the full ownership of Fogo de Chão and its subsequent disposition to Thomas Lee

MSCI in its acquisition of RiskMetrics and its disposition of ISS

Mercantile Bankshares on its sale to PNC Bank

Frontpoint on its sale to Morgan Stanley

Oracle on its acquisitions of PeopleSoft and Siebel

Domino's Pizza on its sale to Bain

Various private equity transactions for Goldman Sachs, GP Investments, Greenhill, Lightyear, Metalmark, Francisco Partners, Avista Capital Partners, Crestview and Tailwind

Capital Markets – Notable Transactions Advised on the initial public offerings of BATS, Citizens Financial Group, Synchrony Financial, Biotie, C1 Bank, Auris Medical, MSCI, Envestnet,

EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and NpTest Holding

Other Matters Represented Morgan Stanley in creating a transferable stock option program for Google

Advised in connection with the stock option backdating investigations of Mercury Interactive and Barnes & Noble

Advised Frontier Airlines with respect to employee benefit issues in its bankruptcy proceedings

Various individual CEO representations

Adviser in various "say on pay" campaigns

Among clients Ms. McLoughlin has advised on executive compensation, benefit and stock option issues are MSCI, Cobalt, NYSE Euronext, Royal Bank of Scotland, EPAM, Regions Bank Compensation Committee, Cigna, Charles River, Ferrero, Sodexo, Chilton, Morgan Stanley, Roche, BBVA, Banco Santander, Intuit and Masco.

Jean M. McLoughlin (cont.) PARTNER

RECOGNITION

Ms. McLoughlin is recognized as a leading lawyer in Chambers USA and Best Lawyers in America.

OF NOTE

Her recent speaking engagements include:

CHRO Board Academy, October 2016 meeting

PLI’s “Tax Strategies – Tax Compensation in M&A Deals,” 2003-2014

NYSE Governance Program, “This Week in the Boardroom,” October 2013

ALI CLE webcast on IRS Code Sections 162(m) and 409A, May 2013

PROFESSIONAL HISTORY Partner, 2001-present

Menlo Park office, 2000 - 2005

Associate, 1994-2001

Law Clerk, Hon. J. Spencer Letts, U.S. District Court, C.D. California, 1992-1993

ADMISSIONS State of New York

State of California

EDUCATION B.A., Yale College, 1988

summa cum laude

J.D., Harvard Law School, 1992

cum laude

Recent Developments Editor, Harvard Civil Rights - Civil Liberties Law Review