Corporate Governance
- Best-in-peer proxy production
- CD&As that win say-on-pay
- Investor relations & shareholder engagement
Trusted judgment.
Excellent execution.
Boutique counsel for the full arc of compensation governance — compensation planning and negotiation, individual executive and management team representation, corporate governance and proxy, investor relations and benefit plan fiduciary matters — for a fixed fee.
One team, senior attention, aligned with boards and executives alike.
Practice
A Strategic Compensation Governance Practice
We believe compensation governance requires a bespoke approach that integrates legal, executive compensation, investor and stakeholder relations, finance, and HR in one practice.
Compensation Deals & Negotiation
- Compensation benchmarking for executives and directors
- Employment, severance & change-in-control agreements
- Pre-litigation employment & dispute resolution
Benefit Plan Governance
- ERISA fiduciary & plan committee counsel
- 401(k) & health plan oversight and optimization
- Benefits litigation avoidance
Gap Walt Disney Cisco Systems Lithia Motors KB Home Align Technology
Representative engagements over 25+ years.
People
Two partners. Direct, senior project management on every engagement.
Jonathan Ocker
Partner · Corporate Governance & Compensation Deals
"The say-on-pay doctor."
Jon has more than 30 years of experience and a national reputation advising public-company boards and executives on compensation governance. He previously served as chair of the compensation and benefits teams at Pillsbury and Orrick. He is known for diagnosing troubled pay programs, rebuilding the narrative shareholders will support, and negotiating marquis-level CEO deals.
jon@ockergibbs.com →Benjamin Gibbs
Partner · Proxy & Benefit Plan Governance
Virtual in-house project management.
Ben leads proxy and CD&A production and advises plan committees on ERISA fiduciary matters, running each engagement like an embedded in-house team. He brings compensation governance depth together with proxy craft to keep complex disclosure and plan projects on schedule and on message.
ben@ockergibbs.com →Word on the Street
What clients say about our work.
Ben and Jon produce best-of-peer proxies because they know how to communicate a company's message in a simple, clear, and compelling manner.
Insights
Notes on the proxy season ahead.
Executive Compensation - Anything Goes?
Boards should maintain robust compensation disclosure, engage shareholders, align on priorities, and document discretion despite relaxed rules and weaker proxy-advisor influence.
Streamlining Compensation Decisions with a Mid-Year Summit
An in-person strategy session can align management, the Board, and the Board’s advisors on compensation decisions.
Our Compensation Governance Practice
This article explains a coordinated compensation governance process involving committee agendas, cross-functional preparation, draft disclosures, and shareholder-focused outcomes.
Contact
Start the conversation.
For boards & plan committees
Get ahead of your next proxy season or plan review
Board, comp committee, and plan committee counsel across proxy, ERISA, and shareholder engagement — on a fixed fee.
jon@ockergibbs.com →For executives & hiring companies
Negotiate a compensation deal with confidence
Employment, severance, and change-in-control terms — reviewed and negotiated by senior counsel, on either side of the table.
ben@ockergibbs.com →