Wendy Moore

Wendy Moore focuses on equity and executive compensation and corporate governance. Her practice addresses the practical design considerations of programs, including the complicated intersection of tax, securities, employment, and corporate laws, as well as shareholder relations issues. Wendy works regularly with clients to develop and maintain their equity and bonus plans, deferred compensation arrangements, and severance and change of control agreements. She negotiates executive agreements for executives and employers at all stages of the corporate life cycle, with a strong background in Sections 409A, 280G, 162(m). She is actively involved in the preparation of public company disclosures, including drafting CD&As and proxy proposals. Wendy works with clients to address proxy advisor (such as ISS) recommendations, providing board education, planning disclosure strategy, and working to lower the risk of litigation or a failed vote. She also works with M&A lawyers to determine equity award treatment, negotiate the definitive agreement, and address other M&A compensation issues.

Prior to joining Jones Day, Wendy advised on the sell-side acquisitions of OPNET by Riverbed, Compellent Technologies by Dell, and Chordiant Software by Pegasystems and on the buy-side acquisitions of Register.com by Web.com Group, Sigrity by Cadence Software, and OMGPop by Zynga. In addition, she worked extensively with more than 20 issuers in the IPO process between 2010 and 2013, including Millennial Media, Ruckus Wireless, Yelp, and Zynga. Wendy has helped to plan post-IPO board, equity (such as ESPP), and executive compensation structures and to transition issuers into public company corporate governance requirements. [1]