A very pragmatic business partner, very easy to deal with, very knowledgeable and client-focused and has a great attitude. He's an all-around nice person to work with.
Chambers USA, 2018-2019

Jon Ocker is the co-leader of the firm’s Board Advisory & Corporate Governance team and the firm’s Environmental, Social and Governance (ESG) team. He advises public companies, boards of directors and high-profile executives on compensation and corporate governance issues.

Jon is often referred to as the “CD&A/Say on Pay Doctor.” He is the only lawyer known to have represented chip war adversaries Intel and Advanced Micro Devices simultaneously. When Jon advises clients not to do something, they generally listen.

Before joining Pillsbury, Jon was the chair of the Compensation and Benefits group at Orrick.

Representative Experience

  • Advised client in reversal of ISS preliminary “no” vote recommendation by assisting with an incentive plan design change and filing supplemental proxy, resulting in a 97% shareholder approval vote.
  • Assisted client with a #MeToo incident and negative press coverage by preparing executive employment and consulting agreements for a new/restructured management team, including a female CEO.
  • Represented client in settling $400M excessive fee/poor investments 401k class action and assisted with RFP required by settlement to attempt to reduce administrative fees.

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  • Recently represented chairman of the board of a pharmaceutical company, when an activist investor demanded his resignation.
  • Assists second-largest auto dealership with ongoing proxy preparation and represent compensation committee on ESG/CSR matters.
  • Advises numerous boards on ESG and HCR responsibilities, CSR policies and SEC disclosures.
  • Represented numerous public company high-profile CEOs on new hire agreements and transition and release agreements.
  • Advised clients including a paper manufacturer, a national homebuilding company, a multinational technology conglomerate, and one of the largest automotive group retailers in the U.S. in designing and preparing their ESG proxy disclosures.

Professional Highlights

  • Recognized by The Legal 500 U.S., Employee Benefits, Executive Compensation and Retirement Plans (2019).
  • Recognized by Chambers USA in Employee Benefits & Executive Compensation.
  • Recognized by Best Lawyers (published by BL Rankings LLC), Employee Benefits (ERISA) Law (2021 – 2022).

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  • Speaking Engagements
    • "Episode #24: Board Governance and the “E” in ESG," The Pillsbury Industry Insights Podcast, November 20, 2020.
    • “Termination: Working through the Consequences,” CompensationStandards.com Webinar, May 7, 2019.
    • “Hold ‘Em or Fold ‘Em? Timing of Executive Officer Terminations and Severance,” National Association of Stock Plan Professionals’ 26th Annual NASPP Conference & Exhibition, September 27, 2018.
  • Honors & Awards
    • International Academy of Trial Lawyers Award
    • 2012 Pro Bono Service Award
  • Memberships
    • American Bar Association: Business Law and Tax Sections
    • American College of Employee Benefits Lawyers
    • Society of Corporate Secretaries & Governance Professionals
  • National Moot Court
    • Order of Barristers
  • Publications
    • ESG Board Advisory Checklist, Boardspan, Authors: Jonathan Ocker, Mona E. Dajani, and Sheila McCafferty Harvey, July 21, 2021.
    • “The State of Play on Clawbacks and Forfeitures Based on Misconduct,” Harvard Law School Forum on Corporate Governance and Financial Regulation, June 2019.
    • “The Repeal of the Section 162(m) Performance-Based Exception: The End of Performance Pay?,” Corporate Governance Advisor, April/May 2018.

Education

  • J.D., Washington University in St. Louis School of Law, 1978

    B.A., University of Wisconsin, Madison, 1975

Admissions

  • California

    Illinois

    Wisconsin

Languages

  • Spanish