Corporate Governance
- Proxy & CD&A production
- Say-on-pay strategy & shareholder engagement
- ISS & Glass Lewis positioning
OckerGibbs — Compensation Governance Counsel Boards · Plan Fiduciaries · Executives
Trusted judgment.
Excellent execution.
Boutique counsel on the full arc of compensation governance — corporate governance and proxy, benefit plan fiduciary matters, and compensation-deal negotiation — for a fixed fee.
One team, senior attention, aligned with boards and executives alike.
Practice
Compensation governance, from the boardroom to the plan committee to the deal table.
We think about compensation governance as one integrated practice. Public-company boards answer to shareholders (and their advisors) on executive pay. Plan fiduciaries answer to participants and the DOL on 401(k) and health plan oversight. Executives and companies negotiate the deals that make all of it real. OckerGibbs advises across all three — on a fixed fee.
Benefit Plan Governance
- ERISA fiduciary & plan committee counsel
- 401(k) & health plan oversight and optimization
- Benefits litigation avoidance
Compensation Deals & Negotiation
- CEO hiring, employment & severance agreements
- Change-in-control & pre-litigation severance
- Equity & incentive plan architecture
Gap Levi Strauss Walt Disney Cisco Systems Lithia Motors
Representative engagements over 25+ years.
Anchor Case Study
Turning around a failing say-on-pay vote.
A mid-cap issuer came off a failed say-on-pay vote with an ISS "Against" recommendation and fractured investor confidence. We rebuilt the pay narrative from the ground up — reframing the CD&A, tightening the peer group, and leading a direct engagement campaign with the top holders ahead of the annual meeting.
- Against → For ISS recommendation reversed after CD&A rewrite.
- +32 pts Say-on-pay support gain versus the prior year.
- 12 wks From engagement kickoff to annual meeting vote.
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.
People
Two partners. Direct, senior attention on every engagement.
Jonathan Ocker
Partner · Corporate Governance & Compensation Deals
"The say-on-pay doctor."
Jon has advised public-company boards and executives on compensation governance for more than 25 years, previously at Pillsbury and Orrick. He is known for diagnosing troubled pay programs, rebuilding the narrative shareholders will support, and negotiating the CEO-level deals that anchor them.
Read full bio →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.
Read full bio →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.
ISS 2026 policy updates: what compensation committees should model now
The changes worth stress-testing before your next pay decision — from performance-period design to burn-rate methodology.
The one CD&A rewrite that shifted an ISS score from Against to For
Reframing a single narrative section — the CEO pay decision rationale — flipped the recommendation. Here is what changed, and why the same fix works elsewhere.
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 →