Wendy Moore

With more than 25 years of Silicon Valley experience, Wendy Moore represents companies, management teams and individual executives on executive and equity compensation, employment matters, and corporate governance. In designing, implementing, and modifying compensation programs, Wendy encourages clients to consider not only market-based benchmark data but also the unique skills and contributions of the service recipients, the current and expected opportunities and challenges that clients face in their industry, the administrative costs, the potential employee response, and how these programs may be judged by potential third parties in hindsight. Wendy’s industry experience includes AI/ML, cybersecurity, data analytics, SaaS, cleantech/renewable energy, fintech, gaming, blockchain/distributed ledger technology, health tech, biotech, medical devices, real estate, and traditional industrial companies.

Wendy enjoys working with companies to create equity and phantom equity programs, long-term and annual cash-based incentive programs, deferred compensation arrangements, severance and retention programs, liquidity tender offers, and carve-out/change of control bonus plans. Wendy regularly represents executives and venture capitalists in their own individual compensation negotiations, whether as part of entering or exiting their companies or funds, or as part of significant transitions like acquisitions, IPOs, material refresh grants, or secondary liquidity sales. Wendy has pioneered solutions in token-based compensation in conjunction with our Blockchain & Digital Currency industry group and our Emerging Companies & Venture Capital practice, helping to advise clients on the launch of commercial platforms powered by blockchain tokens. Wendy also works with boards as well as clients’ external auditors and compensation consultants.

Wendy is particularly skilled in areas involving U.S. Tax Code sections 409A, 83, 280G, and 162(m) and securities issues involving Rule 701, annual proxy reports, and the tender offer rules. In addition to her counsel on various compensation plans, she has been involved in issuers’ annual compensation calendars, including issue spotting on plan design changes, drafting CD&As and proxy proposals, and supporting shareholder outreach campaigns. Wendy has also provided board and management education on legal changes and works with clients to minimize the risk of compensation-based litigation.

Ranked by Chambers USA, Wendy is a member of the American Bar Association and regularly presents on webinars and at conferences on emerging issues in executive and equity compensation.