Rhonda L. Brauer
Senior Managing Director - Corporate Governance Georgeson Inc.
Rhonda L. Brauer is a Senior Managing Director – Corporate Governance at Georgeson, the proxy solicitation firm, which she joined in May 2008. She focuses on helping companies to enhance communications with their shareholders and third-party opinion-makers and to analyze their governance practices in light of the current corporate governance landscape and their own business developments. She also advises management teams and boards on ongoing corporate governance developments and conducts board self-assessments. In addition, Rhonda works with clients to help them obtain their desired shareholder votes on director elections, proxy contests, shareholder proposals, equity compensation plans and other corporate governance matters. Prior to joining Georgeson, Rhonda held a variety of positions over 15 years in the Legal Department of The New York Times Company, most recently serving as Secretary and Corporate Governance Officer and as a member of the Company’s Senior Management Team. Her most recent responsibilities included providing key support to senior management and the board on the development and implementation of appropriate corporate governance practices (including, among other things, conducting effective board self-assessments) and on strategic communications with institutional shareholders, investor publications, corporate governance rating firms and other relevant opinion-makers. She helped to lead the internal team that coordinated the Company’s response to a dissident’s withhold-the-vote campaign in 2007 and a threatened 2008 proxy fight, which eventually settled. Rhonda also provided legal and other advice to The New York Times Company Foundation and The New York Times Neediest Cases Fund. Previously, she was responsible for legal advice on, among other things, disclosure and insider trading issues, and securities, treasury and transactional work. Prior to working at The Times Company, Rhonda was an associate lawyer with Cleary, Gottlieb, Steen & Hamilton in New York, NY and Brussels, Belgium, providing corporate legal advice to U.S. and international clients and pro bono work in the area of human rights. Rhonda speaks frequently, across the country, at conferences and on webinars on corporate governance issues. She also writes regularly on corporate governance matters. She is a member of the Society of Corporate Secretaries and Governance Professionals, for which she has served (since June 2011) on its Board of Directors and as a member of its Membership Committee, (from 2009-2011) as Chair of its Chapter Task Force, (from 2006-2009) as the Chair of its Corporate Practices Committee, and (from 2006-2007) as a member of its Media Awareness Group. In addition, Rhonda is a member of the Council of Institutional Investors and the Association of the Bar of the City of New York. She is also a member of the American Bar Association, for which she served (from 2008-2009) on its Business Law Section’s Corporate Governance Committee Task Force on the Delineation of Governance Roles and Responsibilities. Rhonda is an Almoner for The Havens Relief Fund Society, for which she facilitates emergency grants for needy public school students and their families in New York City. Rhonda has a J.D. degree, magna cum laude and Order of the Coif, from Indiana University School of Law (Bloomington, IN) and an A.B. degree, magna cum laude and Phi Beta Kappa, from Cornell University’s College of Arts and Sciences (Ithaca, NY).