Ellen S. Knarr

Ellen Knarr counsels public companies on corporate and securities law matters. Ellen primarily practices in the areas of public reporting responsibilities, SRO-compliance, corporate governance best practices and certain executive compensation matters and advises senior management, boards of directors and board committees with respect to these and other legal compliance matters.

Ellen's practice involves representation of numerous NYSE- and Nasdaq-listed clients covering a wide array of industries, including retail, hospitality, banking, technology and document and data services companies. Ellen's work for these clients involves:

• Reviewing SEC filings and other public disclosures, including 10-Ks, 10-Qs, 8-Ks, earnings releases, and advising with respect to Regulation FD matters;
• Advising with respect to Section 16 matters and related disclosures, as well as disclosure obligations under Regulation 13D-G;
• Counseling with respect to certain executive compensation matters, focusing primarily on the disclosure obligations related to a company's executive compensation program, including the Compensation Discussion and Analysis, say-on-pay proposal and other detailed executive compensation-related disclosures;
• Reviewing and drafting equity compensation plans and related equity award agreements, employee stock purchase plans and employment and separation agreements and advising clients with respect to the disclosure- and securities-related obligations that may arise in connection with these arrangements and other employee benefit plans;
• Counseling in connection with matters related to annual shareholder meetings, including drafting and review of proxy materials, voting policies of institutional investors and proxy advisory firms and shareholder proposals;
• Advising with regard to compliance with continued listing standards and corporate governance requirements, including issues related to director independence, board committee functions, shareholder approval requirements, and drafting and reviewing documents required under listing standards, such as committee charters, codes of conduct and governance principles.

In addition to the corporate and securities work she handles for our public company clients, Ellen is a dedicated leader and participant in a variety of the firm's initiatives and also participates in pro bono matters. Ellen serves on the leadership committee of Day Pitney's firm-wide women's initiative, Women Working Together (WWT®), and she is an active member of the firm's Diversity and Inclusion Committee. From 2007 to 2015, Ellen served as Secretary to the New Jersey Corporation and Business Law Study Commission, a legislative commission dedicated to improving and modernizing the New Jersey Business Corporation Act.