Wendy Moore

With more than 25 years of Silicon Valley experience, Wendy L. 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 outstanding skills and contributions of the service recipients, the current and expected opportunities and challenges that clients face in their industry, administrative costs, the potential employee response, and how these programs may be judged by third parties in hindsight. Her industry experience includes AI and machine learning, cybersecurity, data analytics, software as a service, clean tech and renewable energy, fintech, gaming, blockchain and distributed ledger technology, health tech, biotech, medical devices, real estate, and traditional industrial companies. 

Wendy works 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 or change of control bonus plans. She represents executives and venture capitalists in individual compensation negotiations, whether as part of entering or exiting their companies or funds, or as part of significant transitions like acquisitions, initial public offerings, material refresh grants, or secondary liquidity sales. She has pioneered solutions in token-based compensation in conjunction with Ashurst Perkin Coie’s Blockchain & Digital Currency industry group and Emerging Companies & Venture Capital practice, helping advise clients on the launch of commercial platforms powered by blockchain tokens. She works with boards as well as clients’ external auditors and compensation consultants. 

Wendy has particular experience in areas involving U.S. Tax Code sections 409A, 83, 280G, and 162(m); 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 compensation discussion, analyses, and proxy proposals; and supporting shareholder outreach campaigns. She 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 at webinars and conferences on emerging issues in executive and equity compensation.