Amy M. Wood, Partner

Amy M. Wood is a partner in the Compensation & Benefits practice group and a member of the Cooley Business department. She joined the Firm in 2003 and is resident in the San Diego office.

Ms. Wood specializes in the areas of executive compensation, equity compensation and employee benefits. Her experience includes designing and implementing equity incentive plans and employment, severance and other compensation-related arrangements, as well as advising clients on any tax, accounting, securities, or other federal and state law issues with respect to such plans and arrangements. Her experience also includes assisting with the parachute payment analysis and other compensation and benefits issues arising in mergers and acquisitions as well as designing and implementing stock option exchange programs.

Ms. Wood also assists public companies with their compensation-related disclosure in SEC filings and advises on the shareholder relations issues that arise in connection with compensation matters. She counsels public companies on a wide range of corporate governance issue and she has extensive experience counseling public companies on the proxy voting guidelines of specific institutional investors and the vote recommendation policies of proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis.

In 2003, Ms. Wood received a JD, cum laude, from the University of San Diego School of Law, where she served as Editor-in-Chief of the San Diego Law Review. In 2000, she received a BA, cum laude, from the University of California, Los Angeles.

Speaking Engagements

  • WorldatWork Total Rewards 2016 Conference & Exhibition, Surfing the Coming Pay Ratio Wave With Confidence, San Diego 2016
  • Equilar, SEC Update: Pay Versus Performance, National Webcast 2015
  • American Law Institute, Preparing for Say-on-Pay in 2015, National Webcast 2015
  • The SEC Institute, Hot Topics – Stock Compensation, San Diego 2014
  • Association of Corporate Counsel, Stockholder Activism – When Is an Investor Just an Investor, San Diego 2014
  • The Conference Board, Telling Your Compensation Story in the Proxy Statement, San Francisco 2014
  • Society of Corporate Secretaries & Governance Professionals, A Deep Dive Into the 2014 Proxy Season, Los Angeles 2014
  • National Investor Relations Institute, 2013 Proxy Year in Review and 2014 Upcoming Issues, Seattle 2013
  • American Law Institute, Say-on-Pay Today: The Newest Form of Shareholder Litigation, National Webcast 2013
  • American Law Institute, New Independence Rules for Compensation Committees and Committee Advisers, National Webcast 2013
  • The SEC Institute, 2012 Executive Compensation Forum: How Has "Say on Pay" Changed Everything, San Francisco 2012
  • National Association of Stock Plan Professionals, To ISS or Not to ISS: Equity Plan Governance in the Age of Unreason, New Orleans 2012
  • Practising Law Institute, Understanding ISS' 2013 Governance and Executive Pay Policies, National Webcast 2012
  • Practising Law Institute, Catching Up On Clawbacks, National Webcast 2012
  • The Conference Board, Navigating the Management/Shareholder Partnership, Chicago and New York 2012
  • RR Donnelley, SEC Hot Topics, San Diego 2012
  • Society of Corporate Secretaries & Governance Professionals, Proxy Solicitation and Annual Meeting Logistics, San Diego 2012
  • Practising Law Institute, Understanding the New ISS Pay-for-Performance Analysis, National Webcast 2012
  • National Association of Corporate Directors, Dodd-Frank 2012 Compensation and Other Issues Revisited, Denver 2012
  • Society of Corporate Secretaries & Governance Professionals, 2011 Proxy Year in Review and 2012 Upcoming Issues, Seattle 2011
  • Corporate Counsel Institute, Executive Compensation Practices and Disclosure, Chicago 2011
  • American Law Institute | American Bar Association, Dodd-Frank Executive Compensation Provisions: Mid-Year Update, National Webcast 2011
  • National Association of Stock Plan Professionals, Equity Plan Success; What Have We Learned from the 2011 Proxy Season, Silicon Valley 2011 
  • RR Donnelley SEC Hot Topics, Compensation, San Diego 2011
  • National Association of Stock Plan Professionals, Say on Pay and Frequency of Say on Pay: What to Do Now, San Diego 2011 
  • Association of Bioscience Financial Officers, The New Enhanced Proxy Disclosures: The Final Rules, Seattle 2011


  • University of San Diego School of Law
    JD, 2003, cum laude
  • University of California-Los Angeles
    BA, 2000, cum laude

Bar Admissions

  • California


  • American Bar Association
  • National Association of Stock Plan Professionals
  • San Diego County Bar Association
  • Society for Corporate Secretaries & Governance Professionals
San Diego
4401 Eastgate Mall
San Diego, California 92121-1909

Phone: +1 858 550 6058
Fax: +1 858 550 6420
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