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Practice/Industry Groups:
Business Law
Banking & Financial Services
Health Care
Insurance
Project Finance
John Beavers has been a practicing lawyer since 1972, including over 11 years as managing partner, with Bricker & Eckler LLP.
Understanding the critical role governance plays in all organizations, he established and directs Bricker & Eckler’s Counsel for BOARDS AND EXECUTIVES that counsels and represents governing boards, their committees and their executives regarding duties and responsibilities in providing direction and in overseeing matters critical to the success of their organizations.
Representative Experience
Combining his years of legal and management experience, John counsels boards and executives of all types of organizations: publicly and privately held; for-profit and non-profit; stock companies and membership organizations; and corporate and non-corporate in form. As such counsel, he currently focuses on:
Board Governance and Operations
Board structure, including organizing a board to act through its authorized committees
Board composition, including evaluating needs for certain skills, experience and expertise and matching those needs with directors having those skills, experience and expertise
Board access to advisors, including matching needs for independent advice in matters with independent advisors having professional competence in such matters
Board compensation, including identifying, and obtaining and evaluating board compensation data of, peer organizations, and designing compensation arrangements
Board best practices, including auditing and evaluating current practices and recommending better practices
Committee responsibilities and practices, including counseling audit, compensation, nominating, governance, compliance, investment, and similar oversight committees regarding legal responsibilities and best practices
Board preparedness, including preparing and counseling boards regarding acquisitions and dispositions, public reporting and disclosure, raising capital, whistleblower claims, and government investigations
Board audit and financial statement oversight, including instructing financial literacy from a board member’s viewpoint and advising on generally accepted accounting principles, generally accepted auditing standards, and oversight of internal controls
Executive Compensation
Peer data, including identifying, and obtaining and evaluating executive compensation data of, peer organizations
Total compensation design, including counseling on the design of the total compensation package of the chief executive and direct reports to the chief executive
Communication and negotiation, including facilitating communication between the board and executives on issues of importance and negotiating terms of employment, including compensation
Employment agreements and plans, including preparing, reviewing and finalizing employment agreement and plan documents evidencing the terms of employment, including compensation arrangements
Documentation of decisions, including preparing minutes of proceedings documenting decisions meeting requirements of stakeholders and regulators for transparency and accountability
Compensation disclosure and reporting, including counseling regarding legal requirements and best practices for disclosure to shareholders and other stakeholders and reporting to the IRS, SEC, insurance commissioners and other regulators
Additional Experience
Securities laws, including advising and representing clients in raising capital (both debt and equity securities as well as public and private offerings); securities reporting and disclosures (such as Forms 8-K and 10-K, proxy statements, annual reports and other investor and market disclosures); he has served as an adjunct professor of securities laws at Capital University
ERISA and benefit laws, including advising and representing clients in qualified and non-qualified retirement, deferred compensation, savings, and welfare benefit programs; he has served as instructor for certifying employee benefit specialists
Corporation laws, including advising and representing clients in formation and organization of all types of entities, for-profit or non-profit, stock companies or membership organizations, and corporate or non-corporate in form; he is author of Ohio Corporations published by Lawyers Cooperative
Board and Committee Experience
Since 1990, John has served on various boards and the committees, and he has participated in or represented, and is qualified to serve as a member of:
Compensation committees with his experience and knowledge of:
All elements of the total compensation package of both boards and executives, including salary, bonus, long-term incentive programs, value-added incentives, equity and shadow equity incentives, severance, supplemental retirement programs, qualified requirement programs, life insurance, disability benefits, medical and hospitalization benefits, and other deferred compensation, savings, and welfare benefit programs
Best practices for evaluating, adopting, and documenting compensation decisions, including identifying peers and obtaining and reviewing peer data, documenting the consideration of such data and other factors in determining compensation, and reporting such decisions to the IRS, SEC, insurance commissioners and other regulators and to shareholders and other stakeholders
Audit committees with his experience and knowledge of:
Generally accepted accounting principles, generally accepted auditing standards, and oversight of internal controls
Financial statements
Best practices for overseeing implementation of internal controls and preparation and auditing of financial statements and reports
Governance nominating committees with his experience and knowledge of:
Legal and fiduciary duties required of boards and directors as well as of management
Best practices for discharging those duties and providing value to the organization
Evaluating needs for certain skills, experience and expertise for audit, compensation, governance, nominating, and other oversight committees and matching those needs with directors having those skills, experience and expertise
Legal compliance committees with his experience and knowledge of:
Laws affecting publicly-held companies and organizations in the business of insurance, health care, senior care, education, manufacturing, and technology
Government investigations, including sentencing guidelines, and whistleblower claims, including practices for reducing anonymous claims
Best practices for reviewing and assuring legal compliance and ethical operations
Corporate and Management Experience
As well as serving 11+ years as managing partner of Bricker & Eckler, Mr. Beavers’s corporate and management experience includes:
Officer and trustee of the Harry C. Moores Foundation, one of the largest private foundations serving Central Ohio (1991 – present)
Compensation Committee Member, Bricker & Eckler (1982 – 1986, 1989 – 2000, 2005)
Head of Bricker & Eckler’s Counsel for BOARDS AND EXECUTIVES (2000 – present)
Chairperson, Bricker & Eckler’s Business Law Department (2000 – 2003)
Chairman and Managing Partner, Bricker & Eckler (1989 – 2000)
Executive Committee Member, Bricker & Eckler (1982 – 1986, 1989 – 2000, and 2008 – present)
Acting General Counsel, AccuRay and Industrial Nucleonics Corporations (1977 – 1978)
Principal and president of PVS Inc., a public opinion polling and research firm representing political candidates in Ohio, New York, New Jersey, Massachusetts, and Illinois (1968 – 1972)
Educator and Speaking Experience
Using his years as adjunct professor of securities law at Capital University, instructor for certification of employee benefit specialists, and speaker to numerous audiences on governance and executive compensation, he has recently assisted two national trade associations in establishing education programs for boards of directors of the associations’ members. He is a frequent participant in programs of the Fisher College of Business of The Ohio State University; the Ohio State Bar Association; the National Association of Mutual Insurance Companies; the Property and Casualty Insurers Association of America; the Ohio Association of Mutual Insurance Companies. In addition, he has presented programs for the American Association of Corporate Counsel, Business Law Section of the American Bar Association, Ohio Society of CPAs, West Virginia Society of CPAs, National Association of Insurance Commissioners, Ohio Department of Insurance, Federal Reserve Bank of Cleveland, Montana Hospital Association, Ohio Hospital Association, and Boards of the Ohio Public Employee Retirement Systems, among others.
Editor and Contributor
Publications
He has also had numerous articles on executive compensation, governance, board governance and operations, management, mergers and acquisitions, Sarbanes-Oxley, and SEC and other public disclosure and reporting for published in: Business First, a publication of American City Business Journals; Corporate Governance Report; Lexology; Corporate Board Member, Directorship. Some recent articles of note include:
Executive compensation
“Executive Compensation Limitations Proposed under Obama’s Financial Regulatory Reform”
“Executive Compensation: Cure for the Meltdown Requires Changing Focus”
“Heeding President Obama’s Limits on Executive Compensation”
Governance
“The Financial Crisis: A Confluence of Unlikely Events or a Failure in Corporate Leadership?”
“Resurrecting Corporate America after the Failure of Governance” (with Kevin M. Kinross)
“A Wishful Alternative to Geithner’s Proposed Regulation”
“When to Blow the Whistle”
Board Governance and Operations
“A New Era of ‘Director-Centric’ Governance?”
“What Boards Should Do as a Result of the Financial Crisis”
“The Crunch On Director Responsibility: A storm is brewing” (with Kevin M. Kinross)
“Thinking of becoming a director?”
“When it comes to Corporate Minutes, Saying Less is Often Better” (with Randolph C. Wiseman and Kevin M. Kinross)
“Time to Reassess the Audit Committee and Its Function”
“Internal Controls: What We Can Learn from Regulators”
“Independent Boards Help Resolve Conflict”
Management
Community and Professional Activities
Officer and trustee of the Harry C. Moores Foundation, one of the largest private foundations serving Central Ohio (1991 – present)
Founder of the Business First Advisory Board Exchange that finds, trains and places experience advisory on advisory boards of business organizations
Member, American, Ohio State, Colorado State, and Columbus Bar Associations
Former board member, Columbus Symphony Orchestra
Former board member, Columbus Children’s Hospital
Former board member, Martin Luther King Jr. Center for Performing and Cultural Arts
Former board member, Ohio Business Roundtable
Former Member of boards of numerous arts, charitable, and philanthropic organizations
Awards and Recognition
Named, Best Lawyers in America (1983 - present)
Listed, Ohio Super Lawyers (2004 - present)
1996 Finalist for the Columbus and Central Ohio Entrepreneur of the Year for support and education of entrepreneurs, sponsored by Ernst & Young, USA Today, NASDAQ and the Kauffman Foundation
Recipient, Award for Outstanding Corporate Citizen, presented by the Martin Luther King, Jr. Center for Performing and Cultural Arts, 1992
Education
The Ohio State University (B.A., in econometrics and statistical analysis, cum laude, 1969); Phi Beta Kappa
The Ohio State University College of Law (J.D., cum laude, 1972).
Family
Married since 1972 to Susan Marie Beavers
Father of daughters, Captain Meredith Anne Beavers, Pilot in the United States Air Force; Kristen P. Zeligs, M.D.
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