Five experienced activism defense and corporate governance advisors today launched Niscaya Governance (“Niscaya”), an independent firm advising public company boards and management teams on consequential shareholder votes, including proxy contests, contested mergers, say-on-pay and director elections. The firm was founded by Cristiano Guerra, Effie Veres, Juan I. Bonifacino, Kim Castellino and Brad Vitou, all of whom were previously partners at Strategic Governance Advisors (“SGA”) and helped build it into a preeminent advisory firm.

At SGA, which Bloomberg has ranked the #1 strategic activism defense advisor to companies with more than $1 billion in market capitalization every year since it introduced the category, Niscaya’s partners advised on more than 60 proxy contests, contested mergers and hostile bids, and more than 70 say-on-pay and governance engagements.

The Niscaya team includes the former head of Special Situations Research at Institutional Shareholder Services (ISS), the leading proxy advisory firm; other former ISS research leaders; and partners who held senior activism defense roles in investment banking and positions on the buy- and sell-side.

Niscaya takes its name from the Sanskrit word for “certainty,” a mind free from doubt. When boards face difficult shareholder votes, Niscaya Governance provides directors with the strategy — and the clarity, preparation, and confidence — to win.

“Niscaya marks a new name for our partnership, but the mission remains unchanged: to help boards earn the mandate to continue delivering long-term value for shareholders,” said Cristiano Guerra, Founding Partner of Niscaya.

NISCAYA’S FOUNDING PARTNERS

Cristiano Guerra headed the Special Situations Research team at ISS, where for eight years he oversaw vote recommendations on more than 200 activist campaigns and major contested transactions worldwide. He had previously led ISS’s U.S. Proxy Research and Latin America Research teams and was most recently a Partner at SGA.

Effie Veres, in her seven years as a Partner at SGA, helped clients prevail in some of the largest proxy contests and contested transactions to date, helping build the firm into a renowned activism defense advisor. She also helped numerous clients with challenging compensation and governance issues to win shareholder support. She began her career as an equity analyst, spending nearly a decade on the buy-side, most recently at Surveyor Capital (part of Citadel).

Juan I. Bonifacino, CFA created and led the Shareholder Activism Defense practice at Stifel, where he advised the bank’s corporate clients on proxy contests, activist campaigns and activism readiness. He was most recently a Partner at SGA and previously a Principal at CamberView Partners. Prior to his advisory roles, he was a Vice President on ISS’s Special Situations Research team.

Kim Castellino led the U.S. Research team at ISS, where he helped design and implement the say-on-pay analytical framework ISS uses today, and served on its Global Policy Board. Over nearly a decade as a Partner at SGA, he advised more than 100 public companies on say-on-pay, contested director elections, shareholder engagement and proxy disclosure.

Brad Vitou has advised on many of the world’s largest proxy contests over the past decade, and on more than $200 billion in contested M&A transactions. He was a Partner at SGA for eight years, after activism defense roles at EY and FTI Consulting, and began his career in equity research and credit portfolio management at KeyCorp.

ABOUT NISCAYA

Founded in 2026, Niscaya advises public company boards and management teams on proxy contests, shareholder activism, contested mergers, hostile and unsolicited bids, say-on-pay and director elections. Its founding partners previously built Strategic Governance Advisors. For more information, visit www.niscaya.com.

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