Bernard Bailey, Paraquis Solutions, LLC
Bernard Bailey is presently Founder, President and CEO of Paraquis Solutions, LLC, focused on providing governance, strategy and organizational consulting services. Representative clients have included Danaher, Gemalto, the US Navy, as well as several private equity firms. He has also been engaged as an expert witness on governance matters in the Delaware Court of Chancery. Dr. Bailey has served on the boards of eight publicly traded US Companies and three privately held technology companies, including former Chairman of the Board of LaserCard Corporation. He is presently a director of the Telos Corporation (OTC:TLSRP), where he is chairman of the audit and strategy committees, Analogic Corporation (NASDAQ: ALOG) where he chairs the nominating and governance committee, and Authentix, a privately held company owned by the Carlyle Group. Dr. Bailey earned his Ph.D. in Management at Case Western Reserve University. His dissertation focused on corporate governance. He holds an MBA from George Washington University, as well as an MS in Engineering from the University of California, Berkeley and an MS in Systems Management from the University of Southern California. Mr. Bailey is a licensed Professional Engineer in the Commonwealth of Virginia. He has also earned a Masters Level Professional Director Certification from the Corporate Directors’ Group.
Bob Bostrom, SNR Denton
Bob Bostrom leads SNR Denton’s global Financial Institutions and Funds sector team and is part of the firm’s Financial Regulatory Reform Special Situations team, which helps clients navigate the sweeping changes required by the Dodd-Frank Act. Bob also leads the firm’s multidisciplinary corporate governance, board advisory and crisis management practice, which draws together the talents of the firm’s white collar, internal and governmental investigations, public policy, capital markets, Securities and Exchange Commission (SEC) enforcement, corporate governance and state attorneys general lawyers and professionals. He has extensive experience advising boards of directors, in Dodd-Frank Act implementation, residential mortgage finance, securitization and servicing, and government sponsored enterprise (GSE) strategy. Bob's legal career spans more than 30 years. He has extensive experience advising boards of directors and committees on financial institutions regulation, corporate governance and Sarbanes-Oxley issues, director education, compliance and enterprise risk management programs, and crisis management. He is a frequent lecturer, and has written extensively on these subjects.
Meredith Cross, SEC
Meredith Cross is the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Prior to joining the staff in June 2009, Ms. Cross was a partner at Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C., where she advised clients on corporate and securities matters and was involved with the full range of issues faced by public and private companies in capital raising and financial reporting. Since rejoining the staff, Ms. Cross has led a broad array of key initiatives, including changes to the proxy rules and a concept release on the U.S. proxy system, and revisions to the disclosure, reporting, and offering process for asset-backed securities. Currently, Ms. Cross is leading the Division’s efforts to implement a wide assortment of provisions enacted under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Ms. Cross also worked in the Division of Corporation Finance prior to joining WilmerHale. She began her previous tenure at the SEC in September 1990 as an Attorney Fellow in the Office of Chief Counsel, and served in a variety of capacities within the Division, including Deputy Chief Counsel, Chief Counsel, Associate Director, and finally, Deputy Director. Before her previous tenure at the SEC, Ms. Cross worked in private practice in the securities department of King & Spalding in Atlanta. She earned her undergraduate degree, cum laude, from Duke University in 1979, and her law degree in 1982 from Vanderbilt University Law School.
Jack Flug, Marsh
Jack Flug returned to Marsh in November of 2008. His current responsibilities include heading up the U.S PEMA (Private Equity, Merger & Acquisition) practice as respects Financial and Professional (FINPRO) lines. Jack also leads the Professional Liability (E&O) practice for Marsh, with a special emphasis on Communications, Media & Technology clients, as well as Lawyers Professional Liability (LPL) coverage. Jack is a veteran of the insurance industry with over 23 years’ experience. He advises and negotiates complex claim workouts on a broad range of Financial and Professional Liability lines, consulting with clients and colleagues around settlement strategies as well as coverage considerations attendant to transactional exposures. Jack’s long-standing relationships at the most senior level in the insurance marketplace, both on the underwriting and claims sides, enables him to provide valuable insight as to how disputes around coverage should be resolved. He also provides consultation on placement strategy, construction of tailored endorsement language, and negotiations with senior underwriters and coverage counsel on behalf of our clients.
Raymond Groth, Duke University
Ray Groth is currently an adjunct professor of business administration at Duke’s Fuqua School of Business, Durham, NC (since 2001). Prior to this, Ray served as head of the merger and acquisition group of First Union Securities, Inc., Charlotte, NC (now Wells Fargo & Company). Ray was a managing director in the merger and acquisition group of The First Boston Corporation (now Credit Suisse Group) in New York, NY, for fourteen years before joining First Union. Prior to a career on Wall Street, Ray practiced law with Cravath, Swaine & Moore in New York, NY, for seven years. Mr. Groth served on the board of directors of Patriot Risk Management, Inc., Fort Lauderdale, FL, and chaired its nominating and corporate governance committee, as well as being a member of its audit committee. Mr. Groth previously served on the boards of Specialty Underwriters’ Alliance, Inc., Chicago, IL, which was sold in November 2009 to Tower Group, Inc.; and CT Communications, Inc., Concord, NC, which was sold in August 2007 to Windstream Corporation.
Janet Hill, Hill Family Advisors
Mrs. Janet Hill is a principal in Hill Family Advisors, where she oversees the family’s assets and investments. She retired as the co-owner and Vice President of Alexander & Associates, Incorporated, a corporate consulting firm in Washington, D.C after 30 years in management and ownership. She provided corporate planning, advice and analyses to directors, executives and managers in the areas of human resource planning, corporate responsibility, corporate communications and government consultation. Mrs. Hill is a member of the Boards of Directors of Sprint Nextel, Inc.; The Wendy’s Company; Dean Foods, Inc. and the Carlyle Group. Mrs. Hill is also a Vice President of Hill Ventures, Inc., her son’s real estate investment business. Mrs. Hill has served on three boards from which she retired at the time of the sale of the underlying companies: Tambrands, Inc. (which was sold to Proctor & Gamble); Security Capital Group, Inc. (which was sold to G.E. Capital); and Houghton Mifflin Company (which was sold to Vivendi International). She served as a public member of the New York Cotton Exchange for 4 years ending in 1992. Mrs. Hill is a member of the Board of Trustees of Duke University. She also serves on the Board of the Wellesley Business Leadership Council and the Knight Commission on Intercollegiate Athletics. She is also a member of the board of the Military Bowl, A BCS-sanctioned football bowl series. From 1978 until 1981, Mrs. Hill was the Special Assistant to the Secretary of the Army. She graduated from Wellesley College in Wellesley, Massachusetts with a Bachelor of Arts in Mathematics. She attended the University of Chicago Graduate School and received a Masters of Arts in Mathematics.
Janet Kelly, ConocoPhillips
Janet Langford Kelly is senior vice president, legal, general counsel and corporate secretary for ConocoPhillips. Kelly began her career as a law clerk for the Honorable James Hunter III of the Third Circuit Court of Appeals. She was an associate in the corporate and securities group with Wachtell, Lipton, Rosen & Katz in New York and at Sidley & Austin in Chicago, where she became partner in 1991. In 1995, she became senior vice president, secretary and general counsel at Sara Lee Corporation. Kelly joined Kellogg Company in 1999 where she was executive vice president of corporate development and administration, general counsel and secretary. Kelly joined Kmart Corporation in 2003 as senior vice president, chief administrative officer and chief compliance officer. Prior to joining ConocoPhillips in August 2006 as deputy general counsel and corporate secretary, Kelly was partner at Zelle, Hoffman, Voelbel, Mason and Gette and an adjunct professor at the Northwestern University School of Law. Kelly serves as a trustee for Columbia Funds and on the Board of Directors for the Houston Grand Opera. She previously served on the boards of United Airlines, Grinnell College, Joffrey Ballet, Chicago Shakespeare Theater, and served on the Legal Advisory Committee of the New York Stock Exchange. Kelly was awarded a bachelor of arts degree in history, with honors, from Grinnell College in 1979. She earned a juris doctorate from Yale Law School in 1983.
William Longbrake, University of Maryland
Dr. Longbrake has extensive experience in finance, macroeconomics and monetary policy, risk management, housing, public policy and academia, government, serving both the public and private sectors. As an executive-in-residence at the Smith School, Longbrake works on a variety of business, policy, and governance issues with faculty, students, business leaders, government policymakers, and executives of not-for-profit organizations. He also serves on the boards of directors of First Financial Northwest, a community bank located in Renton, Washington; the Federal Home Loan Bank of Seattle; and the Washington Financial League. Longbrake is a member of several committees of the American Bankers Association, including those for government relations, governance and mortgage markets. He serves on the boards of trustees of Auburn Theological Seminary; the College of Wooster; and is president of the Intiman Theatre Foundation. He is president and chairman of the board of trustees of Lift Up Africa, a charitable organization that finances humanitarian and economic development initiatives on the continent of Africa, and is president and chairman of the board of trustees of the Longbrake Family Foundation. In the academic sector, Longbrake has published extensively and has taught courses in business administration and finance. In 2007, he received the Distinguished Alumnus of the Year award from the Smith School.
David Lynn, Morrison & Foerster
David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is Co-Chair of the firm’s Global Public Companies practice. He is the former Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission. David M. Lynn's practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide.” Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. As a result, he was intimately involved in implementing and interpreting the record amount of SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently as the Special Counsel in the Office of Real Estate and Business Services of the Division of Corporation Finance, where he formulated and implemented disclosure policies applicable to securities offering of real estate investment trusts and other real estate companies. While in private practice from 2000-2003, Mr. Lynn advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance. Mr. Lynn serves as co-editor of TheCorporateCounsel.net, where he co-authors one of the most widely-read blogs on securities, governance and corporate law matters, and regularly contributes to publications such as The Corporate Counsel, The Corporate Executive, and Compensation Standards. Mr. Lynn currently serves as the Chair of the Subcommittee on Securities Registration of the ABA Business Law Section's Federal Regulation of Securities Committee.
Bill Mayer, Park Avenue Equity Partners
In 1999 William E. Mayer formed Park Avenue Equity Partners, which is a private equity firm that invests in middle-market companies. From the fall of 1992 until December 1996, Mr. Mayer was a professor and Dean of the College of Business and Management at the University of Maryland. During his tenure at the University of Maryland, Mr. Mayer organized and led an effort that significantly improved the school’s programs and made it one of the top 25 ranked business schools in the country. From 1991 to 1992, Mr. Mayer served as a professor and Dean of the Simon Graduate School of Business at the University of Rochester. Mr. Mayer worked for The First Boston Corporation (now Credit Suisse), a major investment bank, for 23 years. During his career at First Boston, Mr. Mayer held numerous management positions including President and Chief Executive Officer. Mr. Mayer is currently a board member of the following public companies: DynaVox, BlackRock Kelso and Lee Enterprises, and is a trustee of the Columbia Group of Mutual Funds. Over the past 35 years, he has been a board member of numerous other public and private companies. Mr. Mayer was Chairman of the Aspen Institute from 2000 to 2008 and is currently on its Executive Committee. He is past Chairman of the Board of the University of Maryland, College Park, Maryland and is currently on its Executive Committee. He is also the U.S. Chairman of the British-North American Committee, a board member of the Acumen Fund and Atlantic Council, a member of the Council on Foreign Relations and the U.S. Vietnam Dialogue Group, and Vice Chairman of the Middle East Investment Initiative. Mr. Mayer was a First Lieutenant in the U.S. Air Force. He holds a BS and an MBA from the University of Maryland.
Patrick S. McGurn, Institutional Shareholder Services (ISS)
Patrick S. McGurn serves as an Executive Director at Institutional Shareholder Services (ISS), the world's leading provider of proxy voting services and corporate governance research. ISS, an MSCI brand, recommends votes on ballot issues for more than 40,000 shareholder meetings across 115 markets around the globe. Prior to joining ISS in 1996, Pat was director of the Corporate Governance Service at the Investor Responsibility Research Center (IRRC), a not-for-profit firm that provided governance research to investors. He also served as a private attorney, a congressional staff member and a department head at the Republican National Committee. He is a graduate of Duke University and the Georgetown University Law Center. He is a member of the bar in California, the District of Columbia, Maryland and the U.S. Virgin Islands. Pat serves on the Advisory Board of the National Association of Corporate Directors. Pat is frequently cited by business publications such as The Wall Street Journal and BusinessWeek. He has appeared on ABC World News Tonight, Bloomberg Radio and TV, BBC Radio, CBS Evening News, CNBC, CNN, Marketplace, NBC Nightly News, Nightly Business Report, National Public Radio, Tech TV and ABC's This Week. He is a frequent presenter at conferences.
Judith Miller, Independent Consultant
Judith Miller is an independent consultant who currently serves on the Defense Science Board, the American Bar Association’s Commission on Ethics 20/20, the Beloit College Board of Trustees, the American Law Institute’s Council, and co-chairs the ABA Litigation Section’s Military Pro Bono project, in addition to her service on the Executive Committee of the Atlantic Council. She previously was a Senior Vice President, General Counsel, Secretary and a member of the Board of Directors of the Bechtel Group from January 2006 to January 2010. Prior to joining the Bechtel Group, she was a partner with Williams & Connolly LLP in Washington, D.C. Her practice there included a wide range of complex civil litigation and business-related criminal litigation, corporate and individual officer counseling, internal investigations, as well as issues affecting the defense industry. She returned to the firm in January 2000, after having been the then longest serving General Counsel of the U.S. Department of Defense (1994-99). She is a Yale Law School graduate, and clerked for Associate Justice Potter Stewart and U.S. Court of Appeals Judge Harold Leventhal. Ms. Miller is a past chair (2007-08) of the American Bar Association’s Section of Litigation and served on its Executive Committee and Council. She is also a trustee of the World Affairs Council of Northern California, and has been active on the ABA’s Standing Committee on Law and National Security; the Markle Foundation Task Force on National Security in the Information Age; and the National Academy of Sciences Committee on Science, Security and Prosperity. Ms. Miller is a recipient of the U.S. Department of Defense Medal for Distinguished Public Service and the Bronze Palm to that Medal. She was also awarded an honorary Doctorate of Laws degree by Beloit College, and was the Women’s Bar Association of the District of Columbia 2006 Woman Lawyer of the Year.
J. Steven Patterson, Hunton & Williams LLP
Steve Patterson is a corporate partner in the Washington office of Hunton & Williams LLP and is co-head of the firm’s Corporate Finance and M&A practice group. He has represented boards of directors of public companies in a wide variety of matters, including mergers and acquisitions, corporate restructurings, senior management separations, shareholder activism and strategic defenses. He has extensive experience focusing on public and private securities offerings, securities compliance, mergers and acquisitions transactions, and corporate governance matters for domestic and international clients. He received his undergraduate degree from the University of Arkansas and his law degree from Washington and Lee University School of Law, after which he served as a judicial clerk for the Honorable Ellsworth A. Van Graafeiland of the U.S. Court of Appeals for the Second Circuit. He is a member of the American Bar Association, Business Section, and a member of the Advisory Board for the Georgetown Corporate Counsel Institute. Steve has served as a presenter at several conferences, most recently for the Washington Metropolitan Area Corporate Counsel Association (WMACCA) Corporate Governance Conference on corporate governance for boards of directors.
Cliff Rossi, University of Maryland
Dr. Rossi is an Executive-in-Residence and Tyser Teaching Fellow at the Robert H. Smith School of Business, University of Maryland. Prior to entering academia, Dr. Rossi had nearly 25 years’ experience in banking and government, having held senior executive roles in risk management at several of the largest financial services companies. His most recent position was Managing Director and Chief Risk Officer for Citigroup’s Consumer Lending Group where he was responsible for overseeing the risk of a $300+B global portfolio of mortgage, home equity, student loans and auto loans with 700 employees under his direction. While there he was intimately involved in Citi’s TARP and stress test activities. He also served as Chief Credit Officer at Washington Mutual (WaMu) and as Managing Director and Chief Risk Officer at Countrywide Bank. Previous to these assignments, Dr. Rossi held senior risk management positions at Freddie Mac and Fannie Mae. He started his career during the thrift crisis at the U.S. Treasury’s Office of Domestic Finance and later at the Office of Thrift Supervision working on key policy issues affecting depositories. Dr. Rossi was also an adjunct professor in the Finance Department at the Robert H. Smith School of Business for eight years and has numerous academic and nonacademic articles on banking industry topics. Dr. Rossi is frequently quoted on financial policy issues in major newspapers and has appeared on such programs as C-SPAN’s Washington Journal and CNN’s Situation Room. He is currently writing a book, Fundamentals of Risk Management for John Wiley & Sons, Inc. His policy and research interests include GSE reform, housing finance reform, bank capital issues and implications of Dodd-Frank on banking.
David A. Schwarz, Irell & Manella LLP
David Schwarz is a member of the litigation practice group at Irell & Manella LLP in Los Angeles, California. Although he represents clients in a range of complex commercial disputes, white collar criminal matters, and internal investigations, a primary focus of Mr. Schwarz's practice has been the defense of class actions, with emphasis on securities and shareholder claims against public corporations. Mr. Schwarz's securities litigation practice focuses on parallel proceedings involving SEC enforcement actions and shareholder class actions and derivative claims. He has also defended a wide range of class and collective actions in state and federal court involving alleged overcharge practices, anti-discrimination claims, unfair labor practices, wage and hour disputes, and anti-trust claims. In the area of corporate governance, Mr. Schwarz has extensive experience representing directors, officers, companies and special committees of the board of directors in litigations involving mergers and acquisitions, "going private" transactions, proxy disputes, and fiduciary duty claims. A frequent author on international human rights issues, Mr. Schwarz was appointed in 2001 by President Bush to serve as U.S. Delegate to the United Nations Human Rights Commission. He is also a Trustee of the Washington Institute for Near East Policy. In 2007, Mr. Schwarz was appointed by Governor Arnold Schwarzenegger to the "Little Hoover" Commission on California State Government Organization and Economy. Reappointed by Governor Schwarzenegger in December 2010, Mr. Schwarz currently serves as Vice-Chairman of the Commission.
Lemma Senbet, University of Maryland
Lemma Senbet is the William E. Mayer Chair Professor of Finance and Director of Center for Financial Policy at the Robert H Smith School of Business, University of Maryland. He was chair of the finance department, 1998-2006, and his tenure saw rapid transformation of the department into world class. Professor Senbet's widely cited publications have appeared in the premier journals, such as the Journal of Finance, Review of Financial Studies, Journal of Business, and other leading academic journals. He has received numerous honors and recognitions for his impact on the profession. Professor Senbet has been a director of the American Finance Association and served as President of the Western Finance Association. He is a Fellow of the Financial Management Association International and a member of the Financial Economists Roundtable. Dr. Senbet has advised the World Bank, the IMF, the UN, and other institutions on issues of financial sector reforms and capital market development. He has served as an independent director for The Fortis Funds and currently is an independent director for The Hartford Funds. Dr. Senbet has served on over a dozen editorial boards and is currently the finance area editor for JIBS.
Angela Shortall, Protiviti Inc.
Angela L. Shortall is a Director with Protiviti Inc. in the Litigation, Restructuring & Investigative Services Practice. She has more than 19 years of financial analysis and accounting experience and provides a wide range of consulting services including corporate restructuring services and litigation services to her clients. Ms. Shortall provides services to Restructuring Services to Debtors, Creditors’ Committees, Trustees and other fiduciaries. Her clients have included Adfitech, Inc., the nation's leading outsource mortgage post-funding quality control provider, during their successful Chapter 11 bankruptcy. Ms. Shortall also provides non-bankruptcy consulting services to both commercial and government agency clients, including PBGC, EEOC, financial institutions and mortgage lenders. Ms. Shortall is a Certified Public Accountant and a Certified Insolvency and Restructuring Advisor. In addition, she is a member of several organizations, including the American Bankruptcy Institute, the American Institute of Certified Public Accountants, the International Women’s Insolvency and Restructuring Association, and the Association of Insolvency and Restructuring Advisors where she serves as a Board Member. Ms. Shortall graduated from St. Mary’s College of Maryland with a BA and the University of Pittsburgh with a JD and an MBA.
Robert N. Sloan, Egon Zehnder International
Rob Sloan is a Partner in the New York office and a key member of the Financial Services Practice Group for Egon Zehnder International. He leads the firm’s U.S. C-suite activities in banking and asset management as well as the firm’s Governance and Enterprise Risk Management initiative. Search and executive assessment assignments range from CEO to Governance Infrastructure and Control functions such as CFO, CRO, CCO, CIA and Treasurer. Rob has primary responsibility for several core clients of the firm. Prior to joining Egon Zehnder, Rob spent 16 years in engineering, banking and management. He built and ran the project finance and telecommunications department in the Americas for the Dexia Group, was a director at UBS in debt capital markets and a vice president at Credit Suisse First Boston where he was responsible for project financing and advisory mandates in the Americas. Rob’s prior experience also includes engineering project management for a Boston-based design and construction firm.
David Swinford, Pearl Meyer & Partners
David Swinford is President and CEO of Pearl Meyer & Partners, where he works closely with compensation and governance committees as well as Boards on linking compensation with business strategy, contractual arrangements, and incentive plan design. Mr. Swinford serves on the faculty of the Corporate Directors Institute of the National Association of Corporate Directors and writes and lectures regularly on executive pay and Board governance issues. He holds B.S., M.S. and J.D. degrees from the University of Wisconsin.
Stephen Wallenstein, University of Maryland
Professor Wallenstein is Director of the Directors' Institute and Senior Fellow of Finance at the Robert H. Smith School of Business, the University of Maryland. Wallenstein is a recognized expert in corporate governance and best practices for publicly-traded companies in the U.S. and abroad. Wallenstein spent the past 11 years at Duke University as a faculty member of The Fuqua School of Business and Duke Law School. He founded the Duke Directors’ Education Institute (DEI) in 2002 and established the Duke Global Capital Markets Center (GCMC) in 1998, a collaborative effort between the Fuqua School and Duke Law. Wallenstein was a member of the Board of Directors of CVRD-Inco from 2006 - 2007, and an advisor to the Management Committee of Vale (Brazil) from 2007-2009. He previously spent 15 years as senior counsel and senior investment officer at the International Finance Corporation in Washington, D.C. becoming a recognized expert on emerging markets. He also taught at American University, University of Denver College of Law, and in Brazil at the Catholic University in Rio de Janeiro and Fundacao Getulio Vargas.