Proxy Voting Roundtable

Panel 1 Biographies

Frederick H. Alexander

Counsel, Morris, Nichols, Arsht & Tunnell, LLP and Advisor for Legal Policy, B-Lab

Frederick H. Alexander is a member of Morris, Nichols, Arsht & Tunnell's corporate counseling group, which provides advice on corporate governance and transactions, including mergers and acquisitions, capital raising, and corporate control contests. He currently serves as co-chair of the American Bar Association's Task Force on Two Step Mergers and on the Advisory Committee for the Securities Regulation Institute.

Chris Cernich

Managing Director, M&A and Contested Elections, and Deputy Director of Global Research, Institutional Shareholder Services

Before joining ISS, Chris Cernich was director of Mergers and Acquisitions and Quantitative Analysis at Proxy Governance, Inc. His previous management experience includes eight years in corporate finance and strategy at Ford Motor Company. He is the chief author of two studies sponsored by the IRRC Institute, "The Effectiveness of Hybrid Boards" and "Compensation Peer Groups at Companies With High Pay." Mr. Cernich has an MBA in finance and strategy and a PhD in American literature, both from the University of Michigan.

Lisa M. Fairfax

Leroy Sorenson Merrifield Research Professor of Law, The George Washington University Law School

Lisa M. Fairfax teaches courses on corporations, securities regulation, shareholder activism, and contracts and is the author of "Shareholder Democracy: A Primer on Shareholder Activism and Participation." Before joining the GW Law faculty, she was a law professor and director of the business law program at the University of Maryland School of Law. She previously practiced corporate and securities law with the Boston and Washington offices of the law firm of Ropes & Gray. Professor Fairfax graduated with honors from Harvard College and Harvard Law School.

Bruce H. Goldfarb

President and Chief Executive Officer, Okapi Partners

Bruce H. Goldfarb is a founder of proxy solicitation and investor response firm Okapi Partners and works with corporate and mutual fund clients and third party investor and shareholder groups, including private equity sponsors and hedge funds. He previously was the senior managing director and general counsel of Georgeson Inc., now a subsidiary of Computershare Limited, and headed the Global M&A Advisory Group. Before entering the proxy solicitation business, Bruce was a senior vice president at Scudder, Stevens & Clark, now part of Deutsche Asset Management, and practiced corporate law at Cravath, Swaine & Moore. He is a graduate of the University of Pennsylvania and Columbia University School of Law.

David A. Katz

Partner, Wachtell, Lipton, Rosen & Katz LLP

David A. Katz is a corporate attorney who focuses on mergers and acquisitions, shareholder activism, and securities transactions. He also counsels boards and board committees on corporate governance and crisis management. He is an adjunct professor at New York University School of Law, a senior professional fellow at New York University Center for Law and Business, and an adjunct professor at Vanderbilt University Law School. Mr. Katz is a member of the American Bar Association Section on Business Law and co-chairs the Committee on Mergers and Acquisitions Task Force on the Dictionary of M&A Terms. He is a graduate of Brandeis University and New York University School of Law.

Michelle Lowry, Ph.D.

TD Bank Endowed Professor, LeBow College of Business, Drexel University

Michelle Lowry is the TD Bank professor of finance at Drexel University. Her research on empirical corporate finance is focused on corporate governance, shareholder voting, IPOs and mergers, and her articles have appeared in the Journal of Financial Economics, Review of Financial Studies, Journal of Finance, and the Journal of Accounting and Economics. She currently serves as an associate editor of the Journal of Financial Economics and recently completed a term as an associate editor of the Review of Financial Studies. Before joining Drexel, she was on the faculty at Penn State University. She received her PhD from the University of Rochester.

Charles Penner

Partner, Chief Legal Officer, JANA Partners LLC

Charles Penner joined JANA in 2005 and is responsible for legal and communications strategy for activist investments. He previously was a senior associate at Schulte Roth & Zabel focusing on mergers and acquisitions and corporate control contests, including proxy contests. He also was an M&A associate in the business development group at General Electric and an associate at Cravath, Swaine & Moore. Before law school, he was deputy communications director for U.S. Senator Max Baucus (D-Mont.), a communications aide for U.S. Senator Barbara A. Mikulski (D-Md.), and a White House intern. He has a law degree from the University of Pennsylvania Law School and a bachelor's degree from Miami University.

Anne Simpson

Senior Portfolio Manager and Director of Global Governance, CalPERS

Anne Simpson heads the corporate governance program at CalPERS, the largest public pension system in the U.S. with approximately $300 billion in global assets. The governance program includes shareholder engagement with companies, global proxy voting, and legal and regulatory reform. Anne also leads a CalPERS sustainability project to integrate environmental, social, and governance factors across the total fund. She is an advisory board member at Columbia Law School's Center for Global Markets and a director of the Council of Institutional Investors, which she represents on the International Financial Reporting Standards Advisory Council.

Sarah B. Teslik

Senior Vice President - Communications, Public Affairs and Governance, Apache Corporation

Sarah B. Teslik was promoted to her current position in May 2014. She started at Apache Corporation in October 2006 as senior vice president, policy and governance. Before that, she was chief executive officer of the Certified Financial Planner Board of Standards, Inc., and she served as executive director of the Council of Institutional Investors from July 1988 to October 2004. Ms. Teslik holds a bachelor's degree from Whitman College, a master's degree from Oxford University, and a law degree from Georgetown University.

Steve Wolosky

Partner, Olshan Frome & Wolosky

Steve Wolosky has headed Olshan's activist and equity investment practice for more than 20 years. He advises clients in negotiating mergers and acquisitions and hostile takeovers of public companies, and counsels corporate clients on corporate planning and structuring, corporate governance, and public company compliance matters. He has led more than 300 proxy contests and represented Starboard Value in its 2014 proxy contest challenge of Darden Restaurants, Inc. Mr. Wolosky has a bachelor's degree from Brooklyn College of the City University of New York and a law degree from Benjamin N. Cardozo School of Law.