Corporate Governance Committee Dual Class Stock CLE Speaker Bios The Honorable Myron T. Steele Chief Justice, Delaware Supreme Court Frederick H. Alexander Partner, Morris, Nichols, Arsht & Tunnell LLP Stephen L. Brown Senior Director of Corporate Governance & Associate General Counsel,TIAA-CREF Christianna Wood Former Chair, International Corporate Governance Network; Director H&R Block Spencer G. Smul Sr. Vice President, Deputy General Counsel & Secretary, The Estée Lauder Companies Inc. Janice Hester-Amey Portfolio Manager, CalSTRS
Chief Justice Myron T. Steele Supreme Court of Delaware 57 The Green, Dover, DE 19901 302.739.4214 myron.steele@state.de.us Hon. Myron T. Steele is the Chief Justice of the Supreme Court of Delaware. Previously, he served as a Vice Chancellor of the Delaware Court of Chancery. He has presided over major corporate litigation, LLC and limited partner governance disputes and writes frequently on issues of corporate document interpretation and corporate governance. Chief Justice Steele has published over 400 opinions resolving disputes among members of limited liability companies, and limited partnerships, and between shareholders and management of both publicly traded and close corporations. He speaks and writes frequently on issues of corporate document interpretation and corporate governance. His thesis for the LL.M. degree, Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies, focused on the application of common law fiduciary duties within the contractual framework of alternative business organizations. It was published in the Delaware Journal of Corporate Law (32 DEL. J. CORP. L. 1 (2007)). The November 2005 issue of The Business Lawyer included an article he co-authored with Sean J. Griffith entitled On Corporate Law Federalism: Threatening the Thaumatrope (61 BUS. LAW. 1 (2005)). He coauthored an article with J.W. Verret entitled Delaware s Guidance: Ensuring Equity for the Modern Witenagemot published in the Fall 2007 issue of the Virginia Law & Business Review (2 VA. L. & BUS. REV. 188 (2007)). That article formed the basis for a keynote speech to the Business Law Section at the 2007 ABA Annual Meeting. He continues to serve as judicial advisor to the Mergers and Acquisitions Committee of the ABA Business Law Section. He also co-authored an article entitled Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies (Am. Bus. L. J. 221 (Summer 2009)). Chief Justice Steele serves as Adjunct Professor of Law at University of Pennsylvania Law School, University of Virginia Law School, and Pepperdine University Law School. The Directorship Magazine ranked Chief Justice Steele as one of the 100 most influential people in corporate governance in the United States. Ethisphere Magazine ranked Chief Justice Steele second in its list of the 100 Most Influential People in Business Ethics for 2007. Lawdragon Magazine has consistently placed Chief Justice Steele among its annual Lawdragon 500 Leading Lawyers in America and Top Judges in America. He currently serves as President Elect of the Conference of Chief Justices of the United States and will serve as President effective August 2012.
Frederick H. Alexander Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19801 (302) 351-9228 falexander@mnat.com Frederick H. Alexander is Chair of the firm s Executive Committee and a member of the Corporate Counseling Group of Morris, Nichols, Arsht & Tunnell LLP, which specializes in providing advice on corporate governance and transactions, including mergers and acquisitions, capital raising and corporate control contests. Mr. Alexander s work often involves counseling boards of directors and board committees, including special committees of directors appointed to negotiate mergers or other significant transactions. He also provides formal legal opinions on issues involving Delaware corporate law and related matters. Mr. Alexander received his J.D., magna cum laude, from the Georgetown University Law Center in 1988. He completed his undergraduate education at University of Maryland, receiving a B.A. in 1985. Mr. Alexander formerly chaired the Council of the Corporation Law Section of the Delaware State Bar Association and the General Review Task Force of the ABA Committee on Corporate Laws. He currently serves as Co-Chair of the ABA Task Force on Two Step Mergers, and is a member of the ABA Task Force on Shareholder Proposals and the Planning Committee for the Tulane Corporate Law Institute. Mr. Alexander was selected by Best Lawyers as 2012 Delaware Corporate Law Lawyer of the Year and 2011 Delaware Mergers & Acquisitions Lawyer of the Year. He is named as one of the 500 leading lawyers in the United States by the Lawdragon guide, and is listed in the top category for Delaware Corporate/M&A lawyers Chambers USA: America s Leading Lawyers for
Business. In 2012, Mr. Alexander was named as one of the ten most highly regarded corporate governance lawyers worldwide by The International Who s Who of Corporate Governance Lawyers. He is the co-author of The Delaware Corporation; Legal Aspects of Organization and Operation 1-4th C.P.S. (BNA 2010) and has written numerous articles, including The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution (Corporate Counsel Weekly 2011); Responding to Unsolicited Takeover Offers (Conference Board 2009), Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist Bylaws (Delaware Journal of Corporate Law, 2008); and An Optimal Mix of Clarity and Flexibility (Delaware Lawyer Spring 2008). 2402585
Stephen L. Brown Stephen L. Brown serves as Senior Director of Corporate Governance and Associate General Counsel for TIAA-CREF, a full-service financial services group of companies with over $487 billion assets under management (as of 3/31/2012). On behalf of the boards of the TIAA-CREF group of companies, Mr. Brown and his colleagues in the Corporate Governance Group work to enhance the governance of companies held within TIAA-CREF s investment portfolios with the objective of increasing shareholder value and improving long term performance of targeted companies. Additionally, Mr. Brown advises management and the boards of the TIAA- CREF group of companies on internal corporate governance matters. In 2011, Mr. Brown was named by the National Association of Corporate Directors as one of the 100 most influential people in corporate governance and the boardroom. In 2009, Mr. Brown was named as one of 10 global Rising Stars of Corporate Governance by the Yale School of Management s Millstein Center for Corporate Governance and Performance. Prior to joining TIAA-CREF, Mr. Brown practiced corporate and securities law with Wilmer, Cutler, Pickering, Hale and Dorr, LLP and Skadden, Arps, Slate, Meagher and Flom, LLP in New York City. At both firms, Mr. Brown represented industrial companies, investment advisers, hedge funds, private equity funds, and mutual fund complexes. Additionally, he represented Fortune 500 corporations, boards of directors and executives in a variety of securities enforcement matters and corporate internal investigations. Prior to practicing law, Mr. Brown was a financial analyst with Goldman Sachs. Mr. Brown is an adjunct professor at Yale University and City College of New York. Mr. Brown s pro bono practice has included advising several New York City charter schools and economic development organizations. He is currently an elected member and President of the Englewood, N.J. Public School Board and has served on the boards of the Queens Economic Development Corporation, Harlem Renaissance Economic
Development Corporation and the Public Interest Law Foundation at Columbia University Law School. Mr. Brown received his B.A. from Yale University and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar and an Olin Law & Economics Junior Fellow.
Ms. Christy Wood Christianna Wood, CFA, CAIA Christianna ( Christy ) has over 30 years of experience managing institutional capital on a global basis in traditional and alternative asset classes. Most recently, Christy was the Chairman of the Board of Governors of the International Corporate Governance Network, and very active in global corporate governance in engaging accounting standard setters, federal regulators and corporate boards on behalf of institutional investors. The International Corporate Governance Network is a global corporate governance membership body of international investors representing US $18 trillion in assets under management. Previously, Christy was the CEO of Capital Z Asset Management, the largest dedicated sponsor of hedge funds, having sponsored 17 hedge funds totalling almost $7 billion. Ms. Wood was also the Senior Investment Officer for the Global Equity unit of the California Public Employees Retirement System (CalPERS), where she was responsible for over $150 billion in assets. Ms Wood has an MBA in Finance from NYU, and BA degree in Economics cum laude from Vassar College. She also attended the London School of Economics and University College, London. She is a Chartered Financial Analyst and a Chartered Alternative Investment Analyst. Christy is also on the Boards of the H&R Block Corporation, one of the world s largest tax preparers, and the International Securities Exchange, a leading U.S. options exchange. Ms Wood is a Trustee of Vassar College, serves on the Investment, Audit, Budget and Finance Committees and is Chairman of the Vassar College Trustee Investor Responsibility Committee. Previously, Christy has served on the boards of numerous hedge funds and private companies. Christy has been on the Board of the International Corporate Governance Network and Chairman from 2009 to 2012. Ms. Wood is also a member of the Board of the Global Reporting Initiative, an Amsterdam-based global non-profit promoting an economic, environmental and social sustainability reporting framework. She is also a member of the Board of the International Integrated Reporting Council, a Londonbased non-profit promoting a global reporting framework which integrates financial and non-financial information. Previously, she was a member of the Consultative Advisory Group of the International Auditing and Assurance Standards Board (IAASB), the Standing Advisory Group of the Public Company Accounting Oversight Board (PCAOB) and the User Advisory Group of the Financial Accounting Standards Board (FASB).
Spencer G. Smul Mr. Smul is Senior Vice President, Deputy General Counsel and Secretary of The Estée Lauder Companies Inc. In addition to his responsibilities relating to the stockholders, the Board of Directors, the Audit Committee, the Compensation Committee, the Stock Plan Subcommittee and the Nominating and Board Affairs Committee, he is a member of numerous management-level committees, including the Company s Executive Management Group, Fiduciary Investment Committee, the Organizational Alignment Steering Committee and the Pricing Steering Committee. He is Chairman of the Company s Disclosure Committee. He is also a member of the Senior Leadership Team in the Legal Department where he leads the Corporate, M&A and Board Affairs Group, which is responsible for, among other things, the legal matters related to acquisitions, divestitures, securities law compliance and other finance matters, environmental, health and safety, global supply chain, global information systems, real estate and retail store development. Mr. Smul is the Finance Manager for the Legal Department where he leads the Department s budgeting, electronic invoicing and matter management efforts. He also works closely with the General Counsel on the development and implementation of the Department s longterm strategic plan. Mr. Smul has been a member of the Society of Corporate Secretaries and Governance Professionals, Inc. since joining The Estée Lauder Companies Inc. after its initial public offering in 1995. From 2008 to July 2012, he was a member of the Board of the Society, including the Audit and Finance Committee (2010 to 2012) and Executive Steering Committee (2009 to 2010). In July 2012, he will become Treasurer of the Society. Mr. Smul is also a member of the Advisory Committee of the Society s New York Chapter (since 2004) and was a member of the Chapter s Fall Conference Committees from 2004 to 2009. From June 2005 through June 2009, he served one year each as the Chapter s Secretary, Treasurer, Vice President and Program Chair and President. Prior to joining The Estée Lauder Companies, Mr. Smul was an Associate at Weil, Gotshal & Manges LLP. He is a graduate of Stanford Law School and Vassar College. T:\Corp\SGS Bio 2012.docx
Janice Hester Amey, Portfolio Manager CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM BIOGRAPHY Janice Hester Amey is a Portfolio Manager in the Corporate Governance unit at the California State Teachers' Retirement System (CalSTRS). Janice has had a long tenure in the fiduciary investments field and now has over 30 years of experience, both in the public funds sector and the commercial sector. CalSTRS is a public pension fund established for the benefit of the California public school teachers over 80 years ago. CalSTRS serves over 800,000 members, retirees and beneficiaries. CalSTRS is a defined benefit plan. The California State Teachers' Retirement System has a portfolio valued at $152 billion as of May, 2012. Corporate Governance represents about $4 billion of these assets. The remainder is allocated to fixed income, global equities, real estate, and alternative investments. Janice is responsible for the day-to-day management and the development of policies and guidelines relative to the activist investment managers and corporate governance. Janice is a frequent speaker and writer on corporate governance and investment issues. CalSTRS Corporate Governance guidelines and most recent fiscal year domestic proxy votes can be found on the fund s web site at www.calstrs.com.
Corporate Governance Committee Dual Class Stock CLE Reference Articles The Two-Edged Sword of Dual-Class Shares The Wall Street Journal, August 19, 2011 Zynga s IPO Gives Founder Mark Pincus a Stock Class All His Own The Daily Beast, December 14, 2011 Zuckerberg s Control Over 57% of Facebook May Present Risk to Shareholders Bloomberg, February 2, 2012