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AMY BILBIJA<br />
Firm: MacKenzie Partners<br />
Title: Senior Vice President<br />
Address: Palo Al<strong>to</strong>, CA<br />
Phone: (650) 798-5206 / (212) 929-5802<br />
Fax: (212) 929-0308<br />
Email: abilbija@mackenziepartners.com<br />
PROFILE:<br />
Amy Bilbija is a Senior Vice President at MacKenzie Partners, a leading full-service proxy<br />
solicitation, inves<strong>to</strong>r relations and corporate governance consulting firm. MacKenzie Partners<br />
specializes in mergers and acquisitions and contested situations, as well as complex corporate<br />
governance matters, with offices in New York City, California, and London. Amy is primarily<br />
responsible for <strong>all</strong> West Coast operations from the firm’s Palo Al<strong>to</strong> office and focuses on proxy<br />
contests, mergers and acquisitions, and corporate governance consulting, including assisting<br />
clients with designing and drafting equity compensation plans consistent with institutional inves<strong>to</strong>r<br />
and advisory firm policies. Prior <strong>to</strong> joining MacKenzie eight years ago, she was Senior Counsel<br />
at the New York S<strong>to</strong>ck Exchange w<strong>here</strong> she provided legal and corporate governance advisory<br />
services <strong>to</strong> both the domestic and international listings departments.<br />
EDUCATION:<br />
Ms. Bilbija has a J.D. from New York Law School and an M.B.A., M.S. and B.A. from the<br />
University of Miami.
MARK A. BORGES<br />
Firm: Compensia, Inc.<br />
Title: Principal<br />
Address: 770 Tamalpais Drive, Suite 207<br />
Corte Madera, California 94925<br />
Phone: (415) 462-2995<br />
Fax: (415) 462-8935<br />
Email: mborges@compensia.com<br />
PROFILE:<br />
Mark A. Borges is a Principal with Compensia, Inc., a management consulting firm providing<br />
executive compensation advisory services <strong>to</strong> compensation committees and senior management<br />
of knowledge-based companies. From April 2003 until September 2007, he was a principal for<br />
Mercer in the firm’s Washing<strong>to</strong>n Resource Group in Washing<strong>to</strong>n, DC. Previously, Mr. Borges was<br />
a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United<br />
States Securities and Exchange Commission. Before that, he was General Counsel for<br />
ShareData, Inc. Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper)<br />
from 1987 <strong>to</strong> 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 <strong>to</strong> 1987.<br />
From 1981 <strong>to</strong> 1982, he served as law clerk <strong>to</strong> the Honorable Marion T. Bennett of the United<br />
States Court of Claims in Washing<strong>to</strong>n, DC.<br />
Mr. Borges is the author of SEC Executive Compensation Disclosure Rules, first published in<br />
June 2008 by the American Bar Association, and a co-author of the Lynn, Borges & Romanek<br />
Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct<br />
Professor at the George<strong>to</strong>wn University Law Center, teaching a course of the securities law<br />
aspects of executive compensation.<br />
A California native, Mr. Borges graduated from Humboldt State University in 1976. He received<br />
his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University<br />
in 1981. He is a member of the American Bar Association.
ERIC BRIELMANN<br />
Firm: Joele Frank, Wilkinson Brimmer Katcher<br />
Title: Partner<br />
Address: 622 Third Avenue, 36th Floor<br />
New York, NY 10017<br />
Phone: (212) 895-8647<br />
Email:<br />
ebrielmann@joelefrank.com<br />
PROFILE:<br />
Eric Brielmann provides strategic communications advice and media relations support <strong>to</strong> clients<br />
involved in special situations, including M&A transactions, complex litigation, management changes,<br />
shareholder activism, regula<strong>to</strong>ry investigations, and earnings restatements.<br />
Mr. Brielmann has represented a number of companies involved in unsolicited transactions and proxy<br />
contests, including: Microsoft (unsolicited acquisition proposal for Yahoo!); Electronic Arts (unsolicited<br />
acquisition proposal for Take-Two); United Technologies (unsolicited acquisition proposal for Diebold);<br />
PeopleSoft (defense against Oracle’s hostile takeover); Public S<strong>to</strong>rage (unsolicited acquisition of<br />
Shurgard S<strong>to</strong>rage Centers); Express Scripts (unsolicited offer <strong>to</strong> acquire Caremark); Longview Fibre<br />
(unsolicited acquisition by Obsidian Finance/Campbell Group); Computer Horizons (defense against<br />
dissident shareholder); Atlantic Coast Airlines (defense against Mesa Air Group’s consent solicitation);<br />
and Post Properties (defense against a proxy contest by the company’s founder).<br />
Mr. Brielmann’s friendly M&A experience includes: Merck (merger with Schering-Plough); Electronic<br />
Arts (acquisition of Playfish); SIRIUS (merger with XM); Life Technologies (merger with Applied<br />
Biosystems); Electricité de France (EDF) (investment in Constellation Energy Nuclear Group); Cisco<br />
(acquisition of Scientific-Atlanta); Basic Element, a multi-billion dollar Russian diversified holding<br />
company (strategic investment in Magna International); Saucony (acquisition by Stride Rite); Catter<strong>to</strong>n<br />
Partners with its sale of Frédéric Fekkai <strong>to</strong> Proc<strong>to</strong>r & Gamble; Ceridian (acquisition by THL<br />
Partners/FNF); and Hous<strong>to</strong>n Exploration (acquisition by Forest Oil).<br />
Mr. Brielmann also advises clients on communications issues regarding litigation and crisis situations,<br />
including: Spectranetics (investigation by the FDA and ICE); ADVO (legal defense against Valassis);<br />
and Ceridian (legal defense against a dissident shareholder). Mr. Brielmann also served as a media<br />
advisor and spokesman for NTP, an intellectual property firm that successfully litigated its claims<br />
against BlackBerry-maker Research In Motion resulting in a $612.5 million settlement.<br />
Previously, Mr. Brielmann worked for Vice President Al Gore’s 2000 presidential campaign, first<br />
as Executive Assistant <strong>to</strong> the General Chairman and later for the vice presidential candidate, and<br />
spent a month in Florida participating in the 2000 election recount.<br />
Mr. Brielmann has provided pro bono public relations counsel <strong>to</strong> the Hetrick-Martin Institute,<br />
home of the Harvey Milk High School, when HMI was preparing <strong>to</strong> launch its new, publicly-funded<br />
New York City high school. Mr. Brielmann received a B.A. from the University at Albany and an<br />
MSc from the London School of Economics.
SCOTT M. DAVIES<br />
Firm: Illumina, Inc.<br />
Title: Senior Securities and Corporate Transactions Counsel<br />
Address: 9885 Towne Centre Drive<br />
San Diego, CA 92121<br />
Phone: (858) 882-6813<br />
Fax: (858) 202-4599<br />
Email: sdavies@illumina.com<br />
PROFILE:<br />
Scott Davies is Senior Securities and Corporate Transactions Counsel for Illumina, Inc. He has<br />
nearly 15 years of experience managing securities, capital markets, and M&A transactions and<br />
advising senior management and boards of direc<strong>to</strong>rs on strategic matters, SEC disclosures, and<br />
corporate governance. Prior <strong>to</strong> Illumina, Mr. Davies was Of Counsel with Gibson, Dunn &<br />
Crutcher LLP, having worked for 10 years in Gibson Dunn’s Los Angeles, Denver, and London<br />
offices. Mr. Davies also worked for two years in London with Allen & Overy LLP.<br />
EDUCATION:<br />
J.D., Cornell University (1997)<br />
B.A., Brigham Young University (1994)<br />
BAR QUALIFICATIONS:<br />
New York<br />
California<br />
Colorado
JOSHUA S. FORGIONE<br />
Firm: Ernst & Young LLP<br />
Title: Partner, Assurance Services<br />
Address: 1101 New York Avenue, N.W<br />
Washing<strong>to</strong>n, DC 20005<br />
Phone: (202) 327-6073<br />
Fax: (866) 365-5320<br />
Email: josh.forgione@ey.com<br />
PROFILE:<br />
Josh Forgione is a partner in Ernst & Young’s US Professional Practice Department and is based<br />
in Washing<strong>to</strong>n, DC. Josh joined Ernst & Young after serving over 6 years on the staff of the<br />
Securities and Exchange Commission (SEC). Josh consults regularly with the SEC staff <strong>to</strong><br />
resolve issues involving financial accounting and disclosure matters and the interpretation and<br />
application of SEC rules and regulations.<br />
Prior <strong>to</strong> being admitted as a partner <strong>to</strong> Ernst & Young, Josh served as an Associate Chief<br />
Accountant in the SEC’s Office of the Chief Accountant. Here, Josh served as a subject matter<br />
specialist for accounting matters in the areas of business combinations, consolidations, debt and<br />
equity, leasing and revenue recognition and the consideration of the materiality of financial<br />
statement errors. These responsibilities included following the activities of various professional<br />
accounting standard setting bodies both within the United States and internation<strong>all</strong>y,<br />
consultations with registrants on accounting and reporting matters, and participation in the<br />
development of the Commission’s and other standard setting bodies’ rule proposals.<br />
Josh earned a Bachelors of Science degree in Accounting from George Mason University. He is<br />
a Certified Public Accountant in Washing<strong>to</strong>n, DC and a member of the American Institute of<br />
Certified Public Accountants.
DIVAKAR GUPTA<br />
Firm: Latham & Watkins LLP<br />
Title: Partner<br />
Address: 12636 High Bluff Drive, Suite 400<br />
San Diego, CA 92130<br />
Phone: (858) 523-5433<br />
Fax: (858) 523-5450<br />
Email: divakar.gupta@lw.com<br />
PROFILE:<br />
Div Gupta is a corporate partner in Latham & Watkins' North County San Diego office. Mr.<br />
Gupta's practice focuses on the representation of public and private emerging growth companies,<br />
including Ambrx, Inc., ActivX Biosciences, Kyorin Pharmaceutical Co., Ltd., InterMune, Inc. and<br />
DJO Incorporated and investment banking firms, such as Citigroup Global Markets, Jefferies &<br />
Company, Inc., JPMorgan, Piper Jaffray & Co. and BankofAmerica Merrill Lynch. He has handled<br />
a variety of significant business transactions, including public offerings of equity as well as<br />
convertible and high yield debt, venture capital financings and mergers and acquisitions. Mr.<br />
Gupta also advises a number of private companies as well as public companies on securities and<br />
general corporate matters.<br />
EDUCATION:<br />
JD, Harvard Law School, 2000<br />
BS, Yale University, 1997<br />
BAR QUALIFICATIONS:<br />
California<br />
New York
JEFF HARTLIN<br />
Firm:<br />
Title:<br />
Address:<br />
Paul, Hastings, Janofsky & Walker LLP<br />
Partner, Corporate Department<br />
4747 Executive Drive, 12th Floor<br />
San Diego, CA 92121<br />
Phone: (858) 458-3022<br />
Email:<br />
jeffhartlin@paulhastings.com<br />
PROFILE:<br />
Jeff Hartlin is a partner in the Corporate practice of Paul Hastings and a member of the firm’s<br />
Securities & Capital Markets and Mergers & Acquisitions practice groups. He is resident in the<br />
firm’s San Diego and Palo Al<strong>to</strong> offices.<br />
Mr. Hartlin concentrates his practice in securities, M&A and corporate law and has represented<br />
public and private companies in the biotechnology, semiconduc<strong>to</strong>r, software and financial<br />
industries. His experience in <strong>all</strong> aspects of the capital formation process includes representing<br />
issuers, underwriters, venture capital firms and placement agents in private placements, PIPEs,<br />
debt financings, Rule 144A transactions, reverse mergers, Regulation S offerings and primary<br />
and secondary registered public offerings, including IPOs, registered directs, at-the-market<br />
offerings and rights offerings. Mr. Hartlin represents Nasdaq, NYSE, NYSE Amex and OTCtraded<br />
companies with their periodic reporting requirements and listing qualification issues. He<br />
regularly advises boards of direc<strong>to</strong>rs and management of public and private companies regarding<br />
corporate governance issues, including the Sarbanes-Oxley Act and the Dodd-Frank Act.<br />
In addition, Mr. Hartlin frequently represents buyers, sellers and strategic partners in M&A and<br />
joint venture transactions. He has a particular expertise in public-<strong>to</strong>-public acquisitions and in<br />
defending companies against hostile takeovers. Most recently, Mr. Hartlin represented Samsung<br />
in the proposed $1.375 billion sale of its hard disk drive division <strong>to</strong> Seagate Technology<br />
announced last month.<br />
Mr. Hartlin received a J.D. from the University of Virginia School of Law in 2001, w<strong>here</strong> he was<br />
edi<strong>to</strong>r-in-chief of the Virginia Tax Review. He is a member of the California State Bar Association<br />
and the committee on federal regulation of securities of the American Bar Association. Mr. Hartlin<br />
also serves as a member of the Board of Direc<strong>to</strong>rs of the National Kidney Foundation, Northern<br />
California.
JASON L. KENT<br />
Firm: Cooley LLP<br />
Title: Partner<br />
Address: 4401 Eastgate M<strong>all</strong><br />
San Diego, CA 92121<br />
Phone: (858) 550-6044<br />
Fax: (858) 550-6420<br />
Email: jkent@cooley.com<br />
PROFILE:<br />
Jason L. Kent is a partner in the Emerging Companies and Securities Regulation practice groups<br />
and a member of the Cooley Business department. He joined the Firm in June 2000 and is<br />
resident in the San Diego office. The Firm's San Diego office was recently named the #1 firm in<br />
San Diego as ranked by area corporate board members, according <strong>to</strong> Corporate Board Member<br />
magazine.<br />
Mr. Kent represents private and public companies in a wide range of corporate and securities<br />
matters, including private financings, public offerings, mergers and acquisitions, tender offers,<br />
joint ventures, corporate governance matters, and employment and compensation arrangements.<br />
He also advises venture capital and private equity funds in connection with financings and other<br />
transactions. Mr. Kent is counsel <strong>to</strong> companies in diverse industries, including biotechnology,<br />
medical device, wireless, semiconduc<strong>to</strong>r, retail, software and internet. His clients range from<br />
start-ups <strong>to</strong> public companies with hundreds of millions of dollars in annual revenues.<br />
Mr. Kent received a J.D. (Order of the Coif), from Stanford Law School in 1998. He completed a<br />
B.A., summa cum laude, in Economics and Accounting from Claremont McKenna College in<br />
1995.<br />
Mr. Kent is a member of the State Bar of California, the American Bar Association and the San<br />
Diego County Bar Association.<br />
EDUCATION:<br />
Stanford Law School<br />
JD, 1998, Order of the Coif<br />
Claremont McKenna College<br />
BA Economics and Accounting, 1995, summa cum laude<br />
BAR QUALIFICATIONS:<br />
California
DANIEL G. KLEEBURG<br />
Firm: Ernst & Young LLP<br />
Title: Partner, Assurance and Advisory Business Services<br />
Address: 4370 La Jolla Village Drive, Suite 500<br />
San Diego, CA 92122<br />
Phone: (858) 535-7200<br />
Fax: (866) 365-5104<br />
Email: daniel.kleeburg@ey.com<br />
PROFILE:<br />
Dan is an assurance partner in the San Diego Office with 25 years of experience serving high<br />
growth public and venture backed clients in the life sciences, medical device and technology<br />
industries. Dan serves as the coordinating partner on Isis, Optimer, Orexigen and Trius. He has<br />
also served as coordinating partner on the following companies: Amylin, Dexcom, Illumina and<br />
Verenium.<br />
In addition <strong>to</strong> his experience coordinating audits, Dan has extensive experience assisting his<br />
clients in acquisitions, public s<strong>to</strong>ck offerings, debt registrations, and a variety of other ’33 Act<br />
filings and numerous ’34 Act filings.<br />
Dan received a B.A. in Business Economics from the University of California at Santa Barbara in<br />
1986. He is a Certified Public Accountant and a member of the American Institute of Certified<br />
Public Accountants and the California Society of Certified Public Accountants.<br />
Throughout his career, Dan has been an active member in various industry groups within San<br />
Diego, including Connect and Biocom. He is currently a member of the Executive Committee of<br />
Biocom’s Board of Direc<strong>to</strong>rs. He has been a member of EY’s Global Life Sciences Council and is<br />
on EY’s National Engagement Workload and Quality Task Force.
CHRISTY LILLQUIST<br />
Firm:<br />
Title:<br />
Visa<br />
Senior Governance Counsel and Assistant Secretary<br />
Phone: (650) 432-8688<br />
Email:<br />
clillqui@visa.com<br />
PROFILE:<br />
Christy Lillquist is Senior Governance Counsel and Assistant Secretary at Visa w<strong>here</strong> she<br />
advises on corporate governance matters, including the proxy statement for the annual meeting.<br />
Prior <strong>to</strong> joining Visa, Ms. Lillquist worked as Direc<strong>to</strong>r, Corporate Affairs at NVIDIA Corporation<br />
w<strong>here</strong> she was responsible for variety of corporate matters including corporate governance,<br />
disclosure and securities issues, and equity compensation issues. Ms. Lillquist formerly practiced<br />
as a senior corporate associate at Pillsbury Winthrop Shaw Pitman. She received her law degree<br />
from the University of Virginia and her bachelor’s degree from the College of William and Mary.
BRIAN P. LYNCH<br />
Firm:<br />
Title:<br />
Address:<br />
C<strong>all</strong>away Golf Company<br />
Vice President and Corporate Secretary<br />
2180 Rutherford Road<br />
Carlsbad, CA 92008-7328<br />
Phone: (760) 804-4056<br />
Email: brianl@c<strong>all</strong>awaygolf.com<br />
PROFILE:<br />
Brian Lynch is the Vice President and Corporate Secretary for C<strong>all</strong>away Golf Company in<br />
Carlsbad, CA. He has over 20 years of experience in legal, strategic, operational, and<br />
administrative functions of private and public business entities. At C<strong>all</strong>away Golf, Mr. Lynch<br />
advises the Board of Direc<strong>to</strong>rs and senior management on strategic matters, acquisitions and<br />
other corporate transactions, corporate governance, securities law and administration, inves<strong>to</strong>r<br />
relations, and executive compensation matters, He is a member of the California, New Jersey,<br />
Pennsylvania, and Texas bars.
DOUG REGNIER<br />
Firm: Ernst & Young<br />
Title: Assurance Partner<br />
Address: 4370 La Jolla Village Drive, Suite 500<br />
San Diego, CA 92122<br />
Phone: (858) 535-7210<br />
eFax: (866) 355-1224<br />
Email: douglas.regnier@ey.com<br />
PROFILE:<br />
Career Highlights<br />
Doug Regnier has 27 years of experience in public accounting. He is the Clean Technology<br />
leader for the San Diego market. Doug was previously the Strategic Growth Markets Leader for<br />
the Gulf Coast Area and the Venture Capital Advisory Group Leader for the Southwest Area. He<br />
has extensive experience serving a wide range of size of companies in the biotechnology,<br />
technology, cleantech, distribution, manufacturing, and service industries. He has extensive SEC<br />
experience and experience working with rapidly growing, multi-national companies, including<br />
initial and secondary public offerings.<br />
Experience<br />
• Biotech and Life Sciences experience includes coordinating partner for Alphatech Spine,<br />
Anadys, CareFusion, and Illumina.<br />
• Significant experience with multi-national clients such as CareFusion (a $4 billion medical<br />
device company) SYSCO (a $23 billion food distribution company), Integrated Electrical<br />
Services (a $1.5 billion electrical contracting company), Metamore Worldwide (a $1.5<br />
billion temporary services company), DJO Incorporated (a $1 billion medical device<br />
manufacturing and distribution company)<br />
• Significant experience related <strong>to</strong> SEC filings and registrations, including initial public<br />
offerings, secondary offerings, and debt offerings.<br />
• In depth experience with complex accounting and auditing matters such as revenue<br />
recognition, income tax accounting, equity transactions, and whistleblower <strong>all</strong>egations.<br />
• Experience working directly with clients and the SEC on the resolution and formulation of<br />
responses <strong>to</strong> SEC Comment Letters and other technical matters.<br />
• Experience with Sarbanes-Oxley Section 404, complex control environments and varying<br />
degrees of operating effectiveness of controls.<br />
• Extensive mergers and acquisitions experience, working with clients on over 100<br />
transactions.<br />
Significant Additional Client Experience<br />
Administaff, COMSYS IT Partners, Natural Resource Partners, Neurocrine, and Vical<br />
EDUCATION:<br />
University of Kansas, BS of Business Administration and Accounting (1984)
SUJAL SHAH<br />
Firm: Citigroup Inc.<br />
Title: Direc<strong>to</strong>r, Health Care Investment Banking<br />
Address: One Sansome Street<br />
San Francisco, CA 94104<br />
Phone: (415) 627-6007<br />
Fax: (415) 494-2678<br />
Email: sujal.shah@citi.com<br />
PROFILE:<br />
Sujal Shah is a Direc<strong>to</strong>r in the Health Care Investment Banking group at Citi. Based in San<br />
Francisco, Sujal covers the biotech sec<strong>to</strong>r for Citi focusing on raising capital and M&A advisory,<br />
primarily for private and public emerging growth biotech companies. Select recent transactions<br />
include advising Corthera on the company’s sale <strong>to</strong> Novartis for $620mm, advising Skilled<br />
Healthcare on the company’s sale <strong>to</strong> Onex for $745mm, and executing IPO offerings for Trius<br />
Therapeutics, Anacor Pharmaceuticals, Skilled Healthcare and Warner Chilcott.<br />
EDUCATION:<br />
MBA, Carnegie Mellon’s Tepper School of Business, 2004<br />
MS, Biomedical Engineering, Northwestern University, 1997<br />
BS, Biomedical Engineering, Northwestern University, 1995
NATHANIEL B. SISITSKY<br />
Firm:<br />
Title:<br />
Address:<br />
CareFusion Corporation<br />
Vice President and Associate General Counsel, Corporate Governance & Securities<br />
3750 Torrey View Ct.<br />
San Diego, CA 92130<br />
Email:<br />
nathaniel.sisitsky@carefusion.com<br />
PROFILE:<br />
Nathaniel Sisitsky is Vice President and Associate General Counsel, Corporate Governance &<br />
Securities, for CareFusion Corporation (NYSE: CFN). Nate joined CareFusion in April 2009 <strong>to</strong><br />
assist with CareFusion’s spinoff from Cardinal Health and <strong>to</strong> establish the company’s corporate<br />
governance and securities practice. In this role, Nate oversees CareFusion’s legal efforts related<br />
<strong>to</strong> SEC and NYSE reporting and compliance, inves<strong>to</strong>r relations, corporate governance, and<br />
corporate finance/treasury activities.<br />
Prior <strong>to</strong> joining CareFusion, Nate served as Vice President, Legal – Corporate Finance, for<br />
American Tower Corporation (NYSE: AMT), a leading owner and opera<strong>to</strong>r of communications<br />
sites for the wireless and broadcast industries based in Bos<strong>to</strong>n, MA. Prior <strong>to</strong> joining American<br />
Tower in August 2004, Nate was a Junior Partner in the Corporate Department of Wilmer Cutler<br />
Pickering Hale and Dorr (WilmerHale), based in Bos<strong>to</strong>n, MA. Nate is a graduate of Emory<br />
University and received his J.D. from New York University School of Law.<br />
About CareFusion Corporation<br />
CareFusion (NYSE: CFN) is a global corporation serving the health care industry with products<br />
and services that help hospitals measurably improve patient care. The company develops<br />
market-leading technologies including Alaris® infusion pumps, Pyxis® au<strong>to</strong>mated dispensing and<br />
patient identification systems, AirLife, AVEA® and LTV® series of ventila<strong>to</strong>rs and respira<strong>to</strong>ry<br />
products, ChloraPrep® skin prep products, MedMined services for infection surveillance, V.<br />
Mueller® and Snowden-Pencer® surgical instruments and NeuroCare diagnostic products.<br />
CareFusion employs more than 14,000 people across its global operations.
SCOTT T. SMITH<br />
Firm: Wedbush Securities Inc. | Wedbush PacGrow Life Sciences<br />
Title: Managing Direc<strong>to</strong>r, Investment Banking<br />
Address: One Bush Street, Suite 1700<br />
San Francisco, CA 94104<br />
Phone: (415) 274-6829<br />
Fax: (415) 274-6849<br />
Email: Scott.Smith@wedbush.com<br />
PROFILE:<br />
Scott T. Smith is a Managing Direc<strong>to</strong>r in the Life Science Investment Banking group at Wedbush<br />
Securities and is also Head of Life Science M&A. During his career, he has led numerous<br />
transactions for life science companies including equity, debt and convertible bond financings,<br />
and sell-side, buy-side and defense advisory assignments. Prior <strong>to</strong> joining Wedbush, Scott was a<br />
Direc<strong>to</strong>r in the Global Healthcare Investment Banking Group at Merrill Lynch, w<strong>here</strong> he began his<br />
career in 1995, and also worked in sales, marketing and strategy roles for startup and Fortune<br />
500 companies. Scott received his MBA from the Stanford University Graduate School of<br />
Business and graduated magna cum laude with a BA in Physics and Economics/Accounting from<br />
Claremont McKenna College.
DARLA C. STUCKEY<br />
Firm: Society of Corporate Secretaries and Governance Professionals<br />
Title: Senior Vice President – Policy & Advocacy<br />
Address: 521 Fifth Avenue<br />
New York, NY 10075<br />
Phone: (212) 681-2004<br />
Email:<br />
dstuckey@governanceprofessionals.org<br />
PROFILE:<br />
Ms. Stuckey is Senior Vice President, Policy and Advocacy of the Society of Corporate<br />
Secretaries & Governance Professionals. Ms. Stuckey joined the Society in September 2009 and<br />
is responsible for policy, advocacy and communication efforts on the Society's behalf and she<br />
serves as the staff liaison <strong>to</strong> the Policy Advisory Committee of the Society's Board.<br />
Prior <strong>to</strong> joining the Society, she was the Assistant Secretary at American Express Company. She<br />
also served as the Senior Assistant Secretary supporting the American Express Company Board<br />
and its Nominating and Governance and Public Responsibility Committees. Before joining<br />
American Express, Ms. Stuckey was the Corporate Secretary at the New York S<strong>to</strong>ck Exchange,<br />
Inc. from 2002-2004 (and the Assistant Secretary from 2000-2002). Ms. Stuckey began her<br />
career at Weil, Gotshal & Manges, w<strong>here</strong> she practiced in the Business and Securities Litigation<br />
Department for 10 years.<br />
Ms. Stuckey has an BS from Oklahoma Christian College, an MA from University of Oklahoma<br />
and a JD from Brooklyn Law School and was a past direc<strong>to</strong>r of the Society of Corporate<br />
Secretaries.
JEFFREY C. THACKER<br />
Firm: DLA Piper LLP<br />
Title: Partner<br />
Address: 4365 Executive Drive, Suite 1100<br />
San Diego, CA 92121-2133<br />
Phone: (858) 638-6728<br />
Fax: (858) 638-5128<br />
Email: jeff.thacker@dlapiper.com<br />
PROFILE:<br />
Jeff is a partner in DLA's Corporate and Finance group, focusing his practice on the<br />
representation of public companies, public offerings, private placements, venture capital<br />
financings, mergers and acquisitions and restructurings.<br />
Public Company Representation:<br />
• Adventrix Pharmaceuticals, Inc.<br />
• CareFusion Corporation<br />
• GenMark Diagnostics, Inc.<br />
• Jack in the Box, Inc.<br />
• Pan American Goldfields Ltd.<br />
• P.F. Chang's China Bistro, Inc.<br />
• REVA Medical, Inc.<br />
• Lpath, Inc.<br />
Public Offerings:<br />
• Representing The Active Networks, Inc. in its proposed IPO (2011)<br />
• Represented REVA Medical, Inc. in its IPO and corporate restructuring (2010)<br />
• Represented GenMark Diagnostics, Inc. in its IPO (2010)<br />
• Represented SAIC, Inc. in its $1.1 billion IPO and corporate restructuring (2006)<br />
• Represented Artes Medical, Inc. in its IPO (2006)<br />
• Represented DTS, Inc. in its IPO (2003)<br />
• Represented Endocare, Inc. in its secondary public offering (2001)<br />
• Represented Websense, Inc. in its IPO (2000)<br />
• Represented the underwriters in the IPO of Charlotte Russe (1999)<br />
• Represented the underwriters in the IPO of HealthCentral.com (1999)<br />
• Represented Rubio’s Restaurants, Inc. in its IPO (1999)<br />
• Represented Rhythms NetConnections, Inc. in its IPO (1999)<br />
• Represented Corsair Communications, Inc. in its IPO (1997)<br />
M&A and Restructuring Transactions:<br />
• Represented Rubio's Restaurants, Inc. in its going private transaction (2010)<br />
• Represented CareFusion Corporation in its spin-out from Cardinal Health (2009)<br />
• Represented Life Technologies its $450 million sale of its mass spectrometry business <strong>to</strong><br />
Danaher Corporation (2009)<br />
• Represented Tapestry Solutions, Inc. in its $180 million acquisition by Boeing (2008)<br />
• Represented Stacca<strong>to</strong> Communications, Inc. in its acquisition of Artimi, Inc. (2008)<br />
• Represented Nuvasive, Inc. in its $200 million Rule 144A offering (2008)<br />
• Represented Prince<strong>to</strong>n Softech, Inc. in its $270 million acquisition by IBM (2007)<br />
• Represented REMEC, Inc. in its $260 million acquisition by Chel<strong>to</strong>n Microwave (2005)<br />
• Represented PowerQuest Corporation in its $150 million acquisition by Symantec (2003)<br />
• Represented Corsair Communications, Inc. in its $250 million acquisition by LightBridge
AMY MUECKE WOOD<br />
Firm: Cooley LLP<br />
Title: Associate<br />
Address: 4401 Eastgate M<strong>all</strong><br />
San Diego CA 92121<br />
Phone: (858) 550-6058<br />
Fax: (858) 550-6420<br />
Email: awood@cooley.com<br />
PROFILE:<br />
Amy Muecke Wood is an associate in the Compensation & Benefits practice group and a member<br />
of the Cooley Business department. She joined the Firm in 2003 and is resident in the San Diego<br />
office.<br />
Ms. Wood specializes in the areas of executive compensation, equity compensation and<br />
employee benefits. Her experience includes designing and implementing equity incentive plans<br />
and employment, severance and other compensation-related arrangements for both private and<br />
public companies, as well as advising clients on any tax, accounting, securities, or other federal<br />
and state law issues with respect <strong>to</strong> such plans and arrangements. Her experience also includes<br />
assisting with the parachute payment analysis and other compensation and benefits issues<br />
arising in mergers and acquisitions as well as designing and implementing s<strong>to</strong>ck option exchange<br />
programs.<br />
Ms. Wood also assists public companies with their compensation-related disclosure in SEC filings<br />
and consults on the shareholder relations issues that arise in connection with compensation<br />
matters. She has counseled public companies on a wide range of corporate governance issues,<br />
including the issues that arise in contested direc<strong>to</strong>r elections. She has extensive experience<br />
counseling public companies on the proxy voting guidelines of specific institutional inves<strong>to</strong>rs and<br />
the vote recommendation policies of proxy advisory firms such as Institutional Shareholder<br />
Services (ISS) and Glass Lewis, as well as the Governance Risk Indica<strong>to</strong>rs, or GRId scores, that<br />
are issued by ISS.<br />
EDUCATION:<br />
University of San Diego School of Law<br />
JD, 2003, cum laude<br />
University of California, Los Angeles<br />
BA, 2000, cum laude<br />
BAR QUALIFICATIONS:<br />
California