The Big Shareholder Activism Episode – The Escalation Path

Leadership Lyceum: A CEO's Virtual Mentor

A CEO’s Virtual Mentor Episode 13

The Big Shareholder Activism Episode – The Escalation Path

Implications and Advice for Corporate Governance and CEO Leadership

Our guests in a panel format include:

• Chris Young, Managing Director and Head of the Contested Situations Group, Credit Suisse
• Paul Toback, Former President, CEO and Chairman of Bally Total Fitness
• Marjorie Bowen, Retired Managing Partner of Houlihan Lokey and highly experienced public and private company director with an extensive list of directorships in which she was occasionally the activists’ board nominee.
• Corporate governance expert and independent director of publicly-traded companies, Tanuja Dehne.

Our past two episodes have included segments on shareholder activism provided by our guest Chris Young from Credit Suisse. Episode 11 included an historical look at the development and mainstreaming of shareholder activism as an asset class and the institutionalization of corporate governance through firms like ISS and Glass Lewis. Episode 12 looked at the Vulnerability Framework and what brings companies into the attention of the activists. We mentioned in a prior episode that a Wall Street Journal article had concluded that shareholder activism, which has been a perennial nuisance for chief executives, was now becoming an existential threat. So, what is it like to be in the crosshairs of the activist and what should you do about it? This Episode 13 is our big shareholder activism episode. We take you step by step down the escalation path through 8 phases – including The Letter through the Proxy Contest.

Chris Young from Credit Suisse will provide the steps and the pathway. Governance expert Tanuja Dehne will provide some governance and management considerations along the way. Paul Toback will discuss his firsthand experience of being CEO at Bally Total Fitness and in the crosshairs at points along the path. Highly-experienced, independent director, Marjorie Bowen, will provide context as an activist’s board nominee in the setting of activism and also provide governance and management advice for these situations.

It’s with great pleasure that we announce that Tanuja Dehne has joined our team at Lyceum Leadership Consulting. She brings her expertise to our board effectiveness and executive team effectiveness service offerings.

Warm thanks to our guests Paul Toback, Tanuja Dehne, Marjorie Bowen and Chris Young. And special thank you to our sponsor TransparentCareer. For those footnote readers, as always, please see the back of our album cover. For those interested, the rise and fall of Bally Total Fitness are covered in two cases at Harvard Business School by Strategy Professor John R. Wells. Please follow our links to the cases on the HBS website. All previous episodes are available on iTunes.

Please tune in to our next big episode on Philanthropy. We’ll cover the subject from many different angles. From the perspective of the giver – with University of Chicago benefactor Bernard DelGiorno. Bernie also advises clients on the subject in his role in private wealth management at UBS. From the angle of the recipient. We will glean the perspectives of Jennifer Sampson, CEO of The United Way of Metropolitan Dallas. Jennifer led a turnaround in Dallas and has led the development of programs that fund impactful social entrepreneurship. We will also introduce you to a group of public company CEO’s in Ohio that are leveraging their musical talents to raise money for charities in Ohio. Two of these CEOs are board members of the Rock and Roll Hall of Fame.

Thanks for joining us. We can’t improve without your feedback – write us through our website www.LeadershipLyceum.com and subscribe on iTunes.

Program Guide - Episode 13

The Big Shareholder Activism Episode – The Escalation Path

Implications and Advice for Corporate Governance and CEO Leadership

0:35 Introduction

0:52 Introduction to specific programming in this Episode 13

3:46 Chapter 1: The Position

19:19 Chapter 2: The Letter

28:37 Chapter 3: The Meetings

34:37 Chapter 4: Making it Public

37:21 Chapter 5: The Compromise

42:20 Chapter 6: The Proxy Contest

47:17 Chapter 7: After the Proxy Contest

52:47 Chapter 8: The Advice

1:07:45 Final Credits

1:08:18 Episode 14 Preview

Informative and Helpful Links

Our Sponsor – TransparentCareer

https://www.transparentcareer.com

The Lyceum’s Well-Tuned Governance Model

https://www.leadershiplyceum.com/lyceum-board-effectiveness

The Forgotten Beatle - Jimmy Nicol

Photo - https://cdn.theatlantic.com/assets/media/img/photo/2014/05/1964-beatlemania/b33_06151156/main_900.jpg?1420504210

Story - http://www.adelaidenow.com.au/entertainment/meet-jimmy-nicol-the-forgotten-beatle-standin-drummer-for-ringo/news-story/0f79dd8eda8adc579d3c35c6bfb32f1f

Bally Total Fitness and the Harvard Business School Case Study Collection

Harvard Business School Professor John R. Wells [Wells' bio] teaches the Bally Total Fitness case in his strategy course. His two cases on Bally cover the rise and fall of Bally Total Fitness, respectively. For access to abstracts on the case please find the links here: Bally Total Fitness (A): The Rise, 1962–2004 and Bally Total Fitness (B): The Fall, 2005–2016 Bally Total Fitness (B): The Fall, 2005–2016

Scott Joplin: https://www.scottjoplin.org/

Biographies of Guests

Ms. Marjorie Bowen

Marjorie Bowen has served as an independent director for twelve public and private companies. She has significant experience with corporate activism from both the activist shareholder as well as the incumbent board perspective. As an activist appointed nominee, Ms. Bowen participated in a highly contested proxy contest, was endorsed by RiskMetrics and Proxy Governance, and was elected with 80 percent of the vote. She also has been appointed as a director as a result of activist and board negotiations. Conversely, Ms. Bowen has served as a director when an activist shareholder agitated for significant change, and in response she assumed a leadership role in developing and implementing solutions to maximize value for all shareholders. Ms. Bowen’s directorships often involve complicated situations, operationally and/or financially challenged companies, including those needing to implement significant strategic and/or operational changes, turnarounds, and distressed companies both in and out of bankruptcy, across many industries. Ms. Bowen’s directorships follow a nearly 20-year career in investment banking at Houlihan Lokey, advising boards of public companies on transactional, strategic and other shareholder matters, serving as a member of the firm’s senior management team, heading the industry leading fairness opinion practice, and providing leadership as the most senior woman at the firm. She is a qualified NYSE and NASDAQ financial expert, and is well versed in corporate governance matters.

Mr. Paul Toback

Paul is a seasoned Senior Executive, Attorney, Founder, Entrepreneur, and Consultant with 30 years of success in health, fitness, technology, and government. Leveraging extensive experience in new business development and strategic planning, he is a valuable asset for service companies looking for growth, team development, and brand building. His broad areas of expertise include public company leadership development; financial engineering and restructuring; mergers and acquisitions (M&A); startup, transition, turnaround, transformation; top-talent recruitment; cost reduction and revenue generation; finance and scaling; and legal, international, and franchising.

Throughout his executive career, Paul has held leadership positions at Sproing Sport (Founder and CEO); Sproing Fitness LLC (Founder and CEO); Telegraph Consulting; Bally Total Fitness; The White House; and The City of Chicago. He has been responsible for securing a patent for new-generation high-intensity interval training (HIIT) fitness equipment, establishing fully-integrated manufacturing and global distribution, and opening domestic licensed brand fitness studios. As senior executive and C Suite Officer for the then-largest nationwide fitness center brand, Paul generated a record 22% increase of $1.1B net revenue in 4 years, resulting in $5.6MM net income in fourth year, reversing a $91MM loss. Separately, he increased cash flow $70 million annually by reducing expenses and capital spending for a company; and refinanced $500MM of corporate debt, including senior notes, term loan, and revolving credit, positively impacting nearly 70% of the company’s total debt.

Paul secured a B.A. with Distinction in Political Science from Stanford University, graduating in 3 years. He earned a Juris Doctorate (J.D.) in Law from University of Chicago Law School. As a proficient executive, he has served on several boards, including with Bally Total Fitness, and the National Women’s History Museum.

Mr. Chris Young

Chris Young has been Managing Director and Head of the Takeover Defense Practice at Credit Suisse AG and Credit Suisse Group since June 1, 2010. Until May 2010, Mr. Young served as the Director of M&A and Proxy Fight at Institutional Shareholder Services (ISS). While at ISS, Mr. Young was responsible for analyzing contentious M&A transactions, proxy fights and corporate governance issues and providing proxy voting and tender offer recommendations for ISS institutional investor clients.

Mr. Young also helped to facilitate a constructive dialogue between ISS institutional investor clients and senior executives and directors of public companies in the US and Europe. Mr. Young is regarded as a leading authority on contested M&A transactions and shareholder activism.

Prior to ISS, Mr. Young was a member of the investment banking group at Bear Stearns and the M&A group at Sullivan & Cromwell. Mr. Young is a CFA charter holder, received his JD, magna cum laude, from Boston University and his BS from Georgetown University.

Ms. Tanuja Dehne

Tanuja Dehne is Senior Governance Advisor for Lyceum Leadership Consulting [Tanuja's Bio] and a public company director and former C-level executive of NRG Energy, Inc., a Fortune 250 power company. Tanuja brings perspective and experience from her cross-disciplinary roles to the C-suite and board room. She is a purpose-driven leader, cultivator of talent and proven strategist. She is an award winning corporate attorney, human resources professional and community volunteer who thrives when making a positive difference in the lives of others.

During her tenure at NRG Energy, Inc., Tanuja had increasingly expansive roles: initially the company’s securities and finance lawyer, then Corporate Secretary and lead M&A attorney, before becoming the head of Human Resources. Ultimately, in her role as EVP, Chief Administrative Officer and Chief of Staff, she oversaw the company’s Human Resources, Information Technology, Communications, Marketing and Sustainability departments, the company’s charitable giving program, M&A integrations, as well as the construction of NRG’s sustainable corporate headquarters in Princeton, New Jersey. Tanuja also served as a sponsor, coach and “internal angel investor” of interdisciplinary innovation teams, including the team that created the “Path to Luma,” an environmentally conscious puzzle game launched in August 2015 with record breaking downloads in the Apple and Google stores.

Tanuja is a director of Advanced Disposal Services (NYSE: ADSW) and Silver Bay Realty Trust Corp. (NYSE: SBY), and Board Trustee of the Geraldine R. Dodge Foundation, HomeFront of New Jersey and Young Audiences New Jersey and Eastern Pennsylvania. She is a frequent speaker on topics including leadership, corporate governance, and the intersection of the law and human resources. She received a B.A. from Lafayette College, Master’s in Political Science from the University of Pennsylvania, and Juris Doctor from Syracuse University College of Law.

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Your host Thomas B. Linquist is the Founder and Managing Partner of Lyceum Leadership Consulting and Lyceum Leadership Productions. Over his 15 years in management and leadership consulting he has served a wide array of industrial clients. This includes leadership assessment and search for chief executive officers, chief financial officers, chief operating officers and boards of directors. He holds an MBA from the University of Chicago and over his 25-year career has served in a variety of roles: as an engineer with Shell Oil Company, a banker with ABN AMRO Bank, and as treasurer was the youngest corporate officer in the 150+ year history at Peoples Energy Company in Chicago. He is an expert on hiring and promotion decisions and leadership development. Over the course of his search career, he has interviewed thousands of leaders.

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