Speaker / Panelist Profiles

This program is approved by the National Association of Corporate Directors for 10 Collaborative Education Credits.

Citadel Directors' Institute 2013 Faculty

William S. Bojan | Mark A. Borges | Jay Chaudhuri | William E. Curbow | Donna Dabney

Ana Dutra | RADM Marsha J. Evans, USN (Ret.) | C. Wells Hall, III | Cynthia A. Hartley

Edward W. Kelley | Dr. Steven W. Kohlhagen | Robert Kosian | Simon M. Lorne

Marvin H. McIntyre, II | Matthew P. Meents | LTG John H. Moellering, USA (Ret.)

Ann C. Mulé | Cynthia Nigbur | The Honorable John W. Noble | Randy L. Nornes

John F. Olson | Teresa J. Rasmussen | James E. Rogers | Kevin L. Verner

William Bojan has served as a Fortune 20 Chief Risk Officer and has a distinguished 25-year career in the related governance fields of board operations, risk management, risk-based internal auditing, ethics and social responsibility. In 2008, Bill founded Integrated Governance Solutions, LLC (IGS), an organization whose goal is to create a new standard of risk and board governance for organizations. IGS does this by training and equipping leaders with powerful next generation governance tools and processes that help organizations drive results with improved integrity, accountability, stewardship and transparency. The ERM and internal audit disciplines established under the leadership of Mr. Bojan were profiled as a leading practice in several studies commissioned by the Corporate Executive Board, a leading research and benchmarking firm, including “The Governance Partnership” in 2004, “Enterprise Risk Audit Planning” in 2006, as well as leading practice summaries created for CFOs and Audit Committee members. Mr. Bojan holds a B.S. degree and a Masters of Accountancy from DePaul University, and is a Certified Public Accountant (inactive), a Certified Risk Professional, and a Certified Internal Auditor.

Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. Previously, he was a principal for Mercer in the firm's Washington Resource Group in Washington, DC, and before that a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission. Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

Jay Chaudhuri serves as General Counsel and Senior Policy Advisor to North Carolina State Treasurer Janet Cowell, who manages the tenth largest public pension fund in the United States totally almost $70 billion. He manages all legal and corporate governance matters, and most recently, he played a lead role in organizing a coalition of eight public pension funds in advocating for corporate governance changes at Massey Energy Company. This effort not only resulted in board changes, but the highest percentage of opposition votes to three Directors for any Standard and Poor 500 company in 2009. Currently, Mr. Chaudhuri serves on the Board of Directors of the Council of Institutional Investors (CII) as treasurer, a nonprofit organization of pension funds that represents over $3 trillion in assets. Before that, Mr. Chaudhuri served as Special Counsel to North Carolina Attorney General Roy Cooper. Mr. Chaudhuri has served as a legislative aide to United States Senator Russell D. Feingold. He also clerked for the Honorable Linda M. McGee of the North Carolina Court of Appeals and served as legislative counsel to Roy Cooper, when he was State Senate Majority Leader.

William E. Curbow is a Partner at Simpson Thacher & Bartlett LLP and a member of the Firm’s Corporate Department where he concentrates on mergers and acquisitions and gives advice to public and private company boards of directors and senior executives and their financial advisors, control stockholders, leveraged buy-out firms and special committees of boards of directors, regarding mergers, acquisitions and restructurings for buying and selling companies. Recent transactions which he has handled include the representation of First Reserve Corporation in connection with its acquisitions of TPC Group, Inc. and Ameriforge Group, Inc, L-3 Communications Holdings, Inc. with respect to the spin-off of Engility Holdings, Inc., and Genesee & Wyoming, Inc. in connection with the acquisition of RailAmerica, Inc. Mr. Curbow has published numerous articles on M&A subject matters.

Donna Dabney joined The Conference Board as Executive Director of the Governance Center, in August 2012. In her current position, Donna leads the efforts of The Conference Board in the area of corporate governance. Previously, Donna was vice president, corporate secretary, and corporate governance counsel of Alcoa, Inc. Donna has extensive experience in corporate governance matters, having served as a member of management for over 15 years on the boards of Alcoa and Reynolds Metals Company. She is a recognized expert on governance issues related to executive compensation. At Reynolds she was a member of the senior management team with oversight responsibility for the global operations of the company and served as chief mergers and acquisitions counsel and secretary to the board of directors. When Alcoa acquired Reynolds in 2000, she joined Alcoa as its secretary, assistant general counsel, and group counsel of the Consumer, Packaging, Distribution, and Construction Group, where she was part of a three-member team with oversight management responsibility for this business. As part of her work with the Alcoa board of directors, Donna has gained substantial experience with sustainable development in the Amazon region of Brazil. She is a frequent speaker and contributor on corporate governance, risk and management issues to various professional and business groups.

Ana Dutra holds expertise in assisting boards, CEOs, and senior management identify and align company transformational growth strategies, particularly in the areas of innovation, culture change, and succession planning. She has led a number of organizational transformations, succession planning, post-merger integrations, and leadership development programs across the world in many industries including: retail, food and beverage, technology, banking, and manufacturing. Ana joined Korn/Ferry from Accenture, where she led the global organization strategy practice. Previously, she led the organizational transformation and mergers and acquisitions practices at Oliver Wyman Consulting. Earlier, Ms. Dutra was with Marakon Associates, CSC Index, and Booz Allen. Ana started her professional life with IBM where, over a period of seven years, she held several different positions, including product director and strategic planning director. Ana received her MBA from the J.L. Kellogg Graduate School of Management at Northwestern University, a master's degree in Economics from Pontificia Universidade Catolica in Rio de Janeiro, and a Juris Doctor in International Law from Universidade do Estado do Rio de Janeiro, all summa cum laude. Ana is a member of the Board of Directors of The Executives' Club of Chicago and the Ann and Robert H. Lurie Children's Hospital of Chicago.

Marsha Evans' career has combined military service and leadership of the nation's premier non-profit organizations. During her nearly 30 year career in the U.S. Navy, assignments included Chief of Staff, U.S. Naval Academy and chair of the committee that developed a strategy to address the gender-based issues that gave rise to the Tailhook situation. Her command tours included Treasure Island Naval Station, The George C. Marshall Center (Garmisch, Germany), Navy Recruiting and the Naval Postgraduate School. She retired in 1998. Admiral Evans then served as the CEO of Girl Scouts of the USA from 1998 to 2002 and as the President and CEO of the American Red Cross from 2002 through 2005. Most recently she was the Acting Commissioner of the Ladies Professional Golf Association. She serves on the board of The First Tee. Evans has been honored with numerous awards including eight honorary degrees. She was a 1979-80 White House Fellow.

C. Wells Hall, III is a corporate and tax lawyer with extensive experience in transactional matters, advising clients on federal, state, and multi-state tax aspects of mergers, acquisitions, reorganizations, recapitalizations, and private equity transactions. He is frequently called upon to advise clients on tax issues related to transactions involving pass-through entities, including merger and acquisition transactions when an S corporation or LLC is the target. Mr. Hall served on the board of directors and the audit and compensation committees of a public company from 1997 until 2006 when the company was acquired in a competitive auction process. During the auction process, Mr. Hall served on the Special Committee of the board. He has served on the Council of the Section of Taxation of the American Bar Association and the Board of Governors of the North Carolina Bar Association. He is a member of the Editorial Boards of the Journal of Business Entities and the Journal of Multi-State Taxation and Incentives, published by Thompson Reuters.

Cynthia "Cindy" A. Hartley has been a Director of SCBT Financial Corporation since 2011, where she is the Chair of the Compensation Committee and serves on the Governance Committee. In addition, Ms. Hartley also serves as a member of the Board of Trustees for Coker College in Hartsville, SC and as a Director on several non-profit boards in Charleston, SC. On the corporate level, Cindy has over forty years of experience in human resources management, leadership development, succession planning and executive compensation, most recently serving as senior vice president of human resources at Sonoco Products Co., a position she held when she joined the company in 1995. Previously she served as vice president of human resources at National Gypsum Company; and Dames & Moore, an international consulting firm; as well as Continental Can Company. Cindy is a graduate of Roosevelt University where she earned a Bachelor of Arts degree. She later earned a Master of Science in Organizational Behavior from George Williams College and a Master of Business Administration from the University of Chicago.

Edward Kelley is recognized internationally as a leader in the executive search industry with more than 30 years of experience in consulting and executive search. He was nominated in 2008 by BusinessWeek as one of the world’s 50 most influential global headhunters. In 2006, he founded Edward W Kelley & Partners which undertakes executive search, executive coaching and board consulting. From 1999 to 2005, he consulted with global companies on human capital issues related to restructurings due to market conditions. One client was a major European financial institution where he advised them on restructuring their board and executive committee following a major merger. Earlier, he worked with Korn/Ferry for 15 years, most recently as President for Europe, and served on its Board of Directors. While there, he was responsible for taking the firm into the emerging markets of Eastern Europe, Russia, Turkey, the Middle East and India. Before Korn/Ferry, Mr. Kelley served as an International Partner with Booz Allen Hamilton (now Booz & Co.), working and living in several locations in Europe, the Middle East and Asia. He has spent most of his professional career outside the US. He has served on the board of companies in the UK, Italy, the Middle East, Australia and Hong Kong.

Dr. Steven W. Kohlhagen is a veteran executive in the financial services and investment industries with three decades of experience. He is nationally recognized as a leading financial expert with extensive knowledge of the capital markets. Since 2006, Kohlhagen has been a Director of AMETEK, Inc., where he is a member of the Audit Committee. He is also a Director of Abtech Holdings Inc., where he is a member of the Audit Committee, and Reval Inc., where he is a member of the Governance and Nominating Committee, and Freddie Mac, where he is a member of the Compensation Committee and the Business and Risk Committee. He has held senior executive positions at leading financial institutions. From 1992 to 2003 he worked at First Union National Bank (predecessor to Wachovia National Bank), last serving as managing director of the Fixed Income Division. Before that, Steve served in senior roles at AIG from 1990 to 1992, Stamford Capital Group from 1987 to 1990, Bankers Trust Corporation from 1985 to 1987, and Lehman Brothers, Inc., from 1983 to 1985. He also had extensive experience in the public sector involving consulting work for the Organization for Economic Cooperation and Development from 1980 to 1981, the United States Department of the Treasury from 1976 to 1977, and the Federal Reserve Board in 1976. He was also senior staff economist for the Council of Economic Advisors, White House Staff from 1978 to 1979.

Robert Kosian has been at the leading edge of the corporate finance world for the past thirty-four years. His background includes postings in New York and London with Citigroup and Prudential Securities. The Capital Solutions Group, which he co-founded in 2009 has offices in Boston, Charleston and Chicago. CSG provides financial advisory, credit risk assessment, balance sheet optimization and restructuring services to closely-held companies and private equity firms. Over the course of his career, Mr. Kosian has advised, arranged or invested in over 200 transactions representing $20 billion of debt and equity securities. Mr Kosian has extensive board experience and served on the board of several SEC reporting companies. Currently, he is Chairman of the Charleston International Film Festival and a member of the Advisory Committee of Founders Equity, Inc.

Simon M. Lorne is Vice Chairman and Chief Legal Officer of Millennium Partners, L.P., a multi-strategy New York-based hedge fund, with primary responsibility for the development, enhancement and oversight of the internal control environment as well as preparation for and attention to the evolving regulatory environment for hedge funds. Mr. Lorne previously served as a Managing Director, with responsibility for Legal Compliance and Internal Audit of Citigroup/Salomon Brothers and as the General Counsel at the Securities and Exchange Commission in Washington, D.C. Mr. Lorne has served as a Director of Teledyne and Opsware, Inc. Since 1999, Mr. Lorne has been Co-Director of Stanford Law School program for Directors of Public Companies.

Marvin H. McIntyre, II began his career as a financial advisor and money manager in 1968 with Mason & Company, the predecessor firm to Legg Mason, Inc. In 37 years with Legg Mason, he established himself as one of the premier financial advisors in the country. He was the Senior Managing Director of the High Net Worth Group, President of Legg Mason’s Advisory council and a member of the board of directors of Legg Mason Wood Walker Inc. In 2005, Legg Mason Wood Walker, Inc. was merged into Citi Smith Barney where the team became the Capitol Wealth Management Group. Mr. McIntyre has developed extensive experience in all areas of the equity and debit markets. In particular, his highly regarded team has garnered a national reputation in managing clients assets for high net-worth-families, institutions and corporations. Mr. McIntyre is a frequent quest on local media outlets and has appeared on national networks such as CNBC and MSNBC. In 2008, the Capitol Wealth Management Group was ranked #2 by the Winner’s Circle in Research Magazine’s “Top Financial Advisors Teams across the country” cover story. The Group is led by Mr. McIntyre who was recognized as #3 in Barron’s "Top 100 Financial Advisors in the US" publication. In 2009, Barrons ranked Mr. McIntyre as the top financial advisor in the Washington D.C. area. Mr. McIntyre was recently the focus of the article, "Marvin McIntyre, Washington's invisible 'broker king,' finds outlet as an author" by the Washington Post. All the profits of McIntyre's just released political thriller, Inside Out, will be donated to the Wounded Warrior Project.

Matthew P. Meents is one of three Managing Partners for Magnet 360, a Minneapolis-based marketing and technology services firm, and Minnesota's fastest-growing company having received the Business Journal's 2012 Fast 50 Award. Matt's visionary and adaptive leadership has been key to the ongoing growth and success of the business. He has been recognized as a Twin Cities' "Young Entrepreneur of the Year" by the Business Journal for 2010. Matt consistently pushes the boundaries of innovation and entrepreneurialism to drive results, with a passion for solving clients' business problems. He is regularly called upon to consult with Chief Marketing Officers of Fortune 500 businesses and to speak on topics ranging from engagement strategy to corporate culture. A graduate of the University of St. Thomas, Matt holds a B.S. in Entrepreneurship with a minor in Computer Science.

John Moellering served as Chairman of USAA, retiring in 2012, having served on the board for sixteen years. He is the former president and chief executive officer of Lear Siegler Services Inc. Currently, John is a member of the adjunct faculty of the Kenan-Flagler Business School at the University of North Carolina. He also serves on the boards of the Research Triangle Institute International and the National Defense Industrial Association. John retired from the U.S. Army following twenty-eight years of distinguished service. Prior to his retirement from the Army, he was assigned as the assistant to the Chairman of the Joint Chiefs of Staff. Other significant assignments during his military career included command of an engineer district in Vicksburg, MS; commandant of the U.S. Military Academy at West Point; and service as a White House Fellow. As a member of the USAA board, Moellering served on various committees and chaired the Finance and Audit Committee before becoming the Chairman of the Board.

Ann C. Mulé is the Associate Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. In that capacity, she oversees and manages all of the professional, public service and academic outreach activities of the Center in furtherance of scholarship, education and impact in the corporate governance field. Ms. Mulé previously retired from Sunoco, Inc., a petroleum refining and marketing company, after over thirty years of service as a corporate and securities law attorney. Having served in a variety of legal positions throughout the years, her most recent position was Chief Governance and Compliance Officer, Assistant General Counsel and Corporate Secretary. In that role, Ms. Mulé provided advice and legal counsel to Sunoco's Board of Directors and Senior Management team. Ms. Mulé is a member of the Society of Corporate Secretaries and Governance Professionals, having previously served on the national Board of Directors. She previously served on the Advisory Board of the University of Delaware's Weinberg Center for Corporate Governance, on the Board of the Philadelphia Zoo and as a board member of numerous non-profit and professional organizations. Ms. Mulé is a frequent speaker on securities law and governance matters at professional conferences and academic institutions. Ms. Mulé was named as one of the 100 Top Governance Leaders by Directorship Magazine-NACD Directorship 100 in 2007 & 2008 and was named as one of the twenty "People to Watch" by NACD Directorship 100 in 2012.

Cynthia Nigbur is the Corporate Board Assistant for Thrivent Financial for Lutherans. She is an accomplished governance professional with knowledge and experience developing, managing and leading governance efforts and practices to ensure the organization stays in the forefront of governance best practices. In her role, working with the General Counsel, Board Chair and CEO, she manages, attends and documents the meetings of the Board of Directors and various committees; she manages the board and peer evaluation processes; provides leadership on governance best practices and leads and manages the annual Board of Directors nomination and election process. Cindy joined Thrivent Financial for Lutherans as a Paralegal in 1997 and has been in her current role since 2001.

The Honorable John W. Noble joined the Delaware Court of Chancery in November 2000. Vice Chancellor Noble is a graduate of Bucknell University (B.S. in Ch. E., magna cum laude, 1972) and the University of Pennsylvania Law School with a Juris Doctorate, cum laude, 1975, where he was an Editor of its Law Review and elected to the Order of the Coif. Following law school, he clerked for the Chief Judge of the United States District Court for the District of Delaware. From 1977 until his appointment, he was a principal in Parkowski, Noble & Guerke, P.A., in Dover, DE.

Randy Nornes is an Executive Vice President of Aon Global Americas. He has been with Aon for over twenty-two years in a variety of leadership and client advisory capacities. He is considered one of Aon's leading authorities on Enterprise Risk Management (ERM), Corporate Governance, Strategic Risk Management and Integrated Insurance. He currently leads a team of professionals dedicated to helping companies implement strategic risk processes. Prior to joining Aon, Randy was a financial products underwriter for Chubb, a major insurance company located in Warren, NJ. Randy received a Bachelor of Individual Studies degree in Finance and Economics, magna cum Laude, from the University of Minnesota. He also earned a Master of Business Administration from the University of Minnesota's Carlson School of Management. He has also completed additional executive education at INSEAD in Fontainebleau, France. Randy currently serves on the ERM Advisory Board at NC State University and the Board of Governors at the Mid-America Club.

John F. Olson is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson represents business organizations in corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has represented corporations, broker-dealer firms and individuals in Securities and Exchange Commission and other federal agency investigations and regulatory matters. Mr. Olson is a member of the American Bar Association (ABA) Standing Committee on Government Affairs. Mr. Olson served (2000 - 2005) as Chairman of the ABA Business Law Section's Committee on Corporate Governance, and as a member of the Presidential Task Force on Corporate Responsibility appointed by the President of the ABA. Mr. Olson is frequently recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He is ranked as one of the top securities regulation attorneys in the country by Chambers USA. He was named The Corporate Governance Law Lawyer of the Year for 2012 by The Best Lawyers in America and has been listed in every edition published since its inception for his corporate, securities, and governance work. The author and editor of many books and articles on legal issues, Mr. Olson is a Distinguished Visitor from Practice at Georgetown University Law Center, where he teaches several seminars.

Teresa J. Rasmussen is Senior Vice President, General Counsel and Corporate Secretary of Thrivent Financial for Lutherans, the country's largest fraternal benefit society. In this role, Terry leads more than 165 professionals in the corporate risk management and external affairs departments, which include legal and compliance, corporate governance, business risk management, government affairs, Lutheran church and community relations, and communications. Before joining Thrivent Financial in 2005, Terry served in progressively responsible legal positions with American Express and Ameriprise Financial. She began her legal career in 1984 as part of the U.S. Attorney General's honors program where she was a trial attorney in the tax division of the U.S. Department of Justice in Washington, D.C. Terry serves on the boards of Lutheran Social Service of Minnesota, Walker Art Center, Association of Life Insurance Counsel, and the Lutheran Community Foundation. She is the past chair of the American Fraternal Alliance, the trade association for fraternal benefit societies.

James Rogers serves as Chairman, President and Chief Executive Officer for Duke Energy. Rogers is serving in his 25th year as a CEO in the utility industry. Over that period, he has delivered an average total shareholder return of more than twelve percent per year by focusing on sustainable growth and executing a series of well-timed mergers, acquisitions and divestitures. Rogers became President and CEO of Duke Energy following the merger between Duke Energy and Cinergy in 2006. Before the merger, he served as Cinergy's chairman and CEO for more than eleven years. Prior to the formation of Cinergy, he joined PSI Energy in 1988 as the company's chairman, president and CEO. He has served as deputy general counsel for litigation and enforcement for the Federal Energy Regulatory Commission (FERC); executive vice president of interstate pipelines for the Enron Gas Pipeline Group; and as a partner in the Washington, D.C., law office of Akin Gump Strauss Hauer & Feld. Prior to these appointments, Rogers served as assistant attorney general for the Commonwealth of Kentucky, where he advocated for the state's consumers in gas, electric and telephone rate cases. Rogers was also a reporter for the Lexington, KY, Herald-Leader for three years. In the course of his career, Rogers has served on the boards of directors of eight Fortune 500 companies, and is currently a Director for Cigna Corporation and Applied Material Inc. In 2010 and 2011, he was named by the National Association of Corporate Directors' Directorship magazine to its annual Directorship 100, recognizing the most influential people in corporate governance.

Kevin Verner serves as the Lead Director, Member of the Audit Committee, Member of the Nominating and Corporate Governance Committee and Member of the Compensation Committee for Bally Technologies, Inc. Most recently, Bally Technologies has been awarded "Best Technology Provider/Supplier" at the 2013 International Gaming Awards and has held the title of "Best Gaming Board" for two consecutive years as well as three of the last four years. Verner is also a member of the Marketing Executive Board at Terry College of Business at The University of Georgia as well as serving on the Board of Advisors at the College of Business at The University of Michigan - Dearborn. Kevin serves as a partner and CEO Advisor at Alpha Capital Fund III. He has extensive experience in the field of consumer products. From 1997 to 2000, he served as Chief Operating Officer at WMS Industries, Inc., and WMS Gaming. Formerly, Mr. Verner was the vice president of New Business Development at R.J. Reynolds Tobacco Co., where he held various marketing and senior management positions for sixteen years. He has been a Director of Bally Technologies, Inc. since April 2001, and served as Chairman of the Board 2011 - 12.