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Biographies

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William Crane
Chairman
Georgeson Inc.

William Crane oversees Georgeson’s global proxy division and serves as a member of the Board of Directors. He advises leading domestic and international corporations on strategies for both hostile and friendly acquisitions and has been involved in close to 300 contested solicitations since 1981. He is a frequent speaker on proxy topics and takeover strategies for investment banks, law firms and industry associations.

Prior to joining Georgeson in 1981, he was with Citibank's Securities Division. He holds a BA degree from New York University and is a member of the Society of Corporate Secretaries & Governance Professionals, the Corporate Transfer Agents Association and the Securities Industry Association.

David Drake
President
Georgeson Inc.

David Drake, President, Georgeson Inc., works with clients to help them obtain favorable shareholder vote results on proxy contests, shareholder proposals, compensation plans and other corporate governance matters.

David is a frequent speaker and writer on corporate governance and compensation issues. His recent articles include “Seeking Shareholder Approval of Option Plans Under the New NYSE/NASDAQ Listing Standards” and “Are You Ready for the Ratings Game: The Corporate Governance Ratings Game.” Prior to joining Georgeson in 1997, David served as Vice President and Director of US Research and Senior Analyst for Institutional Shareholder Services (ISS).

David earned a BA in Political Science from George Washington University and an MBA in Finance from The American University in Washington, DC.

Joseph F. Spedale
Executive Vice President and Chief Operating Officer
Georgeson Inc.

Joseph Spedale is a senior member of the Georgeson M&A Advisory Group. He specializes in special situations, including friendly mergers and acquisitions, unsolicited takeovers, proxy contests, restructurings and Corporate Governance Consulting.

During his 30-year career, Joe has done extensive work in developing successful campaign strategies in communicating with securityholders. He has worked on numerous contested campaigns including Openwave Systems vs. Harbinger Capital Partners; Value Act Capital vs. Acxiom Corporation; Image Entertainment, Inc. vs. Lions Gate Entertainment Corp; PeopleSoft Inc. vs. Oracle Corp., Aetna Inc vs. Providence Capital; International Specialty Products vs. Hercules; Burlington Northern/Santa Fe vs. Union Pacific; and RJR Nabisco vs. Kohlberg Kravis Roberts.

He also represented Bank One Corp in its $55 billion merger with J.P.Morgan Chase; Aetna Inc in its $8.8 billion merger with U.S. Healthcare; First Data in its $7 billion merger with Concord EFS; Siebel Systems in its $5.9 billion merger with Oracle Corporation and Mead Corporation in its $4.9 billion merger with Westvaco Corporation.

Joe was President and Chief Operating Officer of Kissel-Blake, a proxy solicitation firm that was acquired by Georgeson in 1998. Prior to that, he was a Vice President at D. F. King & Co. for 10 years.

Rachel Posner
Senior Managing Director and General Counsel
Georgeson Inc.
 
Rachel Posner, Senior Managing Director and General Counsel, works with clients to help them obtain favorable shareholder vote results on proxy contests, shareholder proposals, compensation plans and other corporate governance matters.

Prior to joining Georgeson in 2008, Rachel was an associate at Fried, Frank, Harris, Shriver & Jacobson LLP in New York, where she advised Fortune 50 companies and others on proxy contests, mergers and acquisitions and corporate governance matters.

Rachel earned a BA in Religious Studies from Columbia University in 1999 and a JD from the Benjamin N. Cardozo School of Law in 2002.

Rhonda L. Brauer
Senior Managing Director — Corporate Governance
Georgeson Inc.

Rhonda joined Georgeson in May 2008 to work with senior management and boards to analyze corporate governance-related issues and to assist them in their communications with shareholders and third-party opinion-makers.

Prior to joining Georgeson, she was the Secretary and Corporate Governance Officer at The New York Times Company, where she held a variety of legal positions over 15 years. Before that, she was a corporate securities and transactional lawyer at Cleary, Gottlieb, Steen & Hamilton.

Rhonda is a regular speaker at conferences on corporate governance issues. She remains an active member of the Society of Corporate Secretaries and Governance Professionals, for which she has served, since 2006, as the Chair of its Corporate Practices Committee.

Donna M. Ackerly
Senior Managing Director
Georgeson Inc.

During her tenure with Georgeson, Donna Ackerly has advised and counseled clients with publicly-traded corporations, limited partnerships and REITs on matters requiring investor participation, including mergers and acquisitions, tender/exchange offers for equity and debt and proxy/consent solicitations. Donna is a senior member of the Georgeson M&A Advisory Group, with particular expertise in Corporate Governance Consulting, investor communications, takeover defense strategies and executive compensation. She has been involved in numerous proxy contests, including Gulf Oil, Gillette and The Walt Disney Company.

Donna earned a BS degree in Finance from Rider University and also attended graduate school at Rider. She is a member of the Society of Corporate Secretaries and Governance Professionals and the Shareholder Services Association. She has also been a guest speaker at numerous industry seminars.

Jason W. Alexander
Managing Director
Georgeson Inc.

Jason has been with Georgeson for over ten years, with responsibility for sales, management and marketing, specializing in stock surveillance, proxy solicitation, corporate governance consulting, mergers and acquisitions, small shareholder programs and pre-escheat services. He has worked on transactions for over 400 companies covering all business sectors.

Jason spent over three years in Toronto with Georgeson’s Canadian business, where he was responsible for sales and operations management across all product lines. Before joining Georgeson, Jason worked for both Thomson Financial and D.F. King & Co. as an equity analyst.

Jason is a member of the following professional organizations: National Investor Relations Institute (NIRI), Society of Corporate Secretaries and Corporate Governance Professionals, the Edison Electric Institute (EEI) and the American Gas Association (AGA). He earned a bachelor’s in Sociology from the State University of New York at Albany.

Christopher G. Dowd
Senior Managing Director
Georgeson Inc.

Christopher Dowd is Senior Managing Director at Georgeson Inc. He has over nineteen years experience consulting with Fortune 500 and small-to mid-cap corporations in the field of corporate governance, equity compensation and proxy solicitation. Prior to Georgeson, Chris was a Director of Kissel-Blake Inc. where he managed the Corporate Governance Consulting, mergers/acquisitions and proxy solicitation divisions.

Chris holds a BA and an MBA in business from St. John’s University, New York and was awarded his CCP certification in executive compensation from the American Compensation Association. He is a member of the National Association of Corporate Directors, SSA (a National Shareholder Services Association), where he currently serves as Treasurer/Director, American Compensation Association and The Society of Corporate Secretaries and Governance Professionals. He has been a featured speaker at St. John’s University, industry seminars and conferences discussing corporate governance and executive compensation topics.

William P. Fiske
Senior Managing Director
Georgeson Inc.

The primary focus for William Fiske is on counseling clients in high-profile corporate proxy solicitations. He also acts as the lead account executive on M&A transactions, proxy fights, hostile and friendly tender offers and other extraordinary transactions for Georgeson. He is a senior member of the Georgeson M&A Advisory Group, with particular expertise in Corporate Governance Consulting, takeover defense strategies, executive compensation and capital structure issues.

Prior to its merger with Georgeson in 2000, Bill was the Senior Vice President at Corporate Investor Communications, Inc. (CIC), where he managed the Proxy Solicitation and Corporate Governance Consulting Group. Under his tenure, the department more than doubled its client base, ultimately servicing more than 650 public companies annually.

Bill attended Rutgers University where he earned his degree in Economics. He has been quoted in a variety of industry publications including Investor Relations Magazine and The M&A Journal and has been a featured guest speaker at numerous industry seminars. He is a member of the Society of Corporate Secretaries and Governance Professionals.

James P. Gill
Director
Georgeson Inc.

James Gill has been with Georgeson since 2000 and his primary focus is counseling clients on tactics and procedures involved in corporate proxy solicitation, M&A transactions, tender offers and rights offerings. He routinely advises on strategic investor communications and proxy voting mannerisms of the various shareholder constituencies in a client’s stock.  James has specific expertise with respect to executive compensation, shareholder proposals and corporate reorganizations.

Prior to joining Georgeson, James was with Corporate Investor Communications, Inc, where he spent 9 years working in the Proxy Solicitation and Corporate Governance Consulting Group.  James received a Bachelor of Arts degree in Business Management from Ramapo College of New Jersey.

Richard J. Gottcent
Senior Managing Director
Georgeson Inc.

Richard Gottcent is a Senior Managing Director of Georgeson’s institutional services department, overseeing communication between Georgeson and street name investors, including institutional shareholders, arbitrageurs and hedge funds.  Additionally, Richard advises clients on their corporate governance policies and voting trends of their largest shareholders.

Prior to joining Georgeson in February 2000, Richard worked at ADP Investor Communication Services, where he served as Director of Institutional Services. He was a prominent contributor in the initial design and implementation of that firm’s electronic voting and record keeping system for institutional investors. From 1987 to 1992, Richard was Assistant Vice President of Client Services for the Independent Election Corporation of America, where he was responsible for managing the day-to-day support of the firm’s bank and broker clients. Richard began his career in the Personal Custody Department at Chemical Bank, initially as a Custody Administrator and later as Staff Assistant to the department Vice President.

Richard is a member of the SIFMA Corporate Actions Division as well as the Council of Institutional Investors.

Christopher M. Hayden
Senior Managing Director
Georgeson Inc.

Christopher M. Hayden is a Senior Managing Director in Georgeson’s corporate proxy practice.  During his tenure at Georgeson, which he joined in 1995, Christopher has consulted with many corporations on defensive and offensive tactics in proxy contests, tender offers and other extraordinary transactions.  He also advises public companies on corporate governance issues and has extensive experience counseling investment management companies facing shareholder proposals and proxy contests.  Additionally, Christopher coordinates FCC- and IRS-mandated shareholder ownership surveys for his clients.

As a principal of Georgeson Securities Corporation, Christopher oversees the firm’s dealer-manager activities.  He holds Series 7, 24 and 63 licenses.   He received a bachelor’s degree in political science from Colgate University.

Keith Haynes
Senior Managing Director
Georgeson Inc.

Keith Haynes’ expertise encompasses proxy and corporate governance issues. He regularly consults with companies on matters requiring shareholder approval, including merger and acquisition transactions and contests for corporate control.

Keith also represents closed-end management investment companies in hostile proxy solicitation contests. He provides clients with insight into the composition of shareholder and debtholder audiences, institutional voting trends and message development.

Prior to joining Georgeson, Keith was Manager of Investor Relations for Bristol-Myers Squibb Company. He received a BA in Economics from Williams College.

Rajeev Kumar
Senior Managing Director
Georgeson Inc.

Rajeev Kumar, CFA, is the Senior Managing Director of the firm’s research group, focusing on corporate governance issues and advising Georgeson clients on proxy contests, M&A, compensation and other proxy-related issues.

Prior to joining Georgeson in 2008, Rajeev worked with RiskMetrics Group (formerly Institutional Shareholder Services) from 2002 to 2007 as the Director of the US Research group. There, he led a team of research analysts producing proxy research reports for institutional clients advising them on corporate transactions, proxy contests and other shareholder issues.

In his more than fifteen years of experience, Rajeev has held positions of increasing responsibility in the areas of corporate governance, M&A, corporate development and strategic business planning and analysis at Pegasus Communications, Teligent and Sprint, among others.

Rajeev is a Chartered Financial Analyst (CFA).  He has earned an M.B.A in finance from Tulane University and a B.S. in mechanical engineering from university in India.

Sean P. O’Hara
Managing Director, Georgeson Inc.

Sean O’Hara has over 18-years experience in the proxy solicitation and corporate governance industry and has worked on more than 100 M&A transactions during past 10 years. This includes Warner Lambert’s acquisition by Pfizer, Quaker Oats’ acquisition by PepsiCo, The MOE between Mead and Westvaco and MBNA’s acquisition by Bank of America.  He has also advised on various hostile and contested situations.

Prior to its acquisition by Georgeson, Sean was a Director of Kissel-Blake. During his tenure at Kissel-Blake, he was manager of the solicitation department and specialized in corporate governance consulting, analysis of institutional voting patterns and devising solicitation strategies.

Sean holds a B.S. in Applied Mathematics from Stony Brook University and is a member of Society of Corporate Secretaries and Corporate Governance Professionals and the Shareholder Services Association.

Patrick Tracey
Senior Vice President
Georgeson Inc.

Patrick Tracey is responsible for business development of Georgeson’s proxy solicitation business. He joined Computershare, Georgeson’s parent company, in 2000. In addition to his focus on proxy solicitation, Patrick is responsible for the business development of large cap clients for Computershare’s stock transfer business. Previously, Patrick oversaw project management for Computershare’s German and Japanese joint ventures.

Prior to joining Georgeson, Patrick spent 17 years with ChaseMellon Shareholder Services (now Bank of New York Mellon) in a variety of relationship management and business development capacities.

Patrick has earned a bachelor’s degree from New York University’s College of Business and Public Administration. He is a member of NIRI (a Board member for the New York chapter), Society of Corporate Secretaries & Corporate Governance Professionals, Shareholder Services Association, and the Securities Transfer Association.

Tony Vecchio
Managing Director
Georgeson Inc.

Tony Vecchio has been with Georgeson since 1985. During his tenure at the firm, he has provided advice and insight to companies involved in mergers and acquisitions, proxy contests, rights offerings, equity exchange and tender offers, and corporate and municipal debt. Tony also advises corporations on solicitation strategies for non-routine annual meetings and on corporate governance issues.

Over the years, corporations have sought his expertise in providing analyses of executive compensation as well as preparing shareholder composition, vote projections and institutional shareholder contact lists.