A CEO'S VIRTUAL MENTOR®
BY TOM LINQUIST
Managing Director and Head of the Contested Situations Group, Credit Suisse
Independent Director, Retired Managing Partner of Houlihan Lokey
CEO of Sproing Fitness, Former CEO of Bally Total Fitness
Corporate Governance Authority
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? 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.
The Big Shareholder Activism Episode – The Escalation Path
Implications and Advice for Corporate Governance and CEO Leadership
0:52 Introduction to specific programming in 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
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 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.
The only purpose of the podcasts is to educate, inform and entertain. The information shared is based on the collection of experiences of each of the guests interviewed and should not be considered or substituted for professional advice. Guests who speak in this podcast express their own opinions, experience and conclusions, and neither The Leadership Lyceum LLC nor any company providing financial support endorses or opposes any particular content, recommendation or methodology discussed in this podcast.