CORPORATE VICE PRESIDENT, DEPUTY GENERAL COUNSEL AND ASSISTANT CORPORATE SECRETARY
February 2013 to Current
WALGREEN CODeerfield, IllinoisCorporate Vice President, Deputy General Counsel and Assistant Corporate Secretary
A Fortune 50 company, Walgreens is the nation's largest drugstore chain with annual revenues of $72 billion.
Co-lead the Company's 190-person legal department with the General Counsel.
Provide advice and counsel in the development of overall legal strategy for the Walgreens family of companies.
Act as the General Counsel at his request or in his absence.
Oversee all substantive legal matters commensurate with a global company the size of Walgreens, a $72B company with 250,000 employees operating in retail, pharmacy and health care.
Representative substantive areas include securities, M&A, corporate governance, regulatory, litigation, privacy, health law, commercial contracts, marketing/advertising, real estate, intellectual property, labor, employment, international, environmental and e-commerce.
December 2004 to September 2012
SOLO CUP COMPANYLake Forest, IllinoisExecutive Vice President
Human Resources, General Counsel and Corporate Secretary Solo Cup Company was a $2.5 billion global company focused exclusively on the manufacture of single-use products used to serve food and beverages for the consumer/retail, foodservice and international markets.
Solo was acquired by Dart Container Corporation in May 2012.
Member of Executive Management Team responsible for all strategic and operational aspects of the business.
Provided strategy, direction, counsel and oversight on all legal matters.
Provided strategy, direction and oversight for Human Resources function with a global employee base of 8,000 - 11,000.
Responsible for Internal Audit, Corporate Communications and Compliance functions.
Selected Accomplishments at Solo: Legal: As the first in-house attorney in the Company's 70-year history, established a legal department and integrated the function into the corporation as a valued strategic partner.
Established and led the securities law and compliance processes necessary to operate as a newly-public company (Solo had publicly-traded debt subject to '34 Act and Sarbanes-Oxley regulations).
Drafted and implemented a company-wide Ethics and Compliance Policy.
Led legal aspects of a restatement of the Company's financials working within extremely tight timetable to avoid default under the Company's Credit Facility and Indenture.
Led all legal aspects of Company refinancing of new $300 million senior secured note issuance and $200 million asset-based revolving credit facility.
Significantly reduced outside counsel fees.
Led all legal aspects of the $1 billion sale of the company, including regulatory approvals.
Management/Business: Provided advice and counsel as six of nine Executive Management Team members were exited; played integral role in selecting a new President and CEO.
Provided advice and counsel during change in Board control from family to private equity firm.
Created the Company's mission and values, as well as its annual goals and objectives.
Integral participant in year-long operational turnaround strategy; personally led SG&A reduction workstream.
Provided critical business, legal and organizational analyses to CEO and Board through economic downturn as the Company faced significant restrictive covenants under its Credit Agreements.
Completed disposition of several business lines and assets, as well as an acquisition of a take-out container company.
Member of four-person executive team that led the sale of the Company; included participation in all strategic and financial sessions with investment bankers and private equity owners, management presentations, and the negotiation of a resolution between the private equity and family owners.
Human Resources: Restructured HR organization to better align with the business needs of the Company.
Instilled a compliance-based culture within the HR function.
Initiated and implemented several critical HR programs that had previously been non-existent or unsuccessful, including: Mandatory performance reviews for all hourly and salaried employees.
Core competencies and career ladders; integrated the same into the performance review process.
Mandatory training for salaried employees.
Single-sign on for all HR related matters for all employees.
On-line processes for performance reviews, merit reviews, new positions, promotions and benefits enrollment for all employees.
Wellness program for all employees.
Negotiated union contracts.
Executed several significant reductions-in-force through difficult economic times.
Managed all employee-related issues through the closure of seven manufacturing facilities across the U.S., including one union facility.
Led all HR due diligence and integration issues for an acquisition as well as for the sale of the Company.
January 1997 to January 2004
BAXTER INTERNATIONAL INCDeerfield, IllinoisCorporate Secretary, Associate General Counsel and Chief Corporate Governance Officer
Baxter is a New York Stock Exchange-listed global company that operates in the medical device, pharmaceutical and biotechnology industries with annual revenues of approximately $12 billion.
As one of 20 senior corporate officers, participated in corporate-wide operating plan cycle activities, including long-term strategic planning, business and pipeline prioritization, financial and portfolio review and resource allocation.
As a member of the Strategic Law Team, responsible for developing and implementing structure and strategy for 75+ lawyer law department in order to optimize legal talent and to align law function with business plans through periods of growth as well as during restructuring and downsizing mandates.
Managed a team of 19 professionals and staff.
Corporate Governance/Corporate Secretary Reported to Chairman and CEO and General Counsel as officer responsible for Board of Directors relationship and all corporate governance matters.
Principal liaison between the Board and the Company during CEO replacement process.
Primary member of management responsible for issues such as: CEO performance assessment; Board and Committee performance assessments; Board's role in succession planning, strategic planning and crisis management; director compensation; director recruiting and orientation; Audit Committee legal issues; executive compensation matters, D&O insurance.
Attended all Board of Directors and Board Committee meetings; wrote minutes for same.
Securities Law Compliance/M&A Transactions Responsible for all aspects of federal securities law compliance matters and public disclosure issues.
Provided primary corporate and securities legal support for strategic initiatives such as Spin-Offs, Stock Splits.
Oversaw and executed multiple acquisitions and dispositions.
Handled all shareholder proposals and monitored investor activist landscape.
Primary liaison with New York Stock Exchange (and other exchanges on which Baxter was listed) and Stock Transfer Agent.
Business Practices (Ethics) Program.
Responsible for overseeing Global Ethics Compliance Program.
Legal support for corporate functions.
Provided legal support for the following corporate functions: corporate communications, investor relations, corporate compensation, finance/treasury, supply chain, purchasing and supplier management, real estate, employee services, Baxter Capital, information technology, strategy and business development, the Baxter Foundation, the Baxter Credit Union and the Baxter Institute.
Securities law matters, stock exchange relations, acquisitions, joint ventures, commercial contracting, stockholder relations, general corporate matters, ongoing legal support to the Board of Directors, including preparing Board of Directors' meeting materials, resolutions and minutes.
January 1984 to January 1988
BELL, BOYD & LLOYDChicago, IllinoisAssociate
Northwestern University School of Law Chicago, Illinois Juris DoctorCo-Author with Professor Steven Lubet: "Extradition of Nazis from the United States to Israel: A Survey of Issues in Transnational Criminal Law," Stanford Journal of International Law, volume 22, Issue 1, 1986
The University of Michigan Ann Arbor, Michigan Bachelor of ArtsGPA: with honors, psychology majorwith honors, psychology major
Admitted to the Illinois Bar, November 1984 American Bar Association American Association of Corporate Counsel (ACC) Society of Corporate Secretaries and Governance Professionals, past member of the National Board of Directors; past President of Chicago Chapter; past member of Advisory Committee; current member of the Association Society for Human Resources Management (SHRM) Human Resources Management Association of Chicago (HRMAC) Meals on Wheels Chicago, Board Member Umoja Student Development Corporation, Board Member