Demystifying Activist Investors Fireside Chat

Ted White

Managing Director at Legion Partners Asset Management

Ted White is co-founder and a Managing Director of Legion Partners Asset Management.

Prior to founding Legion Partners, he most recently served in various functions with Knight Vinke Asset Management, a European-based activist fund manager. Positions included Managing Director and Chief Operating Officer, where he was responsible for finance, operations, legal, marketing and client service functions. He is a former Deputy Director of the Council of Institutional Investors (CII), where responsibilities included policy development and implementation. Previous to Knight Vinke, White was a Portfolio Manager, Director of Corporate Governance, for the California Public Employees’ Retirement System (“CalPERS”), where he was responsible for all components of its Governance Program, including $3 billion in active management, policy development and implementation, proxy voting and focused engagement activities. Prior to CalPERS, White was an Investment Officer – Deputy State Treasurer at the California State Treasurer’s Office, where his duties included fixed income portfolio analysis and trading, among other responsibilities.  He is a current member of the Council of Institutional Investors Corporate Governance Advisory Council.  White served as Co-Chairman of the Executive Remuneration Committee of the International Corporate Governance Network (ICGN) until December 2014 and is a former member of the Standing Advisory Group for the Public Company Accounting Oversight Board (PCAOB).

White earned an MBA from California State University in Sacramento with a concentration in finance. He is also a Chartered Financial Analyst.

Legion Partners is a deep-value oriented activist investor focused in the small/mid cap space in North America.  It was seeded at the beginning of 2014 by CalSTRS with a $200MM commitment.

Legion Partners believes that shareholder engagement/activism can help to catalyze change and is critical for long term investment success.  The firm tends to work behind the scenes so that ideally no one even knows that they are involved with a company, but they have and are willing to be publicly involved, take board seats, and run proxy contests when they believe it is in shareholders’ best long-term interests.  In addition to the fund, they make co-investments (single stock funds) where they want to own a greater percentage of a target company.

Howard Brod Brownstein

PRESIDENT OF BROWNSTEIN CORPORATION, CERTIFIED TURNAROUND PROFESSIONAL, NACD DIRECTORSHIP CERTIFIED BOARD DIRECTOR, BOARD LEADERSHIP FELLOW

Howard Brownstein is a nationally-known turnaround and crisis management professional, and is the President of The Brownstein Corporation, which provides turnaround management and advisory services to companies and their stakeholders, as well as invest- ment banking services, fiduciary services, and litigation consulting, investigations and valuation services. Previously he held partner- ship or senior executive roles in turnaround management firms, where, in addition to leading turnaround assignments for clients, advising senior management and fulfilling a senior management role, he had overall responsibility for transactional activities and the marketing of the firm’s services, and gained extensive experience in valuing businesses, obtaining financing, and selling businesses.

Howard Brownstein has served as Financial Advisor to Debtors and to lenders and Creditor Committees in bankruptcy proceedings, and as a litigation expert in several cases, including the landmark Merry-Go-Round bankruptcy. Mr. Brownstein served as Chief Re- structuring Officer in U.S. Mortgage which involved a $138 million mortgage fraud, and as Plan Administrator in Montgomery Ward LLC, the largest retail liquidation in history.

Mr. Brownstein regularly serves as an independent corporate board member for publicly-held and privately-owned companies, as well as large nonprofits. He has been named “Directorship Certified” and a “Board Leadership Fellow” by the National Association of Cor- porate Directors (NACD), and served as Board Chair and President of its Philadelphia Chapter. He also served as Vice Chair of the ABA Corporate Governance Committee and co-chaired its programming, and has been named a Fellow of the American Bar Foundation, which includes only one percent of lawyers admitted to practice in any state. He has been a board chair, and also chaired board Audit, Risk, Nominating and Strategic Planning/Risk Assessment committees, and is a Qualified Financial Expert (QFE) for Sarbanes-Oxley purposes.

Howard Brownstein served for over 13 years until its sale in late 2023 on the Board of P&F Industries (NasdaqGM: PFIN), a publicly- held manufacturer/importer of air-powered tools, and chaired its Nom/Gov and Strategic Planning Risk Assessment Committees, He serves on the Board of Merakey, a large nonprofit provider of education and human services with more than 10,000 employees in several states. He serves as the sole board member of Community Council Health Systems, a nonprofit provider of behavior health and other services. He served as the Board Chair/CEO of Universal Services Associates, a designer and manufacturer of museum exhibits. He also served on the Board of Renew Financial, a leading provider of innovative PACE financing for home improvement projects, where he chaired its Risk and Operating Committees, as well as the Board of A.M. Castle & Co. (OTCQB: CASL), a multinational metals distribution and supply chain solutions company. He also served on the Board and chaired the Audit Committee of PICO Hold- ings (Nasdaq: PICO), a publicly-held diversified holding company with investments in water resources and storage operations, and real estate operations, and chaired the Audit Committee of LMG2, successor to Chicago Loop Parking, a $600Mil parking infrastructure entity in downtown Chicago, in which a lender group led by Société Générale succeeded to ownership following a restructuring. He also served as sole Board member of Betsey Johnson LLC, a privately-held designer and retailer of women’s apparel with equity sponsor Castanea Partners, and he previously served on the Board of Directors of Special Metals Corporation, a $1 billion nickel alloy producer, where he also chaired the Audit Committee. He also served on the Board and Audit Committee of Magnatrax Corporation, a $500 million manufacturer of metal buildings. He also served as Chair of the Board of Trustees of the National Philanthropic Trust, then the largest independent provider of donor advised funds. Mr. Brownstein previously served on the boards of a regional bank, a retail department store, and nonprofit Boards including Chair of a United Way agency.

Mr. Brownstein is a Certified Turnaround Professional (CTP). He served on the International Board of Directors of the Turnaround Management Association (TMA), its Executive Committee, and chaired its Audit Committee, and received TMA’s “Outstanding Individ- ual Contribution”. He served on the Board of the American Bankruptcy Institute (ABI), co-chaired its Complex Financial Restructuring Program and its Mid Atlantic Bankruptcy Workshop for several years, and is a Coordinating Editor of ABI Journal. He served on the Governing Board of Secured Finance Network Association (formerly CFA) Education Foundation. Mr. Brownstein is a frequent speaker at professional and educational programs, including at Harvard Business School, Wharton, NYU, Villanova Law School, ABI, ABA, the Association for Corporate Growth (ACG) and TMA. He has published over 120 articles, textbook chapters and e-books, including ABI’s Problems in the Code, has served on the Editorial Board of The Journal of Corporate Renewal, and chairs the Editorial Advisory Board of abfJournal.

Howard Brownstein is a graduate of Harvard Law and Business Schools, and of the University of Pennsylvania, where he obtained B.S. and B.A. degrees from the Wharton School and the College of Arts and Sciences. Mr. Brownstein is admitted to the bars of Pennsylva- nia, Massachusetts and Florida, but does not actively practice law. He also served in the U.S. Air Force Reserve, attaining the rank of First Lieutenant in the Medical Service Corps. He is reasonably fluent in Spanish, and also speaks some French and Japanese.

Elizabeth R. Gonzalez-Sussman

VICE CHAIR, SHAREHOLDER ACTIVISM PRACTICE

Elizabeth possesses a clear understanding of market practices, deep knowledge of the law, and extensive experience in advising clients on all aspects of shareholder activism. A talented lawyer and an excellent negotiator, she zeros in on the key issues, helps clients evaluate their situations, devises actionable, strategic plans, and provides exceptionally practical advice based on both her clients’ immediate goals and their long-term vision.

Hedge funds and other large investors in shareholder activist situations regularly rely on Elizabeth for legal and strategic guidance on everything from large stock accumulations, private engagements, letter-writing campaigns, consent and exempt solicitations, submitting shareholder proposals, negotiating settlements, running proxy contests, and making unsolicited offers.

Corporate directors and management teams at both public and private companies retain Elizabeth for advice when board-related issues or disputes arise. She has negotiated settlements for various investor groups at well-known companies including Primo Water Corporation, Kohl’s Corporation, and Bed Bath & Beyond. She represented an investor group in its successful proxy campaign for control at EQT Corporation and advised on the successful unsolicited acquisitions of Perry Ellis International by its founder George Feldenkreis, and R.R. Donnelley & Sons by Chatham Asset Management.

Both public and privately held companies also rely on Elizabeth’s guidance in mergers and acquisitions, capital-raising transactions, tender and exchange offers, and general corporate and securities law matters, including SEC reporting and corporate governance.

Elizabeth has been recognized as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism by Chambers USA, achieved Tier 1 “Leading Lawyer” recognition in The Legal 500 United States guide for M&A/Corporate and Commercial: Shareholder Activism – Advice to Shareholders every year since 2020, and has been recognized numerous times by Crain’s New York Business. She also was profiled in Business Insider as one of the top go-to lawyers for activist investors.