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Roya Behnia

A public company c-suite executive for many years in global industrial, life sciences and digital business services markets, Ms. Behnia has advised boards of directors and senior management on a wide array of strategic matters in a global environment, including M&A and complex commercial alliances, executive compensation and human capital planning, corporate governance, risk alignment, data security, crisis situations and business turnarounds.

She served as Senior Vice President, General Counsel and Corporate Secretary of Pall Corporation, a NYSE-traded, Fortune 1000/S&P 500 company, until its acquisition by Danaher Corporation in September 2015. Pall develops and manufactures complex filtration solutions for life sciences and industrial markets with operations in over 40 countries and 70 percent of its revenues generated outside North America. Ms. Behnia was an integral member of the CEO’s seven-person executive team responsible for setting global strategy and of the global operating management committee responsible for overall management of the business. In addition to her business advisory role, Ms. Behnia led the legal and risk functions (including compliance, information security, internal audit and risk management). Ms. Behnia previously served as Senior Vice President of Rewards Network Inc. (NASDAQ: Chicago, Illinois), a digital business/financial services company. At Rewards Network, Ms. Behnia led the legal, compliance, human resources and risk management functions and was a member of the executive management committee. Prior to Rewards Network, she was Group General Counsel of a $1 billion segment of SPX Corporation, a global diversified industrial company publicly traded on the NYSE, and led the legal and M&A efforts of seven different industrial businesses with operations all over the world

Ms. Behnia has advised public company boards of directors on major strategic issues throughout her career, including global M&A, capital allocation, bankruptcy, risk governance (e.g., ERM and cyber security) and shareholder activism. She is deeply experienced in corporate governance, executive compensation and board risk oversight. She has worked closely with compensation committees in structuring executive compensation programs aligned to company strategy and in accord with leading practices; nominating and governance committees in revamping and simplifying corporate governance structure, board processes and board communication; and audit committees on effective disclosures and enterprise risks. Ms. Behnia has also advised the boards of her companies on emerging cyber security risks and the cross-border use of personal data, having managed global privacy and data security functions. At Pall, she led a global team of IT professionals focused on information security and reported to the board’s cyber security task force.

Ms. Behnia is an expert in global M&A transactions and complex commercial negotiations. She led the strategic sales of Pall and Rewards Network in competitive auction processes and significant bolt-on and platform acquisitions and divestitures in North America, EMEA, Australia and China in both competitive and negotiated processes. The sale of Pall resulted in a record breaking multiple and was the largest industrial deal in the last decade. While at Pall, she also led the simultaneous bidding and negotiation for a biotechnology manufacturer based in Europe and a competitive auction for a global biopharma asset that was sold for $1.2 billion to a competitive bidder. At SPX, she led the company’s first acquisition in China and later successfully completed the negotiations for the acquisition of a Sino-Japanese joint venture boiler manufacturer, a process made more difficult by the lack of communication between the Chinese and Japanese partners and no common language. She has subsequently gained significant expertise in all strategic issues related to acquisitions and joint ventures in EMEA and Asia (particularly China), including IP risks, government regulation and business culture. Ms. Behnia worked closely with finance and corporate development executives in the strategic and financial analysis underlying all M&A activity.  She also has extensive experience negotiating complex commercial, intellectual property and real estate transactions globally and has established green fields operations in emerging markets.

Ms. Behnia has worked in an international context since 1998. Not only has she led international transactions in Europe and Asia, with multiple deals in China establishing joint ventures and wholly owned foreign entities, she also has managed restructuring projects in the UK, Mexico, Canada, the EU and China and advised executives on commercial alliances in Japan, China and Europe. Ms. Behnia led a department with a significant footprint in EMEA and Asia Pacific and has advised on global alliances, intellectual property protection, EU data privacy, FCPA and other matters that affect all global companies. As a result of these experiences, her education in international relations and her own family background, Ms. Behnia has a unique global focus and sensitivity to cultural nuances. She speaks Farsi fluently and has working knowledge of Spanish.    

Throughout her career, Ms. Behnia developed extensive crisis management and business turnaround experience. Within the first few months of her tenure at Rewards Network, Ms. Behnia turned around a “bet the company” crisis by successfully resolving class action litigation to avoid bankruptcy, advised the Board throughout the process and implemented pivotal business changes in the aftermath, including revamped customer communication and sales training. She led similar efforts with other troubled companies.

Earlier in her career, Ms. Behnia was a partner at Kirkland & Ellis. She also has been a lecturer in law at the University of Chicago Law School, a member of its Visiting Committee and is a columnist for the ABA Journal on innovation in practice. She has been a frequent speaker at a variety of professional conferences. She graduated from the University of Chicago Law School with honors in 1991 and Harvard University with a bachelor’s degree, magna cum laude, in government in 1987.  Corporate Board Member magazine (NYSE/Euronext) named Ms. Behnia a "Top General Counsel to Watch" in 2013.