Michelle A. Friel

Michelle A. Friel

Class of 2014

Michelle has served as a senior-level executive at Fortune 500 publicly traded companies in positions ranging across General Counsel, Internal Audit Leader, International Operations President and Senior Supply Chain Leader, delivering accretive business results in domestic and global industries such as transportation, construction and aerospace. Her specific areas of expertise include: transformative business restructuring, IPOs, supply chain, strategic & financial planning, operational improvement – and providing organizational change management solutions in finance, legal, risk management, contracts, audit team alignment, and governance & compliance protocol to boards of directors in transformative environments.

Currently, Michelle is the Founder and CEO of GIRSA Group, LLC, her own advisory company primarily focused on engagements relating to governance, board, risk management and operational implementation alignment in IPO, M&A, restructuring and other transitional settings.

Michelle retired in 2017 as Vice President, General Counsel & Corporate Secretary from TopBuild Corp. (NYSE: BLD) (Divested from Masco Corporation [NYSE: MAS] and taken public in July 2015), where she was the only executive officer with prior public company officer experience. She was hired by Masco primarily to mentor various executive positions to develop a regular cadence of public company activities including financial reporting, governance and board integration.

Over the last decade Michelle played a significant role in the development of YRC Worldwide, Inc. and its subsidiaries [NASDAQ: YRCW], as Executive Vice President, General Counsel & Secretary, where she spearheaded numerous projects to enhance efficiency and transparency. Among many contributions, she organized extensive strategic communication campaigns and innovative contract negotiation approaches with labor unions to achieve liquidity positioning which served to influence key lending constituents; evaluated and managed company enterprise risk management processes to capture and facilitate post-restructuring strategy requirements; and managed legal and internal audit functions to provide prudent business judgment over investigations and communications initiatives resolving shareholder issues. In earlier YRCW roles, Michelle was the President and CEO of the company’s North American subsidiary in Mexico, providing guidance on a wide range of operational and strategic initiatives to attract new customer markets and support core business expansion initiatives. She also supported the GM in Asia for regulatory and compliance matters and management of the JV partnership, and served as the lead for domestic and international acquisitions and asset purchases in Asian and South American markets.

Between 2009 and 2012 Michelle was Senior Vice President, General Counsel and Corporate Secretary at Spirit AeroSystems Holdings, Inc., (NYSE: SPR) a foreign-controlled entity, where she managed complex commercial disputes and government investigations, and counseled aerospace and commercial business units on a broad range of contractual, unionized labor, government security and operational matters. She also managed strategic combination evaluation processes to support Tier 1 aerospace program platform growth and partnered with the finance department to effectuate several multi-billion dollar financings. Additionally, she worked on a broad range of security sensitive domestic and international matters for Spirit and its major customers and contractors including Boeing, Airbus, Gulfstream, Rolls Royce, Embraer and Sikorsky.

Michelle has significant board experience as Secretary to the Board at, TopBuild, Corp. (2015-2017), YRC Worldwide, Inc. (2012-2015) and Spirit AeroSystems, Inc. (2009-2012) – also serving as Spirit’s Government Security Committee Lead. Earlier, she was on the Board Engineering Committee and Compensation Committee at Metro Contracting, Inc. (2001-2005). Additional board related experience includes being a National Association of Corporate Directors (NACD) Board Governance Fellow; WomenCorporateDirectors Member; 2015 Director’s Consortium/Stanford University Graduate School of Business, Graduate; DirectWomen Board Institute/Tides Foundation Alumnae; Corporate Directors Forum/San Diego University Alumnae; and formerly serving on the boards of regional Girl Scout Councils.

Michelle received her Bachelor of Arts degrees in Anthropology and Atmospheric Science, and a Juris Doctorate degree, from the University of Kansas.

Strategic/Operational Restructuring

  • Led strategy development and execution for aerospace and commercial strategic business units on a broad range of legal, contractual, unionized labor and operational matters.
  • Centralized YRCW audit, corporate HR resources and legal functions from 10 years of non-integrated acquisitions to improve department and internal customer communication, staff development and team cohesiveness.
  • Restructured failed M&A integrations resulting in previously promised financial and operational synergies.
  • Effectuated successful corporate turnarounds by swiftly identifying and implemented needed changes to avoid bankruptcy and job loss.

Financial Acumen

  • Facing bankruptcy, sustained company viability by leveraging lending, labor and other constituencies for needed consensus.
  • Evaluated and arranged execution of financing such as credit agreements, notes, and asset-backed loans to support strategic operational requirements and sustainability.
  • Direct Audit Department management responsibilities for publicly reporting companies.
  • P&L leadership of network operations in Mexico.
  • Over 15 years of managing various department budgets exceeding $10M.
  • Working with Tax VP, created a tax strategy for company benefit to locate plants in Malaysia and North Carolina.

Board / Governance Experience

  • TopBuild and YRCW Secretary to the Board.
  • Spirit Secretary to the Board and on Government Securities Committee – holding “Secret” clearance.
  • At TopBuild, YRCW and Spirit, led a best practices roll-out of Compensation Committee and Governance Committee functions to assist newly-formed board operations.
  • Served on the boards of a variety of YRCW and Spirit various international subsidiaries in Asia, Latin America and Europe.
  • Implemented comprehensive Ethics & Compliance programs with international scope.
  • As Chief Compliance Officer chaired the disclosure committee and coordinated ethics and internal audit investigations and corporate governance compliance.
  • National Association of Corporate Directors (NACD) Board Governance Fellow; 2015 Director’s Consortium/Stanford University Graduate School of Business; DirectWomen Board Institute/Tides Foundation Alumnae; Corporate Directors Forum (2011, 2013)/San Diego University; Member, WomenCorporateDirectors.

Global Market Perspective

  • Deep experience in import and export compliance, and managed operational compliance for Canadian and Asian subsidiaries.
  • President and CEO of YRCW North American subsidiary in Mexico with $24M in revenues.
  • Based in Shanghai providing oversight compliance for all Asian asset-based and joint venture operations.
  • Established plant in Malaysia and customer onsite operating locations in various other locations.
  • Company representative for Spirit operations in Tel Aviv.
  • Immigration governance experience in Europe: Scotland, Germany and France.

Risk Management

  • Formulated, implemented and directed enterprise risk management processes at YRCW from ground up to board reporting package.
  • Managed all annual shareholder meeting processes including proxy disclosure strategy development and shareholder services & executive compensation concerns.
  • Strategically dispositioned all activist shareholder and attorney actions.

Legal Expertise

  • Three-time General Counsel & Corporate Secretary, twice at global Fortune 500 public Corporations, each with >$5B in revenue: respectively, YRC Worldwide, Inc. (NASDAQ: YRCW); Spirit AeroSystems Holdings, Inc. (NYSE: SPR); and also >$1B in revenue TopBuild Corp (NYSE: BLD).