Randi V. Morrison

Randi V. Morrison

Class of 2012

Randi V. Morrison is an accomplished attorney and executive with 30 years of experience advising public company business executives and boards of directors on legal, regulatory, corporate governance, and business matters. Ms. Morrison has broad-based public company experience, having guided her clients through government investigations, securities class action and derivative litigation, and related matters; crisis, as well as ordinary course, disclosure, and investor relations matters; corporate governance, securities, and listing issues; mergers, acquisitions, and divestitures; debt refinancing and capital raising transactions; a myriad of anomalous (as well as routine) financial reporting and accounting matters and associated exchange listing issues; and all aspects of public company and industry-specific regulatory compliance.

Ms. Morrison is currently Senior Vice President – Communications, Member Engagement and General Counsel with the Society for Corporate Governance, a professional membership association of more than 3,500 corporate secretaries, in-house counsel, outside counsel, and other governance professionals who serve approximately 1,700 organizations, including 1,000 public companies of almost every size and industry. In this role, she supports the Society’s policy and advocacy efforts on behalf of members who are responsible for supporting the work of their corporate boards of directors and executive management on corporate governance, securities, regulatory, compliance, legal, sustainability, investor relations, and other matters; informs and educates members on developments and trends across each of these areas, as well as emerging areas of focus both within the US and internationally via authoring numerous publications and daily member engagement; and facilitates understanding and promotion of common and best practices. As General Counsel, she advises the organization on issues concerning its legal rights and obligations.

Before engaging in her current roles, Ms. Morrison served as Associate Editor of TheCorporateCounsel.net and a consultant to LRN (an international provider of legal, compliance, ethics management, and corporate governance solutions), and held general counsel and senior executive positions with DineBrands (publicly traded parent company of Applebee’s and IHOP) and CSK Auto Corporation, a publicly traded retailer of automotive parts and accessories. She also served as legal counsel for Venture Stores, Inc., a former publicly traded general merchandise discount retailer, and Del Webb Corporation, a former publicly traded developer of large master-planned communities (now a division of Pulte Homes). Ms. Morrison has particular expertise in operating issues in the retail, restaurant, and real estate sectors.

In her role as Senior Vice President, Legal, Secretary & General Counsel of DineEquity, Ms. Morrison was responsible not only for directing and managing the legal and risk management affairs of the Company and the brands, but also acting in partnership with the Applebee’s and IHOP brand leadership teams, employees and franchisees to support strategic brand initiatives. During her tenure, Ms. Morrison served as a trusted advisor to the board, and was instrumental in, among other things, developing and formalizing the Company’s compliance program, enhancing the Company’s corporate governance posture, and furthering the shared service model in the legal and risk management areas, a major company initiative.

As Senior Vice President, General Counsel & Secretary for CSK Auto Corporation, Ms. Morrison was responsible for all facets of the legal function, including corporate governance, securities, financing and capital raising, litigation, real estate, labor and employment (including compensation and benefits) and regulatory compliance issues. Ms. Morrison was also responsible for the Investor Relations, Risk Management and Internal Audit functions. During her tenure, Ms. Morrison worked directly with the board of directors and audit committee in connection with the legal and business consequences of SEC and DOJ investigations of the Company’s historical accounting practices, during which time she served as the principal contact with the audit committee, SEC, NYSE and the company’s outside auditor. With the CEO, Ms. Morrison worked directly with the board of directors in its review of strategic alternatives that ultimately led to the sale of the Company in 2008 to O’Reilly Automotive, Inc. She actively participated in handling all legal aspects of the merger, including post-merger integration of the two legal departments.

Ms. Morrison has a B.A. in Political Science from Washington University and her J.D. from Washington University School of Law in St. Louis.