Roya Behnia

Roya Behnia

Class of 2016

A public company c-suite executive for many years, Ms. Behnia has advised boards of directors and senior management on a wide array of strategic matters in a global environment, including geographic expansion, strategic/business model transformation, M&A and complex commercial alliances, executive compensation, risk alignment, data security, crisis situations, and business turnarounds.  Currently, she is EVP, General Counsel and Chief Compliance officer of JELD-WEN, Inc., a global market leader in the manufacture of building products with $4.3 billion in revenues, 21,000 employees, and operations in over 20 countries.  JELD-WEN, a Fortune 1000/Russell 2000 company, is publicly traded on the NYSE.

She previously served as SVP, 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. Immediately prior to its sale, Pall, a market-leading manufacturer of complex filtration solutions for multiple life sciences markets and industrial markets, had revenues of almost $3 billion (with 70% generated outside North America), and operations in over 40 countries. Ms. Behnia led the negotiations for the sale of the company for $13.8 billion, a record-breaking multiple in the then-largest industrial deal of the last decade. Ms. Behnia also was an integral member of the CEO’s executive team responsible for setting global strategy and the international operating committee responsible for overall management of the business. In addition to her business advisory role, Ms. Behnia led the legal/risk functions (including compliance, information security, internal audit, and risk management) and served as the secretary to the Board of Directors where she advised on a wide array of public company governance matters. Ms. Behnia previously served as SVP of Rewards Network Inc. (NASDAQ: Chicago, Illinois), a digital business/financial services company. 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 conglomerate traded on the NYSE, and led the legal efforts of seven industrial businesses with operations all over the world.

Ms. Behnia has advised boards of directors on major strategic issues for many years, including M&A, capital allocation, bankruptcy, risk governance (e.g., ERM and cyber security), shareholder activism, and, more recently, corporate social responsibility initiatives. She is deeply experienced in executive and employee compensation and board risk oversight. Ms. Behnia 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 boards 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 security professionals and reported to the board’s cyber security task force.

Ms. Behnia has worked in an international context since 1998 and is an expert in international M&A transactions and complex commercial negotiations in industrial markets. She led many transactions in North America, EMEA, Australia, and China in both competitive and negotiated processes, with multiple deals in China establishing joint ventures and wholly owned foreign entities. Ms. Behnia also has managed restructuring projects in the UK, Mexico, Canada, the EU, and China, negotiated commercial alliances in Japan, China, and Europe, advised on global intellectual property protection, EU data privacy, FCPA, and other matters that affect all global companies. She has led departments based in Europe and Asia, Because of these experiences, her own personal family background, and an education in international relations, Ms. Behnia has a unique global focus and sensitivity to cultural nuances and business culture.

Earlier, Ms. Behnia was a partner at Kirkland & Ellis, and a lecturer at the U. of Chicago Law School. She graduated from the U. 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.