Roya Behnia

Class of 2016

A public company c-­‐suite executive for many years in global industrial and life sciences 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, international expansion, complex commercial alliances, executive compensation, risk alignment, data security, crisis situations and business turnarounds.

Now senior advisor at BarkerGilmore, a boutique firm with a focus on strategic planning for corporate legal and compliance functions, 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 industrial and life sciences 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. 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 conglomerate publicly traded on the NYSE, and led the legal efforts of seven different industrial businesses with operations all over the world

Ms. Behnia is an expert in domestic and international M&A, having led bolt-­‐on, platform and transformational deal processes over the last two decades. At Pall, she was centrally involved in business discussions on M&A strategies and the capital allocation considerations underlying decisions to “buy versus build” and, if the former, the investment vehicle to use. She led all material M&A negotiations in both competitive and negotiated processes, including in a rapidly accelerated process for a global biopharma asset that ultimately sold for over $1 billion. Earlier in her career, she managed all M&A for the specialty engineered products group of SPX Corporation, including opportunity evaluation, due diligence and negotiations for the purchase of manufacturing enterprises in the US, China, Europe, and at bankruptcy auctions.

Ms. Behnia also has led transformational public-­‐company M&A.  Both Pall and Rewards Network were acquired after auctions that resulted from unsolicited offers. At Pall, she led the deal team in the negotiations for the sale of the company to Danaher, the result of an unsolicited offer that led to an expedited limited auction process with multiple parties. Ms. Behnia was responsible for all the legal aspects of the transaction, including preparing the company for sale, the Board governance process, due diligence, merger negotiations and all post-­‐signing matters, including employee/executive compensation matters, shareholder vote preparation and global antitrust filings. At Rewards the minority shareholder submitted an offer to take the company private and she was principally involved in the process to assure a fair transaction and in support of the Board's exercise of its fiduciary duties, including the constitution of a special committee. Ms. Behnia prepared that company for sale, including collaborating with outside counsel, bankers and the Board.

Ms. Behnia has worked in an international context since 1998. 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 and advised executives on commercial alliances in Japan, China and Europe. She led a department with a significant footprint in EMEA and Asia, and has advised on global alliances, intellectual property protection, EU data privacy, FCPA and other matters that affect all global companies. Because of these experiences, an education in international relations and her own family background, Ms. Behnia has a unique global focus and sensitivity to cultural nuances and business culture. She has connections to advisors in many countries.

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) and shareholder activism. She is deeply experienced in executive 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 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.

Earlier in her career, Ms. Behnia was a partner at Kirkland & Ellis in Chicago. She also has been a lecturer in law at the University of Chicago Law School and a member of its Visiting Committee. 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.