SUMMIT AGENDA

Jay Frankl is a Managing Director with Alvarez & Marsal Disputes and Investigations and leader of the Shareholder Activism and Contested M&A practice. He focuses on assisting management teams and boards of directors with developing and executing on strategies designed to maximize shareholder value, particularly in situations where vulnerabilities become apparent.

Changhwan Lee is the Founder, Chief Executive Officer, and Chief Investment Officer of Align Partners Capital Management, which he established in 2021. At Align, Mr. Lee has led shareholder engagement campaigns at SM Entertainment; seven publicly listed Korean banks (KB Financial, Shinhan Financial, Hana Financial, Woori Financial, BNK Financial, DGB Financial, and JB Financial); Doosan Group, Coway, STIC Investments, SOLUM, Gabia, Dentium, DB Insurance, and A Plus Asset Advisor.

Prior to founding Align, Mr. Lee was an investment professional in KKR's Korea Private Equity team, where he worked on several private equity investments, including Oriental Brewery and KCF Technologies (now SK Nexilis). Previously, he worked in the Investment Banking Division at Goldman Sachs in Seoul, advising public and private companies in Korea on mergers and acquisitions. 

Mr. Lee received a Bachelor of Business Administration, summa cum laude, from Seoul National University.

Bill Dooley is Managing Director, M&A and Activism at Sodali & Co, where he advises management teams and boards on shareholder activism defense, corporate governance, and M&A. With more than 15 years of experience, Bill works closely with Sodali’s clients to develop investor engagement strategies, monitor shifts in their shareholder base, and strengthen their activism preparedness protocols and strategy.

Bill advises domestic and multinational corporations across all market capitalizations. He helps clients understand their shareholder profile from a voting-control perspective, identify potential vulnerabilities, and assess the implications of contested situations and strategic transactions.

Bill has recently advised on transformative M&A transactions, including Union Pacific/Norfolk Southern, Magellan Midstream/ONEOK, and Capital One/Discover, as well as a number of high-profile contested situations, including Southwest Airlines/Elliott, Kenvue/Starboard, Hasbro/Alta Fox, Lululemon/Chip Wilson, and Freshpet/JANA Partners.

• Rich joined Jefferies in 2025, after nearly two decades at Lazard, where he was a senior leader in Capital Markets Advisory and led the firm’s global efforts advising boards and management teams on shareholder engagement and activism defense strategies

• Rich has advised companies through some of the most complex and high-profile shareholder situations. His deep experience and trusted relationships position him to help our clients navigate an increasingly dynamic activism landscape

• His clients range from some of the largest public companies in the U.S. and Europe to companies at all stages of their public company journey  

• Prior to Lazard, Rich served as a Captain in the U.S. Army’s 173rd Airborne Brigade, based in Italy, and deployed to Iraq and the Balkans. He brings exceptional leadership and discipline to his client engagements

• Rich holds an MBA from Harvard University and dual bachelor’s degrees in Mathematics and Mechanical Engineering from the United States Military Academy

Sebastian Tiller is Head of Vinson & Elkins’ Strategic Mergers & Acquisitions practice. Sebastian represents corporations, private equity firms and financial advisers in a range of mergers & acquisitions transactions and corporate governance matters. He has deep experience representing public and private companies in multi-billion dollar strategic mergers & acquisitions and has closed high-profile transactions in the financial services, technology, energy and consumer goods industries, among others.

Felipe Ucrós advises companies on strategy and communications matters related to investor relations, M&A, activism planning and defense, litigation and issues management.

Felipe has worked on financial communications and investor relations assignments for companies including IBM, Baxter International, Bristol-Myers Squibb, and Duke Energy, among others. Highlights of his transaction experience include advising The Walt Disney Company on its acquisition of 21st Century Fox assets, 3G Capital’s $7.1 billion acquisition of Hunter Douglas and $9.4 billion acquisition of Skechers, IBM in its acquisitions of HashiCorp and Confluent, Cargill and Continental Grain on their $4.5 billion acquisition of Sanderson Farms, and Dunkin’ Brands’ sale to Inspire Brands for $11.3 billion. His activism defense experience includes advising clients on engagements with Elliott Management, Starboard Management, Jana Partners, Anson Funds and Irenic Capital, among others.

Felipe leads the firm’s Investor Relations practice and assists companies with equity narrative development, in-depth investor surveys and benchmarks, and managing difficult disclosures. Felipe also regularly advises companies with the planning and development of investor days.

His issues management and litigation experience includes supporting Wayne-Sanderson Farms in antitrust litigation in Illinois, and Marriott International in the disclosure of the cyber breach of the Starwood reservation database. At a prior firm, he supported BP’s litigation communications matters following the Deepwater Horizon accident and spill. He also assists public and private companies with litigation communications, legal settlements and government enforcement actions.

Felipe helped establish Gladstone in 2017 after earning an MBA at Columbia Business School. While at Gladstone, he has been named to PR Week and the National Investor Relations Institute’s (NIRI) 40 under 40 lists. Felipe started his career at Brunswick Group. He graduated summa cum laude from New York University with bachelor’s degrees in History and Communications Studies. Felipe’s mother tongue is Spanish. When he’s not injured, he spends his free time running or cycling. Felipe lives in New York with his wife and son.

Nels Hansen is a partner in White & Case’s Corporate/M&A practice, based in Tokyo. He advises clients on complex public and private M&A, contested transactions, investments and joint ventures across the United States, Japan, Europe and Asia. His experience spans technology, media and telecommunications, energy and infrastructure, as well as private equity and venture capital.

Nels has significant experience advising both companies facing activist shareholder campaigns and engagement or activist hedge funds. This dual perspective enables him to help Japanese and international clients navigate shareholder activism, board governance and contested corporate situations in a cross-border context.

In addition to his transactional practice, Nels teaches “M&A and Strategic Alliances” at Keio Law School. He previously worked at Japan’s Ministry of Economy, Trade & Industry and the Research Institute of Economy, Trade & Industry. Nels is a member of the Tokyo Bar Association.

Nels will speak on the International Activism session, addressing developments from the 2026 proxy season, the outlook for 2027 and emerging legal, regulatory, and technology considerations for boards.

James Hawkins is a Partner and Head of the L1 Capital Catalyst Fund. James has run the Catalyst Fund since its inception in 2021. He is on the Investment Committee and oversees all activist initiatives.

Prior to joining L1 Capital, James spent nearly 10 years at Flagstaff Partners, where he was a Managing Director and Equity Partner who originated and executed M&A, equity and debt transactions. Previously, he worked at Macquarie Capital in Melbourne and New York where he was involved in a number of successful principal investments and a wide range of investment banking transactions after beginning his career at Clayton Utz as a solicitor.

James holds a double degree in Law and Commerce from Monash University, with Honours in Law.

Hiromi Yamaji is the Group CEO of the Japan Exchange Group, Inc. Since joining the group in June 2013, he has been leading several developments in the Japanese financial market as CEO of Osaka Exchange, Inc. (2013-2021) and CEO of Tokyo Stock Exchange, Inc (2021-2022). He now continues to lead several developments, of Corporate Governance reform, Interest rate market expansion, Electricity Power futures as Group CEO of the Japan Exchange Group, Inc (2023-).

Before joining the group, Mr. Yamaji had 36 years of experience specializing in investment banking and served as Executive Vice President, and Head of Global Investment Banking at Nomura Securities Co., Ltd. During his professional career, he worked in Europe and the US for 18 years and served as President and CEO of Nomura Europe Holdings plc in London, and Chairman of Nomura Holding America Inc. in New York.

He graduated from the Law Faculty at Kyoto University, and holds an MBA from the Wharton School at the University of Pennsylvania.

Rob Hale is Co-Chief Executive Officer of ValueAct Capital. Mr. Hale is a member of the firm’s Management Committee, leads the firm’s investing activities in Japan and serves as Co-Portfolio Manager of the ValueAct Japan Fund. He joined ValueAct in 2011 and has been a partner since 2014.

ValueAct Capital, established in 2000 and based in San Francisco, CA, is an investment firm managing over $10 billion on behalf of some of the world's largest institutional investors. ValueAct Capital's strategy is to invest in high quality companies with underappreciated growth opportunities, and to collaborate with boards and management teams to support their efforts to focus and transform. ValueAct Capital's own partners have built a track record serving on over 55 public company boards in North America, Europe and Asia.

• Former Partner and Executive Committee member at JANA Partners (2005-2020) and former Partner and Head of Shareholder Activism at Engine No. 1 (2020-2021).
• Charlie joined JANA in 2005 as general counsel to run activist communications, then became a member of the investment and activist teams, and later a Partner and member of the Executive Committee.
• Extensive engagement experience with companies of all sizes including Whole Foods, CNET, Agrium, Qualcomm, and McGraw-Hill.
• He has also conceived and led successful returns-driven campaigns focused on material business sustainability value drivers at Exxon, Apple, and McDonald’s.
• Previously with Schulte, Roth & Zabel (2004-2005), General Electric (2001-2004), Cravath, Swaine & Moore (1999-2001), and prior to graduating law school in 1999 worked in communications on Capitol Hill and as an intern at the White House.
• JD from the University of Pennsylvania Law School (1999), where he was a member of the Law Review and graduated Order of the Coif, and a BA in history and political science from Miami University (1994).

Professional Background

• Since 2022: Co-Founder and Managing Partner at Spectrum Entrepreneurial Ownership (SEO)

• 2018 to 2021: Partner of ENA Investment Capital in London, UK

• 2010 to 2018: Vice President at Cevian Capital in Pfäffikon, Switzerland

• 2009 to 2010: Consultant at Oliver Wyman

• 2007 to 2009: Analyst in Morgan Stanley’s Investment Banking Division

Board Mandates

• Since 2024: Member of the Board of Directors at Landis+Gyr

• 2024 to 2025: Member of the Board of Directors at u-blox

Academic Background

• Master’s degree in Business Administration from Johann Wolfgang Goethe University

• CFA charter holder

A German national born in 1981, Fabian is married with two children (age 10 and 8) and lives in Lachen, Canton Schwyz, Switzerland

Andrew Taylor is Co-founder, Partner and Head of Research at Carronade Capital, a ~$2.6b credit oriented special sits fund. Prior to joining the firm in May of 2020, Mr. Taylor was a Portfolio Manager at Elliott Management Corporation, where he worked from 2015 through 2020. In that role, he identified and managed several of Elliott’s distressed, private commitments of capital, private equity, and activist equity investments. While at Elliott, Mr. Taylor invested across a variety of industries, including energy, media and telecommunications and worked closely with Mr. Lyon and Mr. Rollins on several investments.

Before joining Elliott, from 2009 through 2015, Mr. Taylor was a Director in BlackRock’s Distressed Products Group and BlackRock Credit Alpha. Mr. Taylor led the oversight on the distressed and special situations portions of the portfolio and managed investments, including primary and secondary credit, distressed, and equity positions across numerous funds. Prior to BlackRock’s acquisition of R3, from 2006 through 2009, Mr. Taylor was a member of the investment team at R3 Capital Partners and prior to R3 spinning out of Lehman Brothers, Lehman Brother’s Global Principal Strategies. At R3 and Lehman Brothers, Mr. Taylor focused on distressed debt, event driven special situations and capital structure arbitrage.

Anne L. Mariucci is an experienced public company director and former operating executive with more than three decades of leadership in homebuilding, real estate development, and finance. She previously served as President of Del Webb Corporation following its merger with Pulte Homes, where she oversaw large-scale homebuilding and community development operations.

Ms. Mariucci currently serves on the boards of Taylor Morrison Home Corporation and Centuri Holdings, Inc., and in May completed two decades of service on the board of Southwest Gas Holdings, Inc.. Across her board roles, she has been deeply involved in governance, strategy, and capital allocation, including leading board-level responses to shareholder activism and complex strategic transactions.

She also serves as Chair of the Board of Banner Health, one of the largest nonprofit healthcare systems in the United States, and chairs the investment committee for a major university endowment. Earlier in her career, she served as Chairman of the Arizona Board of Regents.

Ms. Mariucci is a certified public accountant and has completed executive education at Stanford Graduate School of Business.

Dani Brown is a global technology executive and digital governance leader who brings boardroom oversight of digital, AI and cybersecurity risk, built on 25 years running technology for large global manufacturers. She was inducted into the CIO Hall of Fame in 2026.

BOARD EXPERIENCE

• Performance Food Group Company (2024–present) —Fortune 100 company and one of the largest food and foodservice distributors in North America. Audit and Technology Committees.

• Corewell Health (2023– present) —health system providing both care and coverage. Chair, Compliance and Risk Committee.

• PRA Group, Inc. (2019–2024) —global leader in acquiring and collecting nonperforming loans. Compensation and Risk Committees; formerly Audit.

CIO LEADERSHIP

• Whirlpool Corporation—SVP and CIO of the $17B global home appliance manufacturer. As senior-most technology officer, led the global IT organization and set the strategy for technology and AI across the enterprise.

• Brunswick Corporation—CIO of the $4.5B boat and marine propulsion manufacturer. Built the analytics and innovation agenda, strengthened cybersecurity posture, and set acceptable risk levels with executive management and the board.

• DuPont—majority of her career at the $23B diversified industrial manufacturer, including three years based in Asia. Led the global transformation, modernization and productivity programs behind the company's cost-reduction and spin-off strategy, using data as a strategic asset to raise revenue and lower cost.

BOARDROOM CONTRIBUTION

Digital and AI strategy, cybersecurity and technology risk oversight, enterprise transformation, and global operating experience across four industries.

George Llado is Chief Executive Officer of Tile.ai, an enterprise AI data platform that lets AI agents securely access and query data where it lives, with native governance and identity pass-through built in. He joined tile.ai from its board to lead the company’s next phase of growth.

A biopharma veteran with more than 35 years in business, information technology and cybersecurity, George most recently served as Senior Vice President and Chief Information Officer of Alexion Pharmaceuticals. There he built the Global Information Technology function serving patients and families living with ultra-rare diseases, and his team delivered technology and data-driven insights across R&D, Commercial functions and Supply Chain.

Before Alexion, George was Vice President and Business-Line CIO at Merck & Co., where he led IT and Shared Business Services integration for the Merck/Schering-Plough merger. He began his career at Citibank, N.A.

George serves on the boards of Charles River Laboratories, TraceLink and the National Center for Women & Information Technology (NCWIT), and on the senior advisory boards of Iridius.ai and Sierra Ventures. He holds a B.S. in Computer Science from New York Institute of Technology and completed executive programs at Harvard Business School, led by Jim Cash, and The Wharton School program for Merck Executives.

His recognitions include the NSBE Boston Lifetime Achievement Award (2023), a place on the Forbes CIO Next list of tech executives redefining the CIO role (2021), and the Information Technology Leadership Award from Temple University’s Fox School of Business (2018).

For more than three decades, Ed has provided strategic communications counsel to U.S. and international companies and private equity firms contending with mission-critical business opportunities and challenges.  Ed is sought out for his experience and expertise in preparing for and responding to cybersecurity incidents that combine a mix of providing strategic counsel and pragmatic problem solving all while helping clients see around corners. Clients have spanned across many industries, including financial services, industrial, energy, retail, technology, media, business services, healthcare, among others. Ed’s preparedness planning and tabletop exercises, and incident response experience involves supporting clients on a variety of attacks including malware, social engineering, network, applications, access and credentials, and supply chain.

John Roe is Global Co-Head of BlackRock Investment Stewardship (BIS). The team engages companies and others in the investment stewardship ecosystem, and votes company proxies, to promote governance and business practices aligned with long-term value creation by the companies in which BlackRock invests on behalf of clients. Prior to this role, John served as Head of Americas for BIS.

John has served as a member of the Council of Institutional Investors Corporate Governance Advisory Council, the National Association of Corporate Directors (NACD) Blue Ribbon Commission on the Future of the American Boardroom, and is a frequent speaker and commentor in the space.

Previously, John was a Partner and co-leader of the Governance and Corporate Stewardship practice at the corporate communications firm Joele Frank. In this role he advised boards of directors and senior executives on matters including board composition, executive compensation, disclosure and reporting, and shareholder engagement. He has additionally led the Analytics and Corporate Advisory teams at Institutional Shareholder Services (ISS), a proxy advisory firm, and served as the Chief Operating Officer and Chief Compliance Officer of an investment advisor. John served on the White House staff supporting the development of the Office of Homeland Security in 2001-2002, was a consultant with McKinsey & Company, and served as an officer in the United States Coast Guard.

John is also a pilot, a shade tree mechanic, and a recovering electrical engineer.

Sebastian Alsheimer heads the firm’s Shareholder Engagement and Activism Defense practice. His practice is focused on advising public companies and their boards on shareholder activism defense, proxy contests, settlement negotiations, and corporate governance matters, drawing on his experience in over 400 activism situations globally. Before joining Cleary, Sebastian was a partner at the leading legal advisor to activist investors, giving him distinctive insight into activist strategies and objectives from both sides of the table. Sebastian is routinely recognized as one of the leading activism defense attorneys in the U.S.

Leza Bieber is a corporate partner at Freshfields US LLP, where she is the US head of activism defense and shareholder engagement, focusing on activism and takeover defense preparedness and corporate governance.

Ms. Bieber advises boards of directors and executive management teams on activism, governance and crisis management, including stakeholder engagement and board and disclosure issues. Ms. Bieber is a recognized thought leader on governance and activism matters. For the last five years, Ms. Bieber co-hosted Freshfields’ annual post-proxy season event with leading institutional investors to demystify investor views and expectations with hundreds of public company clients. She also regularly chairs a panel at Corporate Board Member’s Boardroom Summit on shareholder activism and engagement trends. She is the co-editor of Freshfields’ annual proxy season recap, co-host of our webcast series on governance and disclosure updates and co-host of our governance podcast series. Leza is ranked as “Up and Coming” by Chambers and a “Rising Star” for shareholder activism and corporate governance and is a key member of the Tier 1 corporate governance group, both as ranked by Legal 500. Ms. Bieber received a J.D and a B.A in economics and psychology from New York University.

Jesse Cohn is a Managing Partner at Elliott, along with Gordon Singer. Together, they manage Elliott’s Investment Committee and support Jon Pollock and Paul Singer in overseeing Elliott’s global investment strategies. He joined Elliott in 2004 and was made a Partner in 2017. Mr. Cohn is a member of the firm’s Management, Risk, Allocation, and Investment Committees.

Mr. Cohn is a member of the Advisory Board at the Harvard Law School Program on Corporate Governance.

Prior to joining Elliott, Mr. Cohn was an Analyst in the mergers and acquisitions group at Morgan Stanley.

Mr. Cohn earned his B.S. in Economics from the University of Pennsylvania’s Wharton School of Business, from which he graduated summa cum laude.