Experience Claims Resolution

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1 \ JAY FRANK CASTLE is a certified mediator/facilitator and corporate director with 25 years experience in business and law. Jay is a co-founding member/manager of Level Mediation LLC, a firm that provides bias-free mediation and facilitation services. He is also a co-founding member/manager of Castle Partners LLC, which provides business optimization services to small to medium size organizations. Jay serves on the boards of directors of two privately-held companies - a soft drink distributor in Northwest Arkansas and a professional services firm in metropolitan New York City. Jay is the former vice president, assistant corporate secretary and general counsel, and chief litigation counsel for a Fortune 200 company. Among other things, Jay was responsible for managing that company s Chapter 11 reorganization, which included resolving approximately 20,000 scheduled and filed claims presented in that case. Prior to that, he was a partner and associate at several prominent Atlanta law firms. He received his Doctor of Law (with Distinction) from Emory University School of Law and his Bachelor of Arts (with High Honors) from the University of Florida. Experience Claims Resolution Co-founder of privately-held mediation and facilitation firm Primary responsibility for Litigation Department at Fortune 200 public company; led 3 person team consisting of 2 paralegals and administrative assistant, along with panel of approximately 20 outside law firms; substantial business litigation and administrative dispute experience in private law practice Primary responsibility for Government Relations Department at Fortune 200 public company; led 2 person team consisting of 2 paralegals, along with panel of approximately 5 outside law firms and 6 trade associations (i.e., Food Marketing Institute, National Retail Federation, Florida Retail Federation, etc.) Advised senior management at Fortune 200 public company on general liability litigation and workers compensation defense activities and related insurance coverage issues; collaborated with senior director of risk management, director of claims, and 3 claims managers, along with third party administrator and panel of approximately 15 outside law firms Substantial litigation experience in private law practice Co-founded Level Mediation LLC, the first firm in the United States to emphasize and embrace the diverse perspectives of its panel of mediators and facilitators; the firm mediates and facilitates with attorneys and their clients, as well as individuals and businesses. Developed and executed business-appropriate strategies for resolving ongoing commercial matters (i.e., accounts receivable and accounts payable disputes, product/service performance level disputes, intellectual property disputes, etc.) Jay Frank Castle CV Page 1

2 Developed and executed business-appropriate strategies for resolving ongoing landlord/tenant and other real property matters (i.e., property maintenance disputes, title disputes, breach of property covenant disputes, property acquisition & development disputes, etc.) Developed and executed business-appropriate strategies for resolving ongoing antitrust matters (i.e., class action litigation, opt out/direct actions, etc.) Developed and executed business-appropriate strategies for resolving ongoing federal, state and local regulatory agency proceedings & disputes (i.e., USDA/FDA, FTC, IRS FINCEN, state Departments of Agriculture, state Boards of Alcohol & Tobacco, state Boards of Health/Pharmacy, state Consumer Protection Departments, county/parish & municipal Zoning, Environmental, Public Health, and Consumer Protection agencies) Developed and executed business-appropriate strategies for resolving ongoing federal and state income tax disputes (i.e., federal income tax litigation, federal company owned life insurance (COLI) litigation, Florida stamp tax litigation, Louisiana corporate income tax litigation, etc.) Developed and executed business-appropriate strategies for resolving ongoing county property tax/ad valorem disputes Developed and executed business-appropriate strategies for resolving ongoing eminent domain disputes (i.e., right of way acquisitions and related issues of compensation/business damages, ingress/egress, traffic flow & parking, etc.) Developed and executed business-appropriate strategies for resolving ongoing environmental disputes (i.e., CERCLA/Superfund litigation, federal and state clean water litigation, etc.) Supported Communications Department in preparing company responses to media requests for statements Served as primary company liaison with trade associations for purposes of monitoring, lobbying and counseling senior management regarding pending federal, state and local legislation/regulations Experience Corporate Governance & Facilitation Co-founder of privately held business optimization services firm. Service on 2 privately-held companies boards of directors with primary focus on facilitation of strategic planning and execution Primary responsibility for Governance, Risk & Compliance Department at Fortune 200 public company; led 7 person team consisting of senior director - compliance, Sarbanes-Oxley & PCI compliance manager, 4 compliance specialists/analysts, and assistant corporate secretary, along with 2 outside law firms and 5 outside professional firms (i.e., risk assessors, hotline management & reporting services, etc.) Co-founded Castle Partners LLC, a business optimization services firm that assists small to medium sized companies in the areas of strategy & enterprise risk management, corporate governance, human Jay Frank Castle CV Page 2

3 resources and organizational effectiveness, diversity & inclusion, finance, operations, and other corner office functions. Serves as lead outside director for privately-held soft drink distribution company in Northwest Louisiana. Company consistently ranks in top 1% in national system for sales per capita and other business metrics. Serves as lead outside director for privately-held professional services firm in metropolitan New York City. Company currently focuses on claims processing services for Chapter 11 debtors but is expanding into other business areas. Developed and implemented business-appropriate Enterprise Risk Management program for use by Board and senior management to identify, assess and mitigate applicable strategic, financial, operational, legal/regulatory, and reputational risks. Key features of ERM program included: Collaborating with management, Internal Audit Department and external auditors to identify & address key risks Facilitating Board consideration of identified strategic risks Administering, facilitating & supporting 7 cross-functional teams assigned to specific risk areas, with goal of identifying & assessing material risks and developing business-appropriate responses/programs Quarterly reporting to Board, Audit Committee, and senior management of selected risk metrics and special projects developed to respond to targeted risks Developing & publishing Standard Operating Policies/Procedures to address targeted risks Supported Board members, senior management, Investor Relations and Total Rewards Departments in institutional investor outreach efforts relating to governance issues Prepared public company s Board of Directors and Board Committee agendas and presentation materials, prepared Board and Committee minutes, and supervised scheduling of Board and Committee meetings Provided primary legal/business support to Nominating & Corporate Governance Committee Prepared and filed Forms 10-K and 10-Q in collaboration with Accounting, Internal Audit and Investor Relations Departments Prepared, filed and distributed annual proxy statement in collaboration with Accounting, Internal Audit, Investor Relations, Communications and Total Rewards Departments Supervised preparations for annual shareholders meeting Supervised preparation of director and officer Section 16 filings Administered Sarbanes-Oxley compliance program in collaboration with Internal Audit Department Jay Frank Castle CV Page 3

4 Administered Payment Card Industry Data Security Standards compliance program in collaboration with IT Department Supervised subsidiary governance and administration Experience Business Reorganization Primary responsibility for Chapter 11 case filed by Fortune 200 public company and 22 related subsidiaries; led cross-functional, 100-plus person team consisting of company personnel from Finance, Accounting, Retail Operations, Real Estate, Legal, Risk Management and Communications Departments, along with 4 outside law firms, outside financial advisory firm, outside investment banking firm, outside turnaround advisory firm, outside claims & noticing agent firm, outside property liquidation firm, and other professionals Substantial experience in private law practice Facilitated and supported comprehensive restructure of company operations: exited multiple noncore market areas via lease assignments or rejections and accompanying asset sales and, for Bahamas, via equity sale; exited selected store locations within core market areas via lease assignments or rejections and accompanying asset sales Assessed and resolved 20,000-plus scheduled & filed claims against 23 separate debtor entities Facilitated and supported negotiations to obtain favorable Debtor in Possession financing/credit facility immediately upon Chapter 11 filing Negotiated compromise plan of reorganization that resolved substantive consolidation, appropriate distribution levels, and numerous other issues amongst competing creditor groups and other constituencies Prepared and filed plan of reorganization, disclosure statement and related documents Facilitated and obtained creditor approval and bankruptcy court confirmation of plan and related matters Facilitated and supported negotiations to obtain favorable exit financing/credit facility upon confirmation of plan Represented company at all bankruptcy court hearings Supported Communications Department at numerous media briefings and in preparing company responses to media requests for statements Experience Quality Systems Primary responsibility for Quality Systems Department (previously known as Quality Assurance & Food Safety) at Fortune 200 public company; restructured & led 28 person team consisting of senior director of quality systems, 2 directors of quality systems, manager of laboratory services, 5 food lab/quality technicians, and 19 perishable product inspectors at 5 distribution centers, along with 3-5 Jay Frank Castle CV Page 4

5 outside professional firms (i.e., facility auditors/assessors, database administrator, microbiological testing lab, etc.). NOTE: Quality Systems is a business discipline supporting the processes utilized throughout the value chain in bringing products to consumers, and involves significant interactions with suppliers, logistics, distribution centers, and retail stores with the goal of creating measurable improvements in product quality and safety. Developed and implemented quality management system (QMS) interactive database used to manage & report on product and vendor performance Developed and implemented comprehensive supplier/product standards for use in communicating company expectations to vendors Developed and implemented robust assessment processes for certain targeted categories of suppliers, and enhanced existing audit processes for all suppliers Developed and implemented robust inbound and outbound perishable products standards & inspection processes Developed and implemented cost of quality initiatives for targeted business areas in retail stores (sanitation, prepared foods) and in suppliers operations (private label beverages) Facilitated and supported comprehensive company review/gap analysis of targeted produce items (bananas, bagged lettuce, berries, apples & tomatoes) Developed and implemented more efficient processes for product recall execution and introduced enhanced tracking systems - recall execution performance immediately improved from approximately 55% compliant to over 95% compliant Supported Communications Department in preparing company responses to media requests for statements Experience Business Insurance Facilitated, advised and supported reviews by Board of Directors and senior management at Fortune 200 public company of structure & features of directors & officers, property, and casualty insurance programs and related insurance coverage issues; collaborated with senior director of insurance and 2 insurance managers, along with 2 outside law firms and 2 insurance brokers Substantial experience in private law practice Employment Castle Partners LLC, Sarasota, FL Co-Founding Member/Manager present Jay Frank Castle CV Page 5

6 Level Mediation LLC, Southeastern United States Co-Founding Member/Manager Logan & Company, Inc., Upper Montclair, NJ Board of Directors present present Winn-Dixie Stores, Inc., Jacksonville, FL Vice President l Senior Director Coca-Cola Bottling Company of Minden, Inc., Minden, LA Board of Directors present Holt Ney Zatcoff & Wasserman LLP, Atlanta, GA Equity Partner Associate Attorney Lord Bissell & Brook (now Locke Lord Bissell & Liddell), Atlanta, GA Associate Attorney King & Spalding, LLP, Atlanta, GA Associate Attorney Summer Associate 1987 Florida Supreme Court, Tallahassee, FL Certified Circuit-Civil Mediator Certified Family Mediator Emory University School of Law, Atlanta, GA Doctor of Law with Distinction Degrees/Certifications Emory Law Journal Board of Editors; American Jurisprudence Awards in Contracts, Property, Civil Procedure II; Research, Writing & Advocacy Program student instructor; National Institute of Trial Advocacy; Emory University Scholarship recipient University of Florida, Gainesville, FL Bachelor of Arts with High Honors Clowden Memorial Scholarship recipient; Pi Kappa Alpha fraternity (Judicial Chair) Recent Articles/Publications/Presentations Castle & Dogan, The Role of Bias in Mediation, DR Currents (Fall 2011) Jay Frank Castle CV Page 6

7 Castle & Castle, Gender Bias in Mediation, DR Currents (Summer 2012) You Talkin To Me? Increasing Your Effectiveness in Mediation, BILO Holdings LLC Outside Counsel Conference (8/9/12) Castle & Castle, Speak No Evil Increase Your Effectiveness at Mediation, Lawyer Magazine (Fall 2012) On Your Terms: Interactive Negotiation Workshop, Sarasota Women s Resource Center (January 2013) Castle & Castle, Transference in Mediation, Lawyer Magazine (Winter 2013) Jay Frank Castle CV Page 7

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