New South ESOP Chapter Fal Conference 2012 Speaker Bios Robert Buchanan, J.D., ASA Michael J. Canan

Transcription

1 New South ESOP Chapter Fall Conference 2012 Speaker Bios Robert Buchanan, J.D., ASA Robert H. Buchanan brings more than a decade s worth of valuation experience to PCE. In addition to being a founding principal of PCE Valuations, he is recognized as an industry expert and is frequently invited to speak about valuation topics at industry seminars and professional conferences throughout Florida and the U.S. Bob s professional experience encompasses hundreds of valuations for merger & acquisition transactions, business planning, estate & gift planning and filing, financial reporting, ESOPs and litigation support. In addition to overseeing PCE s business valuation group, he monitors legal developments as well as IRS rulings and pronouncements impacting the valuation industry. Researching and monitoring industry issues enables him to provide timely and targeted analyses for clients. Bob received a Bachelor's degree in finance from the University of Central Florida, a Juris Doctorate degree from the Washington and Lee University School of Law and is an Accredited Senior Appraiser through the American Society of Appraisers. Michael J. Canan GrayRobinson, P.A [email protected] EXPERIENCE Mike's experience and practice includes all phases of qualified retirement plan work, with special emphasis on ESOPs, plan design, including cross-testing, defined benefit plans, and 401(k) and (m) features, controlled group and affiliated service group issues, and IRS and DOL administrative problem resolution; and nonqualified deferred compensation. Since joining GrayRobinson, P.A. in 1998, over half of Mike's work has been in connection with the establishment and continued maintenance of ESOPs. Mike has also represented clients in numerous IRS audits regarding retirement plans and other employee benefits, and tax promoter audits regarding employee benefit matters and in DOL audits of retirement plans. BACKGROUND Mike was born in Washington, D.C. He grew up in Southern California and attended Stanford University undergraduate and law school at the University of California Berkley. He was in the Peace Corps in Venezuela and then served in the Air Force, attaining the rank of Captain. Mike left the Air Force to get a Masters in Taxation at New York University. From there he moved to Florida and practiced with several firms, including his own, before joining GrayRobinson. Mike is the co-author of Qualified Retirement Plan and of Employee Fringe and Welfare Benefit Plans. He is listed in Best Lawyers in America and is a member of the American College of Employee Benefits Counsel. Kerry Doughty» Avion Solutions, Inc.» Huntsville, AL Kerry serves as Director of Accounting for Avion Solutions. Avion is a veteran-owned small business providing high-quality, specialized engineering, logistics, software development, and technical services. Avion provides innovative solutions for technical and operational problems through the application of systems engineering, research, analysis, and software-engineering technologies. Avion built its reputation on integrity and commitment to customer satisfaction; 2008 revenues totaled $20 million. Lisa A. Durham Lisa Durham is a Partner at Krieg DeVault LLP and has expertise in a wide range of qualified plan and other employee benefit plan matters, including 401(k), money purchase and employee stock ownership plans ( ESOPs ). Ms. Durham works with the Internal Revenue Service and Department of Labor representatives frequently. She also has extensive experience in the correcting of ESOP and other retirement plan qualification failures under the IRS s Employee Plans Compliance Resolution System (EPCRS). In the area of ESOPs, Ms. Durham has experience in stock purchase and sale transactions, ESOP plan design, ESOP loans, repurchase liability options, fiduciary education, testing, ongoing compliance and administration, and correction of prohibited transactions. Rocky Fiore, ASA» Prairie Capital Advisors» Chicago, IL Industry veteran Rocky Fiore manages comprehensive projects including buy and sell side initiatives, ESOP, estate planning, valuation, capital structuring and more for Prairie Capital Advisors clients. Rocky has extensive experience in M&A assignments and leveraged ESOP transactions as well as other forms of leveraged buyouts. He also has expertise valuing companies in many industries, including: healthcare, IT Services, process management, architecture, engineering and construction services, defense contracting, HVAC and other distribution, capital equipment parts manufacturing, cosmetics and others.

2 Mark Fournier Stout Risius Ross Mark R. Fournier is a Director in the Valuation & Financial Opinions Group. He has extensive experience providing fairness and solvency opinions for corporate acquisitions and divestitures; going-private transactions; leveraged buy-out transactions; leveraged recapitalizations; and related party transfers. He also has extensive experience with Employee Stock Ownership Plans including ESOP security formation; transaction analysis; determination of transaction fairness and adequate consideration; and annual valuation updates. Mr. Fournier is a member of the CFA Institute and the ESOP Association. He is also a member of the Finance Committee of the ESOP Association and former Vice President of the Michigan Chapter of the ESOP Association. Rita Harris has over 15 years of experience in Human Resources and has worked for GreenbergFarrow for 14 years. Her experience includes: * Talent Acquisition & Retention * Policy Development & Compliance * HR Strategy Development * Budgeting * Benefits & Payroll Administration * Employee Relations/EEO/AA Compliance * Employee Development & Training * HRIS * Vendor Selection & Management * Board Governance She also has been intimately involved at both a strategic and operational level with GreenbergFarrow s ESOP since Rita holds an MBA and a BBA in Marketing. Since 1994, she has been a member of SHRM (Society for Human Resource Management) and has also been a member/ volunteer with SHRM Atlanta holding various volunteer leaders roles. She serves on various customer advisory councils and is involved in ABWA (American Business Women s Association) and the Junior League. Ray Kukreja, CFA Ray is a manager in the Valuation and Litigation Support Services practice at Bennett Thrasher. He has served clients across a wide range of industries, both public and private. Ray s valuation experience encompasses public securities and valuation advisory services for engagements such as mergers and acquisitions, financial reporting, intangible asset and intellectual property analyses, employee stock ownership plans (ESOPs), 409A compliance, lost profits and economic damages calculations, fairness opinions, solvency opinions and transfer pricing. Prior to joining Bennett Thrasher in January 2011, Ray worked in the Atlanta office of a major valuation firm with a national presence. Before that, Ray was an investment analyst covering the technology sector in Boston and Bangkok. He also brings operations experience from his tenure as a division controller at a large semiconductor capital equipment manufacturer in Silicon Valley. Ray graduated magna cum laude from Assumption University, Thailand with a Bachelor of Business Administration, majoring in finance and banking. He earned his Master of Business Administration with concentration in finance and management from the University of Virginia s Darden School of Business. Ray is a Chartered Financial Analyst (CFA). He is a member of the CFA Society of Atlanta, the CFA Institute, the American Society of Appraisers, The ESOP Association, The National Center for Employee Ownership (NCEO) and TiE-Atlanta. Nicholas J. Heinz Senior Vice President Mercer Capital [email protected] Professional Experience: Nicholas J. Heinz joined Mercer Capital in 2000 and serves as a senior vice president. Mr. Heinz is a senior member of Mercer Capital's Corporate Valuation and Investment Banking Group. Mr. Heinz has extensive experience in working with both sellers and buyers in various types of transaction advisory engagements. He has assisted clients through all phases of the transaction process, from conducting strategic alternatives analyses to structuring, negotiating, and closing transactions. Investment banking services include both sell-side and buy-side merger and acquisition representation services, fairness opinions, solvency opinions, and valuation-related consulting. Services are typically provided for middle market private companies, small cap public companies, as well as middle market banks and other financial institutions. He is also responsible for valuation and transaction analyses in connection with fairness opinions, corporate financings, strategic planning, mergers and acquisitions, ESOPs, tax planning and compliance, and litigation matters. Mr. Heinz is an Accredited Senior Appraiser (The American Society of Appraisers) Education: BA, Duke University, Durham, North Carolina, Economics

3 Horace Higgins» Atlanta West Home Solutions» Atlanta, GA Atlanta West Carpets is a professional floor covering company offering selection and installation services for carpet, hardwood, ceramic tile, natural stone, laminate and vinyl servicing the new construction and remodeling markets. Howard Kaplan» Reliance Trust Company» Memphis, TN Howard Kaplan is a senior vice president and fiduciary consultant of fiduciary services in the retirement strategies group at Reliance Trust. He is a key member of Reliance Trust s fiduciary services cross-functional consulting team that acts as a discretionary trustee or independent fiduciary. The team brings deep expertise in investment management, custody services and employee benefits law and provides a broad range of fiduciary management services not typically offered by the average investment advisor. Carla Neal Klingler Carla Neal Klingler is the owner and President of the national pension administration and consulting firm, PyraStar Pension Group, Inc. in the Metro Atlanta area of Georgia. For over 30 years, she has been a leader in developing and providing TPA services for all types of qualified and non-qualified retirement plans. Carla began her pension career in 1980 at a national ESOP firm where she served as VP of Administration, first in San Francisco and later in Atlanta. Her pioneer work in the pension industry included interpreting the practical and operational aspects of ERISA and developing administration procedures and mathematical models to address regulatory requirements. Her broad technical expertise effectively aids clients of all sizes and corporate structures in the practical aspects of their plan design, implementation, operations, legal compliance, accounting, & employee communications. A sustained focus on excellent customer service and tenure in the pension industry has recently earned her company accreditation under the Better Business Bureau of Georgia. Carla received her Bachelor of Science degree in Economics and Finance from University of California, Santa Barbara. She is an active member of the National ESOP Association, New South Chapter ESOP Association, NCEO, and ASPPA. She also currently serves as an active member of the National Administration Advisory Committee of the ESOP Association where responsibilities include active lobbying for the interests of companies with Employee Ownership, interpreting the practical applications of new laws, updating operational & communication procedures, peer reviews, and speaking at national, regional, and local conferences. Jodi Lamb Executive Assistant Big G Express [email protected] Jodi has been the Executive Assistant at Big G Express since June 2011 and serves as the ESOP Communications Committee Chair. Big G Express is a 100% employee owned, over the road, truckload carrier headquartered in Shelbyville, Tennessee. With 400 trucks and 1000 trailers, Big G Express provides general commodity, irregular route, dry van truckload services to customers nationwide. Jodi received her B.S. in Economics and Political Science from Vanderbilt University in 2002 and M.B.A. with a concentration in Marketing from Middle Tennessee State University in Stephen A. Martin Senior Vice President, Reliance Trust Company Steve began his career in financial services in 1976 and joined C&S Bank Trust Company in 1983 in institutional retirement services. Steve joined the Reliance Trust Fiduciary Consulting group in 2006 rejoining many of his former colleagues from C&S Bank Trust Company (now Bank of America) currently working for Reliance. While at C&S Trust, Steve managed recordkeeping operations and system implementations as well as a number of complex ESOP transactions and relationships along with numerous master trust clients. His professional accomplishments include successfully managing sales and relationship management teams through up and down markets while with Wachovia Bank, SunGard Employee Benefit Systems and Amvescap Retirement. While at Wachovia, Steve managed the institutional relationship management team and the institutional trust and asset management sales teams. Steve was Managing Director at INVESCO Retirement, a division of INVESCO Funds responsible for developing its successful Strategic Partnership business for Retirement Services with banks and insurance companies. His experience also includes working in sales for Northern Trust Retirement Services, Vice President of Institutional Employee Benefit Sales for US Trust Company of New York and was a Principal and Southeast Regional Sales Manager for Barclays Global Investors Retirement Services. Steve is a graduate of the University of Georgia and holds a Bachelor of Business Administration degree in accounting. He has his NASD Series 6, 7, and 63 Securities Licenses.

4 Sayward Masselter, PHR Atlanta West Carpets, Inc. Lithia Springs, GA Sayward graduated from the University of Illinois-Chicago with a B.A. in Political Science. She is the HR Director at Atlanta West, an interior finish company specializing in cabinetry, floor covering and countertops with locations in Alabama, Georgia, Florida and North Carolina. She planned and implemented the company s ESOP Roll-out in 2008 and is currently chair of the Employee Ownership Committee and Training Team. Brett Miller Bennett Thrasher Brett Miller» Bennett Thrasher» Atlanta, GA Brett Miller is a senior associate with Bennett Thrasher. Bennett Thrasher is one of the largest Atlanta-based full-service certified public accounting and consulting firms. It creates significant value and a unique positive experience through collaboration with and between clients, shareholders, associates and the community. Founded in 1980 by Rick Bennett and Ken Thrasher, today Bennett Thrasher has a dedicated, experienced team of 22 shareholders and more than 135 professionals. Alex Moss» Praxis Consulting» Philadelphia, PA Alex Moss is a founder and Principal of Praxis Consulting Group, Inc., where he advises employee owned, non-profit, and missiondriven corporate clients in fully engaging employees to drive organizational performance. His expertise includes ownership culture, strategy, governance, leadership, and workforce education and engagement, and he is a frequent speaker and author on these matters. He currently serves as a Trustee of the Employee Ownership Foundation, and on the Board of Governors of The ESOP Association. Michael E. New, Esq. Evolve Bank & Trust (901) direct Michael E. New is a Senior Trust Officer at Evolve Bank & Trust ("EB&T") in Memphis, TN. EB&T serves the ESOP community by providing a variety of fiduciary services, including transactional ESOP trustee engagements and ongoing ESOP trustee appointments. Mr. New is licensed to practice law by the State of Tennessee, and is a member of The ESOP Association, the National Center for Employee Ownership, the Ohio Employee Ownership Center, as well as the Tennessee State and Memphis Bar Associations. He also serves on the Advisory Committee of The ESOP Association's New South Chapter. David Ottinger GrayRobinson, PA David's practice covers business transactions, taxation, and estate planning. He represents both emerging and mature business clients in most aspects of corporate and tax law. His experience includes the formation of all types of business entities, mergers and acquisitions, financing and leasing transactions, employee and shareholder agreements, and general business agreements relating to his clients' business operations. As a result of David's representation of businesses and their owners, particularly with respect to mergers and acquisitions and business succession planning, he has developed an expertise in ESOPs having been involved with the establishment or administration of a significant number of ESOPs over the last 10 years. Lorien Prince, CPA Lorien has been the Controller/CFO of Forum Architecture & Interior Design Inc. in Altamonte Springs, FL since A CPA for 31 years, her background includes auditing in the public accounting arena, and experience in real estate development and syndication, architecture, and many other industries. She is a co-trustee of the ESOP Board of Directors and was instrumental in the implementation of the ESOP Plan in Along with the leadership of the Principals at Forum, her expertise has helped to guide the company very successfully through the treacherous waters of the past few years. In addition to her work with Forum, she also serves a broad client base as an Advanced Certified QuickBooks ProAdvisor. She has two grown daughters, two Yorkies, and a husband pursuing his PhD in Criminal Justice, and in her spare time enjoys biking, reading, and genealogy. Steven G. Schaffer, JD» Bryan Cave» Atlanta, GA Steven Schaffer s practice involves the design of pension, profit sharing and employee benefit plans, as well as the legal aspects of plan administration. He has extensive experience in plan audits and problem resolution through IRS programs. He has represented clients with respect to employee benefit and executive compensation issues in mergers and acquisitions and leveraged buyouts. He also represents companies, trustees and fiduciaries in leveraged ESOP transactions. Mr. Schaffer has significant experience in the

5 design of investment funds suitable for pension plan investors by virtue of the ERISA plan assets rules and venture and real estate operating company exemptions. His other areas of concentration include tax planning and corporate transactions. Will Stewart, CFA PCE Will is experienced in all aspects of PCE's investment banking practice; including strategic alternative advisory, mergers and acquisitions, recapitalizations, leveraged buyouts, leveraged ESOP buyout transactions and capital raising activities. He provides PCE with extensive experience related to ESOPs that includes conducting feasibility studies, executing sales to ESOPs and advising both shareholders and trustees. Lance T. Studdard Vice President, Fiduciary Consultant Reliance Trust Lance is a senior consultant and co-founder of the Fiduciary Consulting Group and is responsible for fiduciary relationships and transactions for many of the largest plan sponsors at Reliance. Lance has worked as a litigator, Compliance Counsel for the AmSouth Bank Retirement Services Division, and Director of Compliance for Administaff Retirement Services. He offers a unique combination of experience on legal, administrative, product development, sales and compliance issues from both a provider and plan sponsor s perspective. Professional memberships include Alabama State Bar, Birmingham ERISA Attorneys Group, and the American Bankers Association Fee Disclosure Working Group. He earned his J.D. and undergraduate degrees at the University of Alabama where he studied benefits law under Professor Norman Stein. He served as an editor for both the American Journal of Tax Policy and the Journal of Law and Psychology during his time there. Lance completed the Cannon Trust School Graduate Studies in Employee Benefits program and earned the AIF designation from the Center for Fiduciary Studies. Lance is a frequent speaker on the topic of ERISA fiduciary responsibility and liability and is an active member of the ESOP Association and the National Center for Employee Ownership. Steve Whittington, CFA Willamette Management, Atlanta, GA Steve heads Willamette's ESOP practice. Steve has performed the following types of valuation and economic analysis assignments: ESOP feasibility, formation, and adequate consideration analyses, business and stock valuations, economic damages analyses, solvency opinions, company recapitalization analyses, and dividend feasibility analysis. David H. Williams, JD Schiff Hardin David H. Williams has particular expertise in employee stock ownership plans (ESOPs), other tax qualified retirement plans, health and welfare plans, and executive compensation. His practice focuses on representation of parties in business mergers and acquisitions, the design, implementation, and administration of employee benefit plans, and representation of retirement plan fiduciaries on a wide variety of matters. David is the founder of the Atlanta office of Schiff Hardin, LLP.