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Michelle M. Warner

Founder & Principal

michelle@mmwadvisors.com

Prior to becoming an independent advisor, I spent over twenty years as a senior executive with multi-national, public companies focusing on M&A, corporate governance and legal department leadership.  I am a valued business leader with strong business acumen, strategic vision and a solid track record of navigating companies through material, complex and sensitive matters, including major transactions and shareholder activism. Drawing on my corporate leadership experience, I also serve as a public company board director for MKS Instruments [NASDAQ: MKSI] and lead CEO Perspectives, a top leadership development program for C-suite executives of Fortune 500 and select growth organizations, focused on enterprise-wide leadership and understanding the CEO’s agenda.

In my last corporate role, I served as Senior Vice President, General Counsel, and Corporate Secretary of USG Corporation (NYSE: USG), a leading manufacturer of building products and innovative solutions, and was responsible for all legal affairs of the company and served as Chair of the Compliance Committee. As a member of USG’s C-suite, I was intimately involved with an unsolicited acquisition bid and related vote-no campaign against the election of the USG director nominees. While at USG I contributed to the company’s overall business strategy and operational initiatives, which included managing the $675M sale of a major division, assisting in the development of a new growth-oriented strategy, and acting as a key leader in the $7B sale of the company.

 

Prior to joining USG, I was Corporate Vice President, Deputy General Counsel, and Corporate Secretary of Motorola Solutions, Inc. (NYSE: MSI), a leading global public-safety communications company. While at Motorola I led the company’s most significant global transactions, including large-scale spin-offs, divestitures, outsourcings, acquisitions, and joint ventures.  I was a key participant in developing cross-functional mergers and acquisitions teams and building world class transaction and integration processes and practices.  

 

As Corporate Secretary for both USG and Motorola Solutions, I worked closely with the boards and their committees on governance, audit, and executive compensation matters, board fiduciary duties, risk oversight, shareholder engagement,  shareholder activism and executive transitions.  I am also a member of the board of directors of MKS Instruments, Inc. (NASDAQ: MKSI), a leading provider of instruments, subsystems and process control solutions used in advanced manufacturing and serve on their Nominating and Corporate Governance Committee.

 

I received my JD from Northwestern University School of Law and my BA in Economics from Denison University.

Keys to my success are my abilities to:

  • Communicate and interact effectively at all levels of an organization and quickly earn the trust of new teams

  • Break complex projects and issues down into clear, actionable items

  • Drive decision making focused on creating/capturing value

  • Balance a direct, no-nonsense approach to challenges with warmth and humor

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