Carrie Ryan Email and Phone Number

Lead corporate governance and securities legal function, with oversight of:• corporate secretarial matters• corporate governance strategy and operations for Cognizant and its subsidiaries,• securities law and Nasdaq compliance• public company disclosures and other investor communications • legal aspects of executive compensation• legal aspects of finance and treasury matters• legal aspects of communications and media events

Provided practical, business-centered legal advice to clients in negotiating and structuring both simple and complex business transactions, as well as other business and governance matters.

From Fall 2016 to Spring 2018, focus on matters relating to Boards of Directors and their Committees for Andeavor (formerly Tesoro Corporation) and Andeavor Logistics LP (a publicly traded MLP referred to as ANDX), as well as various special projects (primarily related to major acquisitions, related financings, and strategic initiatives). Prior to that, oversight of Legal Function with respect to corporate governance, securities disclosure and compliance, debt and equity financing transactions, and related matters for Andeavor, ANDX and their respective subsidiaries. Assistant Secretary of Andeavor (ANDV); Corporate Secretary of Andeavor Logistics LP (ANDX)

One of less than ten attorneys for a Fortune 100 company.Focus on corporate governance matters; securities compliance and disclosure; legal aspects of financings and treasury matters; and executive and non-employee director compensation matters.

Experience in Corporate, Banking and Business section included assisting and advising various public and private companies with respect to the following:+ Service agreements, manufacturing and production agreements, supply agreements, distribution agreements, joint venture and joint development agreements, confidentiality and non-competition agreements, earn-out provisions, letters of intent, indemnification agreements, releases and waivers, agency and sales representative agreements, license agreements, lease agreements and standard terms and conditions+ Mergers, strategic alliances/joint ventures and acquisitions and dispositions of businesses and divisions/segments + Formation and organization of corporations, partnerships, limited liability companies and similar entities+ Public and private debt and equity financings + Compliance with Securities Exchange Act of 1934, including 10-Ks, 10-Qs, 8-Ks, and insider-trading considerations such as Section 16 Filings (Forms 3, 4 and 5) and short-swing profits rules + Nasdaq and NYSE compliance matters