Damian Olthoff Email & Phone Number

Houston, Texas, Us

General Counsel and Secretary of PROS Holdings, Inc. (NYSE: PRO), a cloud provider of AI-powered software that optimizes profit by enabling companies to price, configure and sell their products and services in an omnichannel environment with speed, precision and consistency.• Direct the corporation’s international legal and corporate affairs, including corporate governance, corporate and commercial transactions, SEC reporting, risk management, compliance, intellectual property, litigation, data privacy, cybersecurity, and employment matters.• Advise on legal and business aspects of strategic transactions, including a wide range of domestic and international corporate, commercial, real estate and technology transactions.• Completed credit facility, convertible debt and equity offerings ($400+ million in aggregate).• Successfully completed the acquisitions of public, private and foreign companies ($75+ million in aggregate).• Interim Chief People Officer (2015), responsible for providing leadership in developing and executing human resources strategy in support of the overall business plan.

New York, New York, Us

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Served on the board of directors for Cameleon Software SA (EPA: CAM).

General Counsel and Secretary of a leading animal health products distributor, contributing as part of the senior management team leading the company from a private equity-owned business, to a publicly-traded company (NASD: AHII), and ultimately taking the company private again in 2011 as part of a strategic merger. • Direct and manage all aspects of the corporation’s foreign and domestic legal affairs including complex commercial transactions and litigation management.• Led legal process to guide company through take-private transaction. • Guided AHII through IPO ($125+ million) including direct responsibility for management and oversight of outside counsel. Served as company lead in all underwriter due diligence, drafting public offering documents, and communications with the SEC. • Successfully completed the acquisition of seven competitors ($35+ million) in a twelve month period which included AHII’s IPO.• Completed numerous amendments and extensions to syndicated Asset Based Revolving Credit Facility (up to $175 million), as well as syndicated Term Loan Agreements ($45+ million). • Responsible for all aspects of the company's '34 Act reporting, securities compliance, and corporate governance including board communications, investor communications, contracts and stock administration.• Advise on legal and business aspects of all strategic commercial transactions, including structuring, negotiating and closing a wide range of domestic and international commercial transactions such as research collaborations, strategic joint ventures, manufacturing, product sourcing, and research and development agreements.

Oversee nonprofit development corporation promoting the creation of new and expanded commercial activity within the municipality and its vicinity.

Recruited to serve as Staff Counsel for the then largest privately-held developer, owner, and operator of wireless telecommunications facilities in the United States, representing over $150 million in assets and 450+ locations. • Responsible for all portfolio legal matters, including negotiating and closing hundreds of real estate and business transactions as well as advising on land use, FCC and FAA compliance, zoning, environmental, municipal, and other legal issues.• Promoted following 2002 restructuring, to oversee the real estate, lease accounting, and property management functions in addition to day-to-day legal responsibilities.• Responsible for overseeing national real estate portfolio, including over 1,500 contracts and $17+ million in annual real estate payments.

Overland Park, Kansas, Us

• Assisted with management of a $2+ Billion dollar real estate portfolio, including over $300 million dollars in annual real estate payments, and over 15,000 contracts.• Reduced network operating expenses by over $800,000 in less than six months through legal analysis of existing agreements.•Negotiated and drafting lease agreements, easements, right of way ordinances, leasing, and easements. Experience in zoning matters and negotiating with municipalities and governing agencies. Worked with numerous telecommunication companies, railroads, state departments and local municipalities on all aspects of legal, real estate and right of way issues.

Organizational Leadership

Forum Institute For Leadership In The Law

Juris Doctorate, Corporate, Finance, Real Estate And Securities Law

Commercial Trade & International Arbitration