Associate General Counsel (September 2021 - November 2022)Assistant General Counsel (March 2021 - August 2021)

I joined Cypress in April 2018 and supported all SEC/securities law matters for two years until the company was acquired in April 2020 (and I stayed for another year to assist the integration). Specific experience includes:SEC/SECURITIES LAW AND STOCK PLAN MATTERS – Supported all SEC/securities law and stock plan matters, including preparing proxy statements and risk factors; reviewing 10-K, 10-Q, and earnings materials (especially non-GAAP presentations); coordinating annual meetings; preparing performance-based RSU agreements; revising all stock plan forms; and managing international merger-related RSU issues.MEMBER OF DISCLOSURE COMMITEE AND 401(k) PLAN COMMITTEE.TAX-BASED INTERCOMPANY AGREEMENTS AND FOREIGN SUBSIDIARY GOVERNANCE – Partnered with Tax VP on transfer-pricing intercompany agreements; and coordinated corporate governance filings for 50 (mostly foreign) subsidiaries.INTERNATIONAL RESTRUCTURING PROJECTS – Oversaw outside counsel in Taiwan, Malaysia, Japan, Philippines, France, Germany, Mexico, Israel, Ukraine, and Cayman Islands to create, modify, merge, and eliminate subsidiaries, including a CFIUS-related restructuring.SALE OF THE COMPANY - Supported the sale of Cypress to Infineon Technologies (a German corporation) in April 2020 and remained with the combined company for another year assisting with integration efforts.

Assistant General Counsel (2016–2017)Senior Legal Director (2011–2016)Legal Director (2008–2011) Progressively responsible positions on Yahoo’s corporate affairs legal team, focusing on:SEC REPORTING AND SECURITIES LAW MATTERS – Reviewed periodic SEC reports (Forms 10-K and 10-Q); prepared risk factors and 8-Ks; participated in SEC comment responses; and handled insider trading policy issues, 10b5-1 trading plan review, and audit letters.COMPENSATION COMMITTEE CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION – Advised regarding executive bonus plans, performance-based equity awards, and grant practice issues; participated in creation of Comp. Committee materials; drafted resolutions; and prepared minutes.EARNINGS AND INVESTOR RELATIONS – Nine years’ experience with earnings disclosures and analyst days (reviewing press releases, slides, and scripts, etc.) with particular focus on non-GAAP disclosures under Regulation G.PROXY STATEMENT – Coordinated all aspects of annual meeting proxy statements 2014–2017 (with direct responsibility for CD&A, say-on-pay, and all tables); managed some stockholder proposals; supported interactive annual reports; and assisted with annual meetings.STOCK PLAN COMPLIANCE – Provided all facets of legal support for stock plans in close cooperation with our stock plan administrator (including with respect to RSUs, options, ESPP, acquired-company plans, M&A holdbacks, recharge agreements, Form S-8, and Form 4) and managed outside counsel for international compliance in 28 countries.GENERAL CORPORATE/SPECIAL PROJECTS – Supervised paralegal subsidiary maintenance and assisted with special projects, including activist-investor fight sites, tax-based corporate reorganization, $1.4B convertible notes private offering, proposed spin-off, and sale of the company to Verizon.

I joined the in-house team at Ask Jeeves (Nasdaq: ASKJ) after working with them as outside counsel and served through the company's acquisition by IAC/InterActiveCorp.SEC FILINGS – Served on Disclosure Committee and reviewed all SEC filings (proxy statement, 10-K, 10-Q, 8-K, Form 4), with initial drafting responsibility for non-financial sections.CORPORATE GOVERNANCE – Implemented corporate governance reforms mandated by the Sarbanes-Oxley Act. ONLINE COMPLIANCE OFFICER – Served as interim Online Compliance Officer for two months while the company was being sold. Addressed allegations that an acquired subsidiary had distributed malware.GENERAL CORPORATE – As one of six attorneys at Ask Jeeves, assisted with a broad range of issues, including negotiating contracts, preparing insurance applications, drafting board minutes, and managing outside counsel on real estate and employment matters.

Counsel (2003–2004)Associate (1996–2002)Summer Associate (1995)Developed professional foundation and work ethic in transactions department of major law firm:SEC FILINGS AND SECURITIES LAW COMPLIANCE – Prepared or reviewed SEC filings for five public company clients; advised regarding Nasdaq/NYSE rules, Regulation FD, Regulation G, Sarbanes-Oxley Act, and insider trading issues.PUBLIC AND PRIVATE OFFERINGS – As lead associate, assisted issuers and underwriters with IPOs, 144A offerings, and private placements of stock, bonds, and convertible securities.GENERAL CORPORATE – Assisted company clients with general corporate matters such as employment agreements, trademark applications, board minutes, and subsidiary maintenance.MERGERS & ACQUISITIONS – Assisted with cross-border pharma merger, sale of a homebuilder’s Arizona division, acquisition of a regional grocery chain, and merger of retail-property REITs.DUE DILIGENCE – As a junior associate, gained familiarity with a wide range of agreements and business structures doing underwriter-side due diligence for securities offerings.