Steve Milton Email & Phone Number

Southlake, Texas, Us

Advise the board, including the Chairman of the Board and committee chairs, and executive team on key governance issues facing company. Maintain critical stockholder outreach program to identify key areas of focus for and maintain an ongoing relationship with institutional investors. Participate in all Board and committee meetings, including presenting on governance, executive compensation and other matters. Provide key counsel to executive leadership team and other members of management regarding Board and governance matters. Facilitate the orientation of new directors. Lead the annual stockholders’ meeting with the Chair of the Board and the CEO.Partner with and provide legal and strategic guidance for key company functions, including Treasury, Finance, Investor Relations, Corporate Communications and Compensation. Oversee executive compensation matters, including negotiation of executive employment agreements and severance arrangements, as well as implementation of severance plans. Provide legal guidance regarding highly complex capital structure items, including debt financings. Establish and maintain enterprise risk management program. Develop and administer company policies and compliance matters. Provide guidance regarding litigation matters, including determining reserve amounts, reviewing materiality and developing appropriate disclosures. Manage two corporate governance/securities/corporate professionals. Chief securities counsel for global, Nasdaq-listed company. Responsible for and provided counsel to Sabre’s disclosure committee. Work with CEO, CFO and head of investor relations regarding quarterly earnings release and disclosures. Responsible for preparing annual proxy statement, including coordinating receipt of information to be disclosed.Provide guidance regarding the ESG program, including review of annual sustainability report. Played a key role in the development and implementation of the company's inaugural sustainability report.

Southlake, Texas, Us

Responsible for advising the board, including the Chairman of the Board and committee chairs, and executive team on key governance issues facing company, particularly in light of evolving ownership structure of the company. Established a stockholder outreach program to identify key areas of focus for and maintain an ongoing relationship with institutional investors. Participate in all Board and committee meetings, including presenting on governance, executive compensation and other matters. Provide key counsel to executive leadership team and other members of management regarding Board and governance matters. Facilitate the orientation of new directors. Lead the annual stockholders’ meeting with the Chairman of the Board and the CEO.Partner with and provide legal and strategic guidance for key company functions, including Treasury, Finance, Investor Relations, Corporate Communications and Compensation. Oversee executive compensation matters, including negotiation of executive employment agreements and severance arrangements, as well as implementation of severance plans. Provide legal guidance regarding capital structure items, including debt financings, share repurchase programs and dividend programs. Establish and maintain enterprise risk management program. Conduct internal investigations regarding employee matters and provide guidance on compliance matters. Develop and administer company policies. Provide guidance regarding litigation matters, including determining reserve amounts, reviewing materiality and developing appropriate disclosures. Manage two corporate governance/securities/corporate professionals. Chief securities counsel for global, Nasdaq-listed company. Responsible for and provided counsel to Sabre’s disclosure committee. Work with CEO, CFO and head of investor relations regarding quarterly earnings release and disclosures. Responsible for preparing annual proxy statement, including coordinating receipt of information to be disclosed.

Southlake, Texas, Us

Established corporate governance processes and oversaw securities law compliance at newly-public company.

Irving, Tx, Us

Managed a team consisting of a Stockholder Services professional and corporate paralegals.Responsible for all legal review and analysis regarding all corporate securities activies of a Fortune 150 company, including Forms 10-K, 8-K and S-8, as well as Section 16 filings. Reviewed key disclosures, including earnings releases and other key announcements. Responsible for preparing annual proxy statement, including coordinating receipt of information to be disclosed. Managed Disclosure Committee.Developed responses to corporate governance issues, including advising the board of directors regarding these issues, and monitored governance trends. Prepared and maintained oversight of documents and materials necessary for board and committee meetings, and coordinated with senior management regarding these items. Provided oversight of stockholder matters and proactive counsel on potential issues likely to be sponsored by stockholders or special interest groups.Acted as key advisor to various functions, including Corporate Controller, Executive Compensation and Treasury Departments.

Prepared board agendas, meeting materials and communications, as well as coordinated with directors and senior management regarding these items. Prepared and reviewed board minutes and oversaw maintenance of corporate formalities of subsidiaries. Managed and oversaw shareholder service function and related transfer agent activities.Member of Disclosure Review Committee and responsible for corporate disclosure controls and procedures, as well as corporate public disclosures. Responsible for preparing annual proxy statement, including compensation disclosures. Reviewed and prepared corporate Securities Act and Exchange Act filings, including Forms S-8, 10-K, 10-Q and 8-K and Section 16 filings.Negotiated corporate acquisition of wireless kiosk operations and the divestiture of three corporate divisions.Prepared employee benefit plan documents and advised Compensation and Benefits group regarding interpretations and application of plan documents and agreements. Prepared standardized form of vendor agreement for all products purchased for resale

Dallas, Texas, Us

Securities laws experience included preparing and reviewing various Exchange Act and Securities Act filings, as well as working on tender offers. Mergers and acquisitions experience included negotiating the sale of a majority interest in an organic juice company and negotiating the acquisition of a national concrete resurfacing company. General corporate law experience includes drafting and reviewing various agreements and organizational documents.

J.D., Law

B.B.A., Accounting