Smart Business sat down with Doug Shaffer, senior managing director of PNC Capital Markets LLC, to learn more about one financing alternative, dividend recapitalizations.
What is a recapitalization?
Recapitalizations involve the infusion of capital and, potentially, certain parties taking money out of the company. In a leveraged recapitalization, a company takes on debt with the purpose of either paying a large dividend or repurchasing shares. Recapitalization financing is an important liquidity tool that can enable a business owner to achieve personal net worth diversification and liquidity while preserving the business and protecting the jobs of employees.
Why should a middle-market company consider a recapitalization?
Often, middle-market business owners have the bulk of their personal net worth tied up in one asset: the company. Many business owners and management teams eventually reach a crossroads. Should they take on outside financing to fund future growth? Should the shareholders diversify their personal net worth by selling stock in their business to provide liquidity and enhance their financial security? If they do so, will they have to give up the operating control that made their companies successful in the first place?
Business owners may use recapitalization financing to fund partial distributions or to facilitate ownership transitions and help execute succession plans to the next generation or to management. It is also an alternative to the outright selling of the company or taking the company public.
In today’s world of Sarbanes-Oxley requirements, keeping the company private may be a strategic goal, and a recapitalization is a financing vehicle to provide the capital to assist management in achieving their business objectives.
What are the advantages of a ‘recap’?
By using debt financing to pay a dividend to shareholders, business owners are effectively reducing the risk of having a significant portion of their wealth invested in the company while retaining ownership control. Leveraged recaps may not be suited to every situation, but if the circumstances are right, they can provide a viable and valuable alternative to wrestling with the decision of whether to sell a company.
What cautions should a company consider with a recapitalization?
As a company takes on additional debt, it is important to recognize that future cash flow needs to service the debt may conflict with capital expenditure requirements. Additionally, a more levered balance sheet may reduce the flexibility to make opportunistic investments. Despite these considerations, recapitalizations have become quite prevalent in today’s market and are an attractive alternative for a business owner wishing to convert some of the value in the business to cash without actually selling the company.
When is a company a candidate for a recapitalization?
A few of the key attributes that a company must have to provide for a successful recap include a strong management team, a history of growth and profitability, realistic growth opportunities, a leading market position or a defensible market niche, predictable/stable cash flows and an un-levered balance sheet.
How is a recapitalization financed?
Financing for recapitalizations can be obtained from a variety of sources, including the bank market and the public and private financial markets. The decision regarding the type and level of financing to be obtained involves the careful review of a number of questions.
- What is the size of the company?
- How much debt can the company’s assets reasonably support?
- How much debt can be reasonably supported by the company’s cash flow?
- What level of leverage are the owners comfortable with?
What is the role of a financial adviser?
First and foremost, seek the counsel of a financial adviser well-versed in these transactions. The help of a trusted financial adviser is important when reviewing the above questions and deciding on which sources of capital to tap for financing.
A trusted adviser will provide the financial expertise to help a company’s owners achieve their strategic business goals, such as acquisitions or expansion plans, as well as personal goals, such as diversification of wealth.
This was prepared for general information purposes only and is not intended as specific advice or recommendations. Any reliance upon this information is solely and exclusively at your own risk.
DOUG SHAFFER is senior managing director of PNC Capital Markets LLC. Reach him at (412) 762-4336 or email@example.com.
Bachelor’s degree, University of Scranton; juris doctor, Villanova University.
What is the greatest business lesson you’ve learned?
To persevere. When all of the odds seem to be against what you want to do, keep at it and persevere.
But I’ve also learned the corollary: When five people tell you you’re drunk, you should go home and go to sleep no matter how good you feel. In other words, if what you are pursuing seems completely correct to you, but a number of people whose judgment you respect tell you you’re nuts, then you’re probably nuts.
Whom do you admire most in business?
My father [Jim Papada Jr.]. He had a small business. He was a very creative and imaginative guy who wanted to be an engineer when he was younger, but it was the Depression and the family had no money.
So he used his wits and imagination and worked like hell, and he taught me the value of hard work and perseverance.
Merritt Cole, partner in the business department of White and Williams LLP in Philadelphia, says that the SEC is focusing on three main areas of disclosure: compensation and perks paid within the last three years; holdings of stock options and other kinds of equity incentives that can provide a gain in the future; and retirement, change-in-control and other post-employment payments. The bottom line? Expect to see more detailed disclosure in the future.
Smart Business spoke with Cole about the proposed expanded disclosure laws and what they mean to corporations and their shareholders.
What in your opinion prompted the SEC to expand executive compensation laws?
The SEC felt that shareholders were not getting adequate information regarding executive compensation, including perks, retirement and post-termination benefits. Plus, a number of high-profile individuals had made splashes in the news, such as when Jack Welch retired from GE and information came out about what many perceived to be extraordinary retirement benefits.
In the instances of executives at Tyco International and Enron, there was significant public and regulatory concern about what was being paid, who knew about it and how compensation decisions were made.
There has been concern that the compensation committees of some companies have not been given full information concerning executive compensation and benefits, including forgiveness of loans, in understandable form and that the methods by which some of the committees determined executive compensation and benefits were not always adequate.
What do you think is the SEC’s ultimate goal of expanding these laws?
As SEC chairman Chris Cox has said, the SEC’s goal is ‘wage clarity, not wage controls.’ The new rules are intended to provide investors with a more complete picture of the compensation and benefits earned by a public company’s highest-paid executive officers, including the CEO and CFO. The new disclosures include new total compensation tabular information, a new retirement plan payments-and-benefits table and a new director compensation table. The SEC wants not only to improve the compensation information available to shareholders, but to require that public companies disclose in greater detail how their compensation committees actually make decisions. In short, the SEC wants more transparency. By means of these disclosures, the SEC hopes to improve the performance of compensation committees.
At what point does such disclosure become too personal?
One of the new rules would require a change in the reporting of stock ownership by executive officers. The SEC proposes to require disclosure of the pledge of stock as collateral for loans or other obligations. I don’t know if there is a benefit to disclosing pledges of stock where, for example, the amount of stock pledged is only a small part of the executive’s holdings.
Are these new laws going to be good or bad for business?
On one hand, the new disclosure requirements will increase the amount of work management, compensation committees and their professional advisers will have to do to prepare this expanded disclosure. The resources and budgets of smaller companies are already stretched thin as a result of the compliance efforts necessitated by Sarbanes-Oxley, and I am concerned that the new rules some of which are very technical will add to their burdens.
In addition, I am troubled by one of the new disclosure requirements in particular. The SEC has proposed to expand the disclosure to include the compensation of certain highly compensated individuals who are not executive officers (without naming them). These might include insurance or software salesmen and others whose compensation is primarily commission-based. This type of disclosure could harm companies competitively and cause problems among employees. Companies in the entertainment industries, where nonexecutives often have very complicated compensation packages, might find it difficult to determine how to comply with this requirement.
On the other hand, expanded disclosure should increase investor confidence. Right now, many shareholders are unhappy because of the perceived abuses of a relatively few bad apples. Increased disclosure will encourage compensation committees to be more thoughtful and more thorough. Increased investor confidence strengthens our capital markets, and that’s what disclosure rules are intended to accomplish. But the devil is in the details. We’ll have to see exactly what the new rules ultimately require when they are in final form.
MERRITT COLE is a partner in the business department of White and Williams LLP in Philadelphia. Reach him at (215) 864-7018.
How do you change the culture of a company? It’s a big challenge, because it takes an awful lot of time.
Sometimes companies actually write down core values that dictate the culture and sometimes they don’t, but they still exist. We were in a culture that was pretty ingrained. The first thing you’ve got to do is publish what your new culture is going to be. And once you publish that, as the CEO, you have to talk about it, and you have to practice it. You have to embody all those core values that you create as an organization.
If you publish core values and you never talk about them again, they’re not really worthwhile. It’s important that you communicate those and you talk them into existence.
Patience is an important virtue to have, and one that I’m not that great at. I don’t always take enough time to really reflect on how much progress we’ve made as a company.
I’m constantly driving for the next change, because I think if you don’t have that attitude, unless you’re in an industry that’s not going to change, you leave yourself susceptible to mediocrity.
Get input, but be decisive.
I’m a very inclusive manager. I don’t sit in a room and make decisions myself and put out some dictum that we’ve got to do X, Y or Z.
I typically include the people who would either be impacted by the decision or have great input into the decision before I make it. I’m a relatively communicative person, everything from formal or informal one-on-one meetings to formal, bi-weekly staff meetings where the purpose is to share information and drive to solve problems.
I also think I’m very decisive, and in a leadership role, you’ve got to be very decisive. At least make a decision. Waiting for other things to happen before making a decision can kill a business.
Invest in your employees.
When you hire somebody, it’s important to try to ferret out in the hiring process what is important to that person. I take a lot of pride in trying to understand the goals of everyone who works for me. And it’s not only my job, it’s my responsibility to help them achieve those goals.
You can either hire somebody with a ton of experience or you can hire somebody with a lot of talent. I’m a guy with a strong preference for hiring somebody with talent versus the experience.
If you hire somebody who’s got a lot of talent, you need to invest in that talent. So if they’re weak in the finance side, you invest time in them attending a seminar or something like that.
Other things I look for when hiring is conviction in their thoughts and ideas. I don’t want somebody who will work for me who is loyal to me and that’s it, who will just say yes to me. I’m looking for people who are convicted in their ideas, but at the end of the day, when we make a decision, that they are committed to that decision, as well.
Hire a high-powered team.
You’ve got to really invest in that team, personal investment, long-term investment all of those kinds of things that will enrich that person in their job. Once you have the solid team behind you, you’ve got to entrust those people to make the right decisions. And then let them make mistakes and let them make successes and create successes. Trust your people. That’s really the key to everything.
Be a flexible employer.
Companies are often faced with certain constraints they have to deal with. In terms of compensation, you have constraints; in terms of relocation, you have constraints.
One of the things I take a lot of pride in is that we are an extremely flexible employer. I can’t tell you how many different people have the ability to work out of their house. And I think it goes back to the old axiom: People just want to be treated fairly. If you trust people and you treat them fairly, you’ll get paid that back in spades.
Get everyone on the same page.
Execution against your direction is the most critical thing that can either direct your success or direct your failure.
I’ve had some great successes in a lot of different arenas. Right now, I have probably the best team I’ve ever had in my entire experience here. But that’s not always been the case.
I’ve had some people who had poor execution on their behalf and in pretty critical roles. Execution is the one thing that can either create success or create failure for a company.
Part of my management style is you sit down and agree to what the path is. You put together an action plan. You agree to what needs to be done, who needs to do it, and when it’s due.
And then you track that formally, and then you track, ‘Is it due, is it done or is it not complete?’ Adding some formality to that process helps you manage that process, and having it in writing makes sure everybody understands the same concept.
How to reach: Strategic Distribution Inc., www.sdi.com or (215) 633-1900
Earlier this decade, with many jobs leaving the Keystone State, LiquidHub was one of a small group of companies that created jobs during the post-Sept. 11 economic downturn.
Since its inception in 2001, Brassington’s systems integration and technology consulting business has grown from 35 employees to more than 300, and its sales rose from $2.9 million to about $35 million.
Smart Business spoke with Brassington about how he creates jobs and finds the right talent to fill them.
How do you recruit and retain the best employees?
It’s spread among types of employees. There are a lot of IT services companies who have a percentage (of people) who are full-time employees, and then they might use subcontractors or hourly employees.
One of the things that we felt very early on was that because our focus is on technology solutions, we wanted to hire people full time and train them and indoctrinate them into our methodology, our approach and build a long relationship with them. So we made a conscious decision to hire full-time people.
After that, the first thing was how to build a company culture that would attract talent. We started to define a set of guiding principles on how we go forward to bring in the right talent. We asked ourselves, ‘Why would people work at LiquidHub, and why would they stay here?’
From the perspective of what is attractive and how do we get employees to want to be part of the company culture, we invest a ton of effort in training and put a ton of effort in practice areas.
How do you do that?
It’s very common in a lot of systems integration companies where you have employees out in the field and they never really get to meet each other, they never really get to build a bond with other associates.
We felt it was extremely critical to build a framework where people come into the organization, they have a career path and they feel like they belong to the organization, that they’re not just a part of one of our client teams.
We have a soccer team, we do paintball events, golf league activities. We put a lot of emphasis on that and not just having a transactional relationship with our associates.
We made a distinction early on that we would refer to employees in the organization as associates. We felt ‘associate’ was a more inclusive and entrepreneurial interpretation. We wanted everyone to act as a stakeholder and ambassador of the business.
We have a tagline that says, ‘Our business revolves around you.’ The ‘you’ refers to both our customers and our associates.
How do you make sure you’re hiring the best people?
Find references not listed by the candidate. Find someone whom the candidate worked with previously.
In a two- to three-hour interview, there are a lot of things that you might not pick up. But by talking to people who have worked with an individual for a long period of time, you get a lot more honesty from that kind of a reference.
We like to bring in a candidate multiple times. We try to avoid having only one interview with a candidate. We have them meet key people one day and other key people another day.
We like to see people and meet them over a couple different days, to see if there is an on day and an off day.
How do you empower employees to do good work once you have hired them?
One of our core values is entrepreneurship. We practice a concept of meritocracy, aggressively promoting and rewarding the best ideas regardless of where they come from.
That concept is a big part of our culture. We might form a project team comprised of senior associates all the way up to managing directors. But when you’re at that table, the associate might be the project leader and someone in a more senior position in the organizational model might be reporting to them. We have a difference between your role on the team and where you fit in the organizational model.
We work very hard to make that a part of our culture, to promote ideas and to reward them publicly. If you look at our eight directors, four of them joined the company as associates. So we reward and recognize talent and contributions.
HOW TO REACH: LiquidHub, (484) 654-1400 or www.liquidhub.com
Born: Richmond, Va.
Bachelor’s degree in engineering, Lafayette College; master’s and Ph.D., Cornell University
First job: Engineer
What is the first lesson a CEO needs to learn?
You don’t have all the answers. Believe me, you don’t.
What is the best business lesson you’ve learned?
Probably from my predecessor, Bill Little. He taught me to always do the right thing. Always do what’s best for your business and for the customer.
What is the one thing you can’t stand as a business leader?
Probably as far as public companies go, it’s the constant short-term focus. You build value in a business over time.
What qualities does a successful business leader need?
You have to be able to listen and develop the softer skills in managing people and identifying talent. You also have to be willing to let people make mistakes and trust people to do the right thing.
It helps employee morale if they see a little bit of humility from the CEO.
Smart Business spoke with John Sands, a vice president and middle-market manager with PNC Equipment finance, one of the nation’s top bank-owned equipment finance companies.
How do you choose the right financing option for your business?
Many companies choose to purchase equipment using their existing bank line of credit, a traditional term loan or, in some cases, purchase using cash. But an experienced equipment finance professional can connect you to other possibilities, including customized equipment loans secured by the equipment and flexible-lease solutions.
A creative equipment finance solution is a way to control infrastructure costs, leverage working capital, preserve cash flow and effectively manage equipment obsolescence.
While loans and leases can be structured for most equipment types, the major categories include manufacturing equipment, heavy machinery, construction equipment, corporate aircraft, over-the-road vehicles, printing equipment, rail cars, telecommunications equipment, mining equipment, and medical and specialty equipment such as plastic molding, food services or semiconductor manufacturing.
Why consider a lease?
A well-structured lease allows a company to obtain equipment at a fixed rate, for a fixed period of time, without having to purchase the equipment outright. By leasing, a company can avoid many of the uncertainties associated with ownership, allowing you to focus on using the equipment to effectively run your business. Remember, it is the use of the equipment that makes you money, not the ownership of it.
Let your equipment finance provider put his money into depreciating assets, while you use your cash for projects that will appreciate in value or generate a strong return on investment.
There are many advantages to an appropriately structured lease, including the ability to provide 100 percent financing. This allows you to reinvest your conserved cash elsewhere in your company like R&D, marketing or technology.
In addition, leases can often offer lower borrowing costs (when compared to traditional or alternate financing options), offer longer term and deliver improved return on assets.
One of the strongest benefits of leasing is the tax benefit. By using a tax-oriented lease, you can trade off the tax benefits to your equipment finance provider and generate a lower implicit rate on the lease usually below your conventional term loan rate. Another advantage is the fact that you can fully expense the entire rental payment, thus benefiting from a lower rate while still preserving some tax shelter. For companies in an Alternative Minimum Tax position, this is a very common avenue. Tax leases are also very popular with companies that have capital expenditure limitations due to covenants or bond issue restrictions. By using an off-balance-sheet transaction, the company can still grow by gaining use of the necessary equipment without violating the restrictions placed upon them.
How do you decide whom to work with?
When deciding what equipment finance solution is best for your company, it is important to work with an experienced equipment finance provider who understands the value of your equipment and understands your company’s short- and long-term goals. By matching your business strategy with the right finance solution, whether a loan or a lease, you can be positioned to address today’s challenges and pursue tomorrow’s opportunities.
JOHN SANDS is a vice president and middle-market manager with PNC Equipment Finance. Reach him at (800) 762-6260.
This was prepared for general information purposes only and is not intended as specific advice or recommendations. Any reliance on this information is solely and exclusively at your own risk.
Sovereign Bancorp Chairman, President and CEO Jay Sidhu is proving the old adage wrong in his company, you can, in fact, have your cake and eat it, too.
Sovereign, one of the largest U.S. thrifts, is showing how a business can have the clout of an industry giant and still appeal to employees and customers on a personal level.
By just about any measure, Sovereign is a business titan. The company finished 2005 with more than $3.5 billion in sales and 10,000 employees. Its more than 650 bank branches are concentrated largely between Boston and Philadelphia, one of the most populous regions of the country.
Since 1990, Sovereign has made nearly 30 acquisitions, and since 2004, its net income has jumped 49 percent and its earnings per share has jumped 30 percent.
On the exterior, Sovereign is a glass-and-steel corporate behemoth. On the interior, Sidhu says Sovereign is still composed of the people who run it, and it’s the human touch that keeps employees loyal and keeps customers coming back.
At its heart, Sidhu says staying small is all about appealing to employees and customers on an emotional level. If customers and employees feel the company’s top executives are taking a personal interest in them and their money, the chance of those people remaining loyal increases.
“First of all, you have to understand and anticipate the needs of the team members and the needs of the customers,” Sidhu says. “Then, listen very, very carefully, and make sure that we are always putting them and their needs ahead of the company’s so there is true connection.”
In Sovereign’s company values, team members outrank even the customers. It’s not that Sovereign is devaluing the importance of customers, because as with any business, customers are Sovereign’s lifeblood. But without involved, engaged employees, Sovereign will never reach customers, making the company’s team its vehicle to customer satisfaction and, consequently, customer retention.
Every team employee at Sovereign is encouraged to develop a professional development plan, outlining goals for the next 12 to 24 months to keep team members and management on the same page from year to year.
The burden of reaching the goals isn’t just on the team member , Sidhu says. Managers must also work with employees to help them achieve their goals.
“We make a commitment that we will help them succeed at their plan,” he says. “It’s our philosophy that if we truly help people improve themselves, they will give back. There will be an emotional connection, an engagement, and it’s win-win a win for the team members and a win for the company.”
Valuing and engaging employees begins a trickle-down effect that finds its way to the customers, and then on to the company’s shareholders.
“If you treat the team members right, they will treat the customers right, and if the customers and team members are taken care of, the shareholders will always win,” Sidhu says.
One of the largest hurdles any business has to overcome when trying to stay connected with customers is bureaucracy.
Sidhu calls bureaucracy a “disease that afflicts large businesses.” When a corporation becomes so large that branches and departments have trouble communicating with each other and with customers, it can become a major problem.
Sidhu says communication is the weed killer of bureaucracy. If a company keeps its employees and customers in the know, the odds of a bureaucratic snarl slowing business and upsetting customers goes down.
But keeping lines of communication open is a full-time job when a company grows to the size of Sovereign.
“You need to have a weed killer, I call it bureaucracy killer, in your hand all the time, because as soon as you as you spray on one, the next weed is coming up,” he says. “The bureaucracy keeps coming up and getting in the way. As basic as it is, it’s effort.
“That’s why there is no substitute for face-to-face communication, listening to the people and letting the leaders set the examples of living our values.”
Sovereign tries to solve the bureaucracy problem by involving all levels of management.
“In our company, we call it ‘DRASTIC,’ which stands for ‘Dumb Rules And Stupid Things Irritating Customers,’” he says. “I, myself, encourage every leader in the company that when dumb rules get in the way, bring it to my attention, and I’m going to help you to get to the customer. The customers should never suffer because of bureaucracy.”
To make sure that doesn’t happen, Sidhu gives out his e-mail address, office number, cell number, even his home number, to employees so that problems can be quickly addressed.
“But we have thousands of leaders in the company trying to make sure nobody has to call me,” he says.
Dealing with growth
Each time Sovereign acquires a new branch is an opportunity to gain the trust and respect of a new set of customers. It is also an opportunity to scare them away, into the open arms of the competition.
Growth has both positive and negative aspects, Sidhu says, and Sovereign attempts to overcome the negative by creating a comfort zone for customers.
“Change creates stress, and change creates anxiety,” he says. “When you are acquiring a bank, the bank needs changes, and some of the products change. That creates anxiety and stress for the customers.”
Sovereign has two approaches to creating comfort among the customers in a newly acquired bank. First, it makes every change gradual. Second, it tries to retain as many employees as possible in the acquisition.
“We really do it very slowly, inform the customers about all the details, what’s going on, that it’s going to be transparent for them, and at the same time, do everything possible not to change the faces the customers are familiar with,” Sidhu says. “We had one or two instances where we did not do the acquisition integration well, and we lost business. Other times, we’ve done it well enough where we’ve actually gained business.”
A successful integration is vital, Sidhu says, because if team members are comfortable with change, customers probably will be, too.
“It’s all about communication and training, all about product knowledge, giving team members mentors and coaches,” he says “We listen to them, talk about our values and principles. It’s not rocket science. It’s doing the fundamentals again and again.”
Having a vision
To lead a company through the complex world of mergers and acquisitions, employee relations and bureaucratic red tape, Sidhu says a CEO needs a strong vision, one that won’t waver in the face of failure or discouragement.
“You’ve got to have a dream,” he says. “Then you’ve got to have clear goals and clear guiding principles.”
In 20 years as a CEO, Sidhu’s leadership principles have been tested time and time again.
He became the CEO of Sovereign in 1986, when it was called Penn Savings. Over the years, he has piloted the company renamed Sovereign shortly after Sidhu became CEO through ups that included a 2001 move from the Nasdaq to the NYSE, and downs that included a 1993 attempt by Fred Jaindl, then-chairman of the board, to sell the company.
Sidhu vehemently opposed the sale, eventually filing a lawsuit in federal court to stop it, according to the 2004 book, “The Legend of Sovereign Bancorp.” The suit was later settled out of court, and the company was not sold.
Sidhu says business is “common sense made difficult.” CEOs have to see through all the challenges presented to them and never lose their grip on the pragmatic principles that helped them get where they are.
“It’s the common sense people forget,” he says. “It’s basic human values. The same principles that apply to a successful family also apply to a successful soccer team, or a successful bank.”
To succeed, Sidhu says a CEO needs three traits: technological skills, emotional intelligence and passion.
Technological skills are highly valued in the modern, computer-centered world of business. But a CEO’s jobs isn’t based on staring at a computer screen all day, he says. Emotional intelligence involves an ability to listen and relate to people, gaining their trust and respect. Passion is the intense interest in your job, what fuels a CEO’s fire even when adversity strikes.
“It is very difficult to find people that have all three legs to that stool,” he says. “But if you have computer skills, emotional intelligence and you add passion to that, it’s unbelievable.”
But all the traits and skills in the world won’t matter if a CEO doesn’t deal with people in a straightforward manner.
“I just can’t stand when people are not straightforward and not trustworthy,” Sidhu says. “In a business environment, it’s all about authenticity. In banking, we are a people business, and it’s the people that make the biggest difference.”
HOW TO REACH: Sovereign Bancorp, www.sovereignbank.com
“We are pleased to have someone of Michael’s talent and experience taking the reins at QVC,” says Greg Maffei, president and CEO of QVC’s parent company, Liberty Media Corp. “We have enjoyed working with him during his transition over the past several months and are confident that he will lead continued growth and innovation at QVC.”
George came to QVC from Dell Inc., where he worked as chief marketing officer and general manager of Dell’s U.S. consumer business. Prior to his time with Dell, George was a senior partner at McKinsey & Co. Inc. and led the firm’s North American retail industry group. He earned his bachelor’s degree and master’s degree in finance from Northwestern University.
“As I take on this new challenge, I am most excited by the tremendous potential QVC clearly has in its future,” George says. “There is a stellar team of thousands who make up this truly revolutionary company. I’m confident that together we will forge groundbreaking new opportunities that will serve our customers’ interests like no other retailer.”
Ken Murray joined J.G. Wentworth in the newly created position of chief marketing officer.
Prior to joining the company, he worked for MBNA, where he served in a variety of marketing leadership roles, most recently as senior vice president of research and development.
GLOBAL POLICY ADVISORS
Global Policy Advisors promoted Charles Arthur Kendall to vice president of business development.
He previously worked as director of development for the company. Prior to joining GPA, he managed business trends, profitability and analytic matrices at EchoStar.
The company also promoted Patrick Gross to vice president of strategic planning. He previously worked as the director of strategic planning.
Ecount appointed Baruch Katz chief information officer. He focuses on technology strategy and oversees the further development of the company’s electronic payments platform.
Before joining the company, he co-founded and worked as chief technology officer of Adapt Media. Prior to that, he worked as a senior technology management executive with Intel Corp., Deloitte Touche and Lehman Brothers.
Traffic.com Inc. appointed Brian Sisko senior vice president and general counsel. He oversees the legal and compliance functions for the company.
He comes to the company from Warp Technology Holdings, where he worked as chief operating officer. He also held high-level positions with Katalyst, National Media Corp. and Klehr, Harrison, Harvey, Branzburg & Ellers LLP.
He is also on the board of overseers of The Annenberg Center for the Performing Arts.
TASTY BAKING CO.
Tasty Baking Co. appointed Mark G. Conish to its board of directors as a Class 3 director with a term expiring in 2007.
He works as vice president of global operations for Church & Dwight Co. Inc.
DELAWARE COUNTY ESTATE PLANNING COUNCIL
Bruce J. Cumby was appointed to the board of directors for the Delaware County Estate Planning Council.
He is president of Cumby, Spencer and Associates.
AMERICAN FINANCIAL REALTY TRUST
American Financial Realty Trust appointed Harold W. Pote to its board of trustees.
He has worked as vice chairman of retail financial services for JPMorgan Chase & Co., where he was responsible for bank acquisitions. He also served as executive vice president and head of Chase regional banking. Prior to that, he was a founding partner of The Beacon Group, which was acquired by Chase Manhattan Corp. Before founding The Beacon Group, he was CEO of First Fidelity Bancorp.
OTHERA PHARMACEUTICALS INC.
Othera Pharmaceuticals Inc. appointed Al Reaves senior vice president of clinical development.
Reaves has 22 years of ophthalmology drug development experience. He has worked as head of clinical and regulatory affairs at Xenon Vision as well as manager of clinical research at Alcon Laboratories.
SATORI GROUP INC.
Robert E. Gross joined Satori Group Inc. as vice president of sales.
He has more than 24 years of sales management and direct selling experience in BPM and Enterprise Resource Planning. He previously worked at Systems Union, where he last worked as vice president of sales.
Submit items and photos to firstname.lastname@example.org