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Carol Dibattiste

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Carol Dibattiste CAROL DIBATTISTE PROFESSIONAL PROFILE Board director and senior executive with expertise driving turnarounds of multi-billion-dollar public companies and government agencies. Extensive experience across corporate strategy, governance, human resources, compliance, risk management, data privacy, cybersecurity, culture and policy. Advises CEOs and boards of directors on business strategy and corporate governance and serves as change agent to solve complex business problems and enable growth in highly regulated industries. Industry experience in analytics, big data, media, privacy, cybersecurity, transportation, national security and education. Holds Secret level national security clearance. Currently on the Board of Directors of Wayside Technology Group, Inc. (NASDAQ: WSTG), a public IT company providing innovative sales and distribution solutions; and Giant Oak, a private artificial intelligence and data analytics company. Operating advisor to Liberty Hall Capital Partners, a private equity investment firm focused on investments in the global aerospace and defense industry. Prior public company executive roles focused on business strategy, building privacy, corporate governance, culture, human resources, compliance and risk management programs and resolving complex multi-million dollar false claims, class action securities and consumer litigation and government investigations. High-impact public sector senior operational leadership experience in the U.S. Departments of Defense, Justice, Homeland Security and Veterans Affairs. Key operational roles included Under Secretary of the U.S. Air Force leading a $70 billion, 710,000 military and civilian department, Deputy Administrator of the Transportation Security Administration, leading a $5.3 billion agency and Executive in Charge/Vice Chairman of the Board of Veterans’ Appeals. Retired Major in the U.S. Air Force with a distinguished and highly decorated military career. Board and advisory work across governance, risk, finance, audit and strategic planning in for-profit, nonprofit, and private organizations. Sound judgment and integrity with ability to provide clear direction and governance upholding the highest levels of ethics and fiduciary care. CORE GOVERNANCE CONTRIBUTIONS & EXPERTISE Enterprise risk analysis Strategic guidance for business growth Consensus-building across stakeholders with varied interests Government relations Broad and deep legal, privacy and cyber security knowledge Regulatory compliance Mergers and acquisitions experience Talent assessment and culture BOARD & ADVISORY EXPERIENCE • Wayside Technology Group, Inc. (NASDAQ; WSTG), Director (2020 to Present) • Giant Oak, Privately Owned, Director (2019 to Present) • Liberty Hall Capital Partners, Privately Owned, Operating Advisor (2020 to Present) • Homeland Security Advisory Council, Member (2018 to 2019) • South University, Board of Trustees, Internal Director (2014 to 2016) • Argosy University, Board of Trustees, Internal Director (2014 to 2016) • Risk Assistance Network and Exchange, Senior Advisor (2014 to 2016) • Association of Private Sector Colleges and Universities, Board of Directors, Risk Committee (2014 to 2015) • Department of Defense, Defense Legal Policy Board, Director (2012 to 2014) • Air Force Academy Falcon Foundation, Board of Trustees (2004 to 2014) • National Center for Victims of Crime, Board of Directors (2006 to 2011) • Alpha Security Group Corporation, Board of Directors (2005 to 2009) • Holland and Knight Consulting, LLC, Board of Directors (2001 to 2002) • Temple University School of Law, Board of Visitors (1996 to 1999) C. DiBattiste Resume, p2 PROFESSIONAL HISTORY Comscore, Inc. (NASDAQ, SCOR), Reston, VA and Ft Lauderdale, FL Chief Legal & Compliance Officer, and Corporate Secretary (January 2017 to June 2020) • Recruited to play key role on new executive team to transform public media measurement and analytics company; serve as trusted advisor and corporate secretary for the board of directors. • Responsible for legal, compliance, risk management, cyber security, corporate governance, human resources, facilities and real estate for approximately 1300 staff globally. • Led initiatives to successfully resolve a large volume of complex litigation and government investigations. U.S. Department of Veterans Affairs, Washington, DC Executive in Charge, Vice Chairman, Board of Veterans’ Appeals (2016 to January 2017) Senior Advisor for Appeals Modernization, Office of the Secretary (2016) • Directed all aspects of operations for Board of Veterans Appeals to resolve disability claims; appointed as Veterans Law Judge. • Advocated for streamlined claims appeals process, collaborating with Congress, veterans services organizations, state/local governments and key partners. Education Management Corporation (EDMC), Pittsburgh, PA Executive Vice President, Chief Legal, Privacy, Security, and Administrative Officer (2013 to 2016) • Selected by CEO to drive turnaround of troubled for-profit $2.5 billion post-secondary education leader with 100+ campuses and online operations. • Advised Board of Directors and directed legal, corporate governance, compliance, risk management, data privacy/security and human resources. • Developed risk mitigation strategy, compliance protocols and corporate code of conduct. • Managed large volume of litigation and led landmark settlement of $33 billion false claims act lawsuit with the Department of Justice and settlement of multi-state investigation with 40 state Attorneys General. GeekNet, Inc. (GKNT), Fairfax, VA Executive Vice President, General Counsel and Chief Administrative Officer (2011 to 2013) • Key member of executive team recruited to lead a public early-stage media and technology company with $100+ million in revenue from online retail brand Think Geek. • Worked closely with board of directors on business strategy, resulting in 20% revenue growth. • Redeveloped corporate governance; established risk management and compliance programs and code of conduct. Reed Elsevier/LexisNexis (RELX), Alpharetta, GA and Washington, DC Executive Vice President, Privacy, Compliance and Security (2008 to 2011) • Appointed to rebuild and oversee privacy, compliance and security across all Lexis/Nexus businesses for the public $23 billion information and analytics multinational. • Negotiated with the FTC and state Attorneys General to resolve high volume of compliance issues; regularly briefed Board of Directors. ChoicePoint (CPS), Alpharetta, GA General Counsel and Chief Privacy Officer (2005 to 2008) Chief Compliance Officer (2005) • Spearheaded turnaround of $1 billion data services public company after massive security breach; developed legal, regulatory, risk management, fraud and communications strategies; worked closely with Board of Directors. • Led resolution of shareholder, securities and consumer litigation and state and Federal government investigations with the SEC, FTC and 49 state Attorneys General. • Played key role in $4.1 billion acquisition by largest competitor Reed Elsevier. U.S. Department of Homeland Security, Transportation Security Administration, Washington, DC Deputy Administrator, Chief of Staff (2003 to 2005) • Built $5.3 billion agency with 55,000 employees to secure all modes of transportation from terrorist threats. • Established operations, intelligence, finance, administration, IT, data privacy, compliance and legislative, government and public affairs; designed threat and risk-detection plans and security and vetting policies. C. DiBattiste Resume, p3 Holland & Knight, LLP, Washington, DC Partner (2001 to 2003) • Provided expertise in litigation, corporate diversity counseling, government relations and government contracts for a global, full-service law firm. • Advised CEOs of Fortune 500 companies and resolved high-profile discrimination cases. U.S. Department of Defense, U.S. Air Force Under Secretary (1999 to 2001) • Appointed by President of the United States and confirmed unanimously by the U.S. Senate to oversee $70+ billion budget and 710,000+ military and civilian employees responsible for recruitment, training and readiness. • Designed military and civilian recruiting/retention reform; chaired task force on harassment. • First enlisted female to hold second highest position in the Air Force. U.S. Department of Justice U.S. Attorney’s Office, Southern District of Florida, Deputy U.S. Attorney (1998 to 1999) Executive Office for U.S. Attorneys, Director (1994 to 1998) Office of Legal Education, Director (1992 to 1993) U.S. Attorney’s Office, Southern District of Florida, Assistant U.S. Attorney (1991 to 1992) U.S. Department of Defense U.S. Navy and Marine Corps, Principal Deputy General Counsel (1993 to 1994) U.S. Department of Defense, U.S. Air Force Active Duty (1971 to 1991) • Served in roles of increasing rank in various locations globally, culminating as Major assigned to the Pentagon overseeing lawyer recruitment; held leadership positions as enlisted officer and judge advocate (JAG), including top prosecutor and legal instructor. ADDITIONAL INFORMATION • Member, National Association of Corporate Directors, International Association of Privacy Professionals, American Bar Association • Recipient of Award for Best Legal Department in the National Capital Region, Association of Corporate Counsel, 2018 • Recipient of Award for Best Compliance and Ethics Program (small to mid-cap), Corporate Secretary, 2019. • Global speaker on data privacy, cybersecurity, risk management, big data, compliance, diversity, transportation security, national security and employee recruitment/retention. • Recipient of numerous distinguished civilian awards and military decorations during active duty. LICENSES, CLEARANCES AND CERTIFICATIONS • Holds Secret level national security clearance. • Certified Information Privacy Professional, International Association of Privacy Professionals • Active Bar Admissions: Florida, Washington, DC EDUCATION Harvard Business School, Cambridge, MA Strategic Leadership Program (2009) Columbia Law School, New York, NY Master of Laws (1986) Temple University, Philadelphia, PA Juris Doctor (1981) LaSalle University, Philadelphia, PA Bachelor of Arts, Sociology and Criminal Justice (1976) Magna cum laude .
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