USA Acquisition Corp.
MANAGEMENT & BOARD
Executive Officers
W. Carter McClelland, 76
Chairman and Director
During his career, Mr. McClelland has helped manage some of Wall Street’s largest and most successful financial institutions. Mr. McClelland began his career at Morgan Stanley & Co., where he enjoyed numerous leadership roles and ultimately became the firm’s Chief Administrative Officer and a member of its operating committee. He also co-founded Morgan Stanley’s technology investment banking group. Later, Mr. McClelland was the President, Chief Executive Officer and a member of the Board of Directors at Deutsche Bank North America, where he had responsibility for managing all the bank’s North American operations and activities. Subsequently, Mr. McClelland became the Chairman of Bank of America Securities, where he was responsible for the firm’s global corporate and investment banking relationships. In 2007, Mr. McClelland co-founded Union Square Advisors and currently serves as the firm’s Chairman. Mr. McClelland is a Co-Chairman of the Board of Directors of Echoing Green, a New York-based not-for-profit that provides seed capital to social entrepreneurs. Formerly, he was the Chairman of the Board of United Way of New York City. He holds a BS in Aeronautical Engineering and an MBA from Stanford University.
Edward R. Smith, 55
Chief Executive Officer and Director
He is a co-founder of Union Square Advisors and currently serves as the firm’s President. Mr. Smith has worked with many of the world’s largest and most influential technology companies, including (NASDAQ: ADBE), Amazon (NASDAQ: AMZN), Citrix (NASDAQ: CTXS), EMC (a subsidiary of Dell (NYSE: DELL)), Fastly (NYSE: FSLY), Google (NASDAQ: GOOG & GOOGL), Guidewire (NYSE: GWRE), IBM (NYSE: IBM), Informatica (NYSE: INFA), Intel (NASDAQ: INTC), Intuit (NASDAQ: INTU), Microsoft (NASDAQ: MSFT), Oracle (NYSE: ORCL), SAP (NYSE: SAP), and VMware (NYSE: VMW), as well as a wide range of high growth public and private technology companies. Mr. Smith has also worked with many leading venture capital, growth equity and private equity firms across the technology landscape. Prior to co-founding Union Square Advisors, he was a Managing Director at Credit Suisse, where he headed the global software investment banking practice. Mr. Smith also served as a corporate executive at Novell, including as Vice President of both Corporate Development and Business Development. Mr. Smith began his career at Morgan Stanley & Co. where he was an early member of the firm’s technology investment banking group. Mr. Smith received both his BS and MS degrees in Electrical Engineering from the University of Notre Dame and is a member of Eta Kappa Nu.
Michael W. Meyer, 59
President and Director
Mr. Meyer is currently a Partner at Union Square Advisors where he leads the firm’s Capital Markets business. Over the course of his career, Mr. Meyer has been responsible for the execution and oversight of over $200 billion of leveraged finance transactions. He has worked with world class financial sponsors such as Blackstone (NYSE: BX), KKR & Co. (NYSE: KKR), Apollo Global Management (NYSE: APO) and Bain Capital (NYSE: BCSF). Several notable transactions include the LBOs of HCA Inc. (NYSE: HCA), Alliance Boots (a subsidiary of Walgreens Boots Alliance (NASDAQ: WBA)), Warner Music Group Inc. (NASDAQ: WMG) and Fidelity National (NYSE: FIS). Prior to joining Union Square Advisors, Mr. Meyer was responsible for the Global Credit and U.S. Fixed Income businesses at RBC Capital Markets. Mr. Meyer also ran the leveraged finance and global credit business at Bank of America and Bank of America Merrill Lynch, working both in New York and London. Earlier in his career, Mr. Meyer worked in the leveraged finance and high yield businesses at Morgan Stanley and Citigroup.
Wayne Kawarabayashi, 50
Chief Financial Officer
Throughout his career, Mr. Kawarabayashi has worked with public and private corporate clients and private equity inside and outside of the technology sector, executing sell-sides, buy-sides, corporate divestitures, IPO carve-outs, cross-border, leveraged buyouts, and Reverse Morris Trust transactions, as well as rendering fairness opinions, advising special committees and providing hostile and defensive advisory services. He has advised on transactions for clients including including Automatic Data Processing (NASDAQ: ADP), Alliance Data Systems (NYSE: ADS), AT&T (NYSE: T), Blackstone (NYSE: BX), Carlyle (NASDAQ: CG), Cognos (acquired by IBM (NYSE: IBM)), EMC (a subsidiary of Dell (NYSE: DELL)), General Atlantic, Guidewire (NYSE: GWRE), Hellman & Friedman, HP (NYSE: HPQ), IBM (NYSE: IBM), Interactive Intelligence, KKR (NYSE: KKR), L-3 Communications (a subsidiary of L3Harris Technologies (NYSE: LHX)), Lionbridge, Permira, Siris, SunGard and Vista.
Board of Directors
Sandra Bergeron, 63
Director Nominee
Ms. Bergeron is a well-known and highly respected technology executive in Silicon Valley. Ms. Bergeron currently serves as a director of F5 Networks (NASDAQ: FFIV), Qualys, Inc. (NASDAQ: QLYS), and Sumo Logic, Inc. (NASDAQ: SUMO). She previously served as a director of the following companies prior to their acquisition: Sophos Group PLC (acquired by Thoma Bravo), Tipping Point (acquired by 3Com (a subsidiary of HP (NYSE: HPQ))), Netegrity (acquired by CA (a subsidiary of Broadcom Inc. (NASDAQ: AVGO))), Nuance Communications (acquired by ScanSoft) (NASDAQ: NUAN), TriCipher (acquired by VMware (NYSE: VMW)), and ArcSight (acquired by HP (NYSE: HPQ)). Ms. Bergeron retired from McAfee, Inc. (NASDAQ: MCFE) in 2005, after a ten-year career. While at McAfee, she held several key executive positions, including head of research and development, President of the PGP Security division, and head of corporate strategy and mergers/?acquisitions. Prior to McAfee, her experience was in software development for various technology companies. In 2019, Ms. Bergeron was voted one of Most Influential Corporate Board Directors by Women Inc. Magazine. Ms. Bergeron holds an MBA from Xavier University in Cincinnati, Ohio and a BBA (Cum Laude) from Georgia State University, where she was named to the Hall of Fame at the J. Mack Robinson School of Business. She received both a Distinguished Alumni award and a Technology Leadership award from Georgia State University.
Edward Hamburg, 70
Director Nominee
Dr. Hamburg serves on the boards of directors of multiple public and private technology companies and as an Advisory Partner with Morgan Stanley Expansion Capital. Since 2004 he has been a director of twelve companies, ten for which he served as the chair or a member of the audit committee. Prior to 2004, Dr. Hamburg was Executive Vice President of Corporate Operations and Chief Financial Officer of SPSS Inc. (NASDAQ: SPSS), a global provider of technology and services for predictive analytics. He received a Ph.D. from the University of Chicago and M.A. and B.A. from the University of Maryland at College Park. Dr. Hamburg has extensive experience in general management, developing human capital, risk management, strategic planning, establishing and managing international operations, business combinations and divestitures, and all aspects of becoming and being a public entity.
Adriel Lares, 49
Director Nominee
Mr. Lares brings with him a tenured track record of public and private financial operations and reporting Mr. Lares served as the CFO of Fastly, Inc. (NYSE: FSLY), where he was instrumental in the company’s recent financing events, including its initial public offering and second public offering in 2019 and 2020 respectively. Prior to Fastly, Inc., Mr. Lares served as an advisor and CFO to Lookout, Inc., a mobile security firm. During his tenure at Lookout, Inc. Mr. Lares completed the company’s Series E capital raise. From September 2010 to February 2012, Mr. Lares served as Business Unit Manager of 3PAR Inc., a data storage and information storage software company. From January 2005 to September 2010, Mr. Lares served as Chief Financial Officer at 3PAR Inc. where he was critical in 3PAR’s $2.4 billion sale to Hewlett Packard (NYSE: HPE). Mr. Lares has also served in various capacities at 3PAR during the company’s various growth stages including company treasurer and director of finance. Mr. Lares is a co-founder of Memento Mori, a Napa-based winery. Mr. Lares earned his BA in Economics from Stanford University.
Charles Robel, 72
Director Nominee
Mr. Robel is currently the Chairman of the Board of GoDaddy (NYSE: GDDY), the world’s largest domain name registrar and one of the world’s largest web hosting providers for consumers and small businesses. Mr. Robel also currently serves on the board of Sportradar (NASDAQ: SRAD) and is chair of the audit committee. Previously he was the Chairman of the Board of McAfee Inc. (NASDAQ: MCFE) prior to its approximately $8 billion acquisition by Intel (NASDAQ: INTC). In addition, he was the Lead Director of Informatica, Inc. (NYSE: INFA), the largest independent data integration company prior to its acquisition by the Permira private equity group for $5.3 billion in 2015. In 2016 he was Chairman of the Audit Committee of Blue Coat, a leading security vendor, assisting with its proposed IPO prior to its sale to Symantec (NASDAQ: NLOK) for approximately $4.7 billion. Until early 2017 he was the Lead Director for AppDynamics during both its IPO listing process and subsequent $3.7 billion sale to Cisco (NASDAQ: CSCO). Previously he had served as a member of the Board of Directors and Chairman of the Audit Committee at Palo Alto Networks (NASDAQ: PANW), Borland (a subsidiary of Micro Focus International plc (NYSE: MFGP)), Adaptec (a subsidiary of Microchip Technology Inc. (NASDAQ: MCHP)), Jive Software (a subsidiary of Aurea SA (EURONEXT: AURE), Model N (NYSE: MODN) and DemandTec (a subsidiary of IBM (NYSE: IBM)). From 2000 to 2005 he had served as a general partner and chief operating officer at Hummer Winblad Venture Partners, a venture capital fund focused on early-stage software company investments. Hummer Winblad managed approximately a $1 billion investment portfolio during his tenure. Mr. Robel began his career in 1974 at PricewaterhouseCoopers LLP, from which he retired as a partner in 2000. From 1985 to 1995 he managed the PWC Software Services group in Silicon Valley and from 1995 to 2000 he managed the Technology Mergers and Acquisitions group. Mr. Robel graduated from Arizona State University in 1971 and in 2014 was inducted into the WP Carey School of Business Hall of Fame at his alma mater.