First Data 2012 Annual Report Download - page 132

President and Controller of the Company from September 2009 until November 2010. He was the Senior Vice President-Finance and
Controller of Delta Air Lines Inc. from April 2007 to September 2009 and served as the Senior Vice President, CFO Southeast Region
for AT&T, Inc. from January 2007 to April 2007. Prior to that time, Mr. Winborne held various positions in the finance group of
BellSouth Corporation from January 1999 to December 2006, most recently serving as BellSouth’s Controller. From 1990 to 1999,
Mr. Winborne was employed by the public accounting firm PricewaterhouseCoopers LLP.
Joe W. Forehand has been a member of the Board since September 2009 and Chairman of the Board since March 2010.
Mr. Forehand was interim Chief Executive Officer of the Company from March 2010 until October 2010. In his more than 30 years
with Accenture Ltd., Mr. Forehand served as the CEO from 1999 until 2004, prior to that, as chief executive of the Communications
and High Technology Operating Group, and as Chairman of the board of directors of Accenture Ltd. from 2001 until 2006.
Mr. Forehand is a member of the Portfolio Management Committee for Kohlberg Kravis Roberts & Co. (“KKR”) and has also been
involved with KKR’s growth and emphasis on the technology industry sector. He is a board member of Aricent Inc.
Henry R. Kravis has been a member of the Board since September 2009. Mr. Kravis, a pioneer of the private equity industry,
co-founded KKR in 1976 and is its Co-Chairman and Co-Chief Executive Officer. He is actively involved in managing KKR and
serves on its regional Private Equity Investment and Portfolio Management Committees. In addition to serving on the board of the
general partner of KKR & Co. L.P., Mr. Kravis currently serves on the board of China International Capital Corporation Limited. He
also serves as a director, chairman emeritus or trustee of several cultural, professional and education institutions, including The
Business Council, Claremont McKenna, Columbia Business School, the Council on Foreign Relations, Mount Sinai Hospital, the New
York City Investment Fund, Partnership for New York City, Rockefeller University, and Tsinghua University School of Economics
and Management. He earned a B.A. from Claremont McKenna College in 1967 and a M.B.A. from the Columbia Business School in
1969. Mr. Kravis has more than four decades of experience financing, analyzing, and investing in public and private companies, as
well as serving on the boards of a number of KKR portfolio companies.
Scott C. Nuttall has been a member of the Board since September 2007 and is a Member of KKR. Mr. Nuttall joined KKR in
1996 and heads KKR’s Global Capital and Asset Management Group which includes the Client and Partner Group, KKR Capital
Markets and KKR Asset Management. He has played a significant role in KKR’s private equity investments in Alea Group Holdings,
Amphenol, Bristol West Holdings, Capmark Financial, First Data Corporation, KinderCare Learning Centers, Legg Mason, Masonite
International, Walter Industries and Willis Group. Mr. Nuttall is currently a member of the board of directors of KKR Financial
Holdings and Legg Mason. He is actively involved in funds affiliated with KKR and is a member of KKR’s Management Committee.
Prior to joining KKR, he was with the Blackstone Group where he was involved in numerous merchant banking and merger and
acquisition transactions. He received a B.S., summa cum laude, from the University of Pennsylvania.
Tagar C. Olson has been a member of the Board since September 2007. Mr. Olson joined KKR in 2002 and is a Member and
Co-Head of KKR’s Financial Services industry team within the Private Equity platform. Mr. Olson has played a significant role in the
investments in Santander Consumer USA, First Data Corporation, KKR Debt Investors, Legg Mason, Visant, Capmark, KSL
Holdings, KSL Recreation, Masonite, and Yellow Pages Group. Currently, he is on the board of directors of Santander Consumer
USA and Visant. Prior to joining KKR, Mr. Olson was with Evercore Partners Inc., where he was involved in a number of private
equity transactions and mergers and acquisitions. He holds a B.S. and B.A.S., summa cum laude, from the University of Pennsylvania.
The Company’s Governance, Compensation and Nominations Committee (the “Committee”) identifies individuals qualified
to become members of the Board and recommends to the Board nominees for election as directors at each annual meeting of
shareholders and to fill vacancies on the Board. The Committee looks for certain qualities common to all Board members, including
integrity, collegiality, and ability and willingness to make a commitment to the Company. When considering whether directors and
nominees have the experience, qualifications, attributes and skills, the Committee and the Board focused primarily on the information
discussed in each of the directors’ individual biographies set forth above. With regard to Mr. Forehand, the Board considered his many
years experience at a publicly held consulting and technology services company, including service as chairman of the board. With
regard to Mr. Kravis, the Board considered his significant experience and expertise in private equity investments. With regard to
Mr. Nuttall, the Board considered his broad perspective brought by Mr. Nuttall’s involvement in KKR’s diverse investments and his
extensive knowledge of the business and capital structure of the Company through his involvement since the 2007 merger. With
regard to Mr. Olson, the Board considered his expertise in the financial services industry and his extensive knowledge of the business
and capital structure of the Company through his involvement since the 2007 merger.
Code of Ethics for Senior Financial Officers
The Company has adopted a Code of Ethics for Senior Financial Officers which applies to its Chief Executive Officer, Chief
Financial Officer, and Principal Accounting Officer. The Code is available on the Company’s web site at www.firstdata.com under
“About First Data”, “Investor Relations” and “Corporate Governance”.
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