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BMC Software, Inc. may provide the following presentation to its stockholders.
June 2012 BMC Investor Presentation |
2 Today’s Discussion 1. BMC Software has an enviable position in an attractive, exciting market 2. BMC has demonstrated an ability to deliver exceptional shareholder results over the long-term, across multiple technology shifts 3. BMC’s Board is well equipped to create exceptional long-term value BMC is a GREAT company that CAN CONTINUE to create exceptional long-term value by REMAINING OPEN TO ALL STRATEGIES that will deliver value to shareholders © Copyright 6/19/2012 BMC Software, Inc |
3 © Copyright 6/19/2012 BMC Software, Inc Today’s Discussion 2. 3. BMC’s Board is well equipped to create exceptional long-term value results over the long-term, across multiple technology shifts BMC has demonstrated an ability to deliver exceptional shareholder 1. BMC Software has an enviable position in an attractive, exciting market |
4 © Copyright 6/19/2012 BMC Software, Inc Every Company Needs IT to Deliver Business Services… But Managing IT Has Become Increasingly Complex Making or fulfilling a reservation Using a mobile device for work Completing an online transaction • Mainframe, Servers, Smart phones—all generations of technology remain in use • 100’s of vendors, millions of combinations of products and devices • Cloud, outsourcing, other trends reduce direct control over assets • Centrally manage fragmented islands of technology • Simplify and automate to lower cost • Decrease security and availability risk • Increase agility to drive business growth Most services are now IT-enabled IT complexity is increasing Management of IT delivers real benefits IT Management Solutions are required for businesses to stay efficient and deliver compelling services to employees and customers |
5 © Copyright 6/19/2012 BMC Software, Inc BMC Makes IT Fast, Flexible, and Personal Self service IT Self service IT anywhere, anytime anywhere, anytime Service outages fixed Service outages fixed before noticed before noticed Flex your Flex your infrastructure infrastructure beyond your walls beyond your walls BMC makes it possible to deliver IT-enabled business services more quickly, at lower cost, with greater reliability |
Customers validate the need for independent solutions for IT management and the success of BMC’s offerings Vendor of Choice Among Leading Enterprises and Institutions 20,000 customers in over 120 countries Fortune 100: 93% Fortune 500: 81% Forbes Global 100: 96% Forbes Global 500: 84% “We experimented with packages from several other vendors who claimed that they could provide the same level of business functionality and integration that we could get from BMC. BMC was the only vendor that could provide the features, the integration, and the quality support we were looking for.” - John Strege, Director of Systems Software 6 © Copyright 6/19/2012 BMC Software, Inc |
BMC’s area of focus, software solutions to manage IT, is a large and attractive growth market 2011 2016 IT Management Software $ billions IT Management Software market continues to grow, driven by increasing complexity and the need to accelerate business services Market trends such as cloud and consumerization are drivers of additional growth 17 25 Source: Leading Industry Analyst Firm IT Management Software Market is Large and Growing © Copyright 6/19/2012 BMC Software, Inc 7 |
8 © Copyright 6/19/2012 BMC Software, Inc From the Gartner Infrastructure and Operations Summit, June 5, 2012. “IT Operations Scenario” session by Ronni Colville and Deb Curtis. Gartner Competitive Positioning of Shipping Products from Infrastructure and Operations Summit June 5, 2012 Independent analysts illustrate that BMC’s solutions are competitive in solving the full breadth of IT management problems |
9 © Copyright 6/19/2012 BMC Software, Inc Gartner Magic Quadrant for IT Service Desk – Gartner (February 2012) Gartner Magic Quadrant for Workload Automation BMC is a Recognized Market Leader by Leading Third Parties Independent research also confirms BMC leadership in vision and execution in key solution areas "BMC, a broad ITOM tools vendor, continues to provide innovation and leadership in this market in product functionality, pricing, go-to-market strategies and licensing. It has continued to improve its products with self-service functionality, policy-driven workload management, support for various mobile devices, support for virtual and cloud environments, workload life cycle management, integration with its other automation tools (ITPA, server configuration management, cloud life cycle management, etc.) to unify its automation capabilities, among other functionalities. It has also developed automated conversion toolsets to enable customers to migrate away from other workload automation tools, and has expanded its support for infrastructure platforms and applications." |
10 © Copyright 6/19/2012 BMC Software, Inc Cloud Lifecycle Management $0 $47 $80 FY2010 FY2011 FY2012 Cloud-Related License Bookings ($MM) Recent BMC innovations, including Cloud Lifecycle Management, have been extremely successful in the market Cloud Business is Accelerating Rapidly “BMC is gaining traction and is well positioned to serve enterprise and service provider customers as they build out cloud infrastructure and migrate more diverse services to cloud environments.” IDC, November 2011 Worldwide Cloud Systems Management Software 2011 Vendor Strategies “BMC Cloud Planning and Design: Any enterprise project should have at the front end a solid plan; BMC has developed what may be the most advanced and, more importantly, hardware-independent planning tool.” Rob Enderle, Enderle Group December 28, 2011 |
11 © Copyright 6/19/2012 BMC Software, Inc Today’s Discussion BMC Software has an enviable position in an attractive, exciting market BMC has demonstrated an ability to deliver exceptional shareholder results over the long-term, across multiple technology shifts BMC’s Board is well equipped to create exceptional long-term value 1. 3. 2. |
12 © Copyright 6/19/2012 BMC Software, Inc BMC Has Delivered Strong Long-Term Shareholder Returns Outperformed S&P 500 and NASDAQ over last 5 and 10 year periods Share price performance over last 1 and 2 year periods impacted by sales force issues which have been addressed Positive momentum reflected in share outperformance in 2012 relative to S&P 500 and NASDAQ Share Price Performance To 3/31/12 BMC Performance Relative to BMC S&P 500 NASDAQ YTD* 21% 11% 4% Last 1 Year (21%) (27%) (32%) Last 2 Years 6% (13%) (23%) Last 5 Years 30% 31% 3% Last 10 Years 117% 92% 44% BMC stock performance has been strong through multiple technology cycles, over 5 and 10 year periods *1/3/12-3/31/12 © Copyright 6/19/2012 BMC Software, Inc |
13 New Investments Observed Results Expected Benefits • Greater productivity as average sales force tenure increases • Improved predictability of long- term performance • Sales capacity UP 25% (including Numara acquisition) • Attrition DOWN 54% (from beginning of FY through May relative to same period) BMC has made significant new investments in its ESM direct sales force: • New sales leadership structure • Increased investment in sales employee retention programs • Adjusted sales compensation practices • New sales force segmentation Benefits from Investment in Sales Force will Continue to be Realized Over Time As of FY13 / May 2012 © Copyright 6/19/2012 BMC Software, Inc Near-term results were impacted by ESM sales issues but have been addressed with new leadership and compensation adjustments |
Leading Technology Partners Global System Integrators and Outsourcers BMC’s independence and architectural approach is attractive to key partners that expand BMC’s solution breadth and market reach Unique Sales and Technology Partnerships will also Deliver Long-Term Benefits RemedyForce now has more than 200 customers in production in first 2 years RemedyForce is the only 3 party product resold by Salesforce.com BMC’s Cloud Lifecycle Management product resold by Cisco in strategic service provider accounts BMC’s BladeLogic integrated with Cisco’s Unified Computing System BMC’s independence and architectural approach is attractive to key partners that expand BMC’s solution breadth and market reach 14 © Copyright 6/19/2012 BMC Software, Inc rd |
15 10.7% 13.6% 11.6% 8.5% 13.8% 17.0% 17.7% 6.6% Cash Flow from Operations Non-GAAP Diluted EPS Non-GAAP Operating Income Revenue BMC Financial Performance vs. Peers Last 5 Year Compound Annual Growth Rate (%) BMC Peer Median (1) Note (1) Peers include Adobe, CA, Citrix, Compuware, Microsoft, Oracle, SAP and Symantec BMC’s attractive long-term shareholder returns have been a direct result of strong financial performance ESM 8.4% BMC has Delivered Strong Financial Performance © Copyright 6/19/2012 BMC Software, Inc |
16 BMC has Outstanding Margin Performance LTM Non-GAAP Operating Margin (%) LTM Non-GAAP Operating Margin (%) LTM Revenues ($MM) 36,980 73,031 4,234 2,172 4,814 14,559 2,305 6,730 1,010 18% 25% 26% 33% 34% 37% 41% 46% 36% Compuware Symantec Citrix SAP CA BMC Adobe Microsoft Oracle Outstanding margin performance relative to similar sized companies is a result of disciplined execution 21% 8% 0% 10% 20% 30% BMC - ESM CA - Enterprise Solutions & Professional Services 60% 56% 50% 55% 60% 65% BMC - MSM CA - Mainframe Solutions © Copyright 6/19/2012 BMC Software, Inc |
17 © Copyright 6/19/2012 BMC Software, Inc Return on Invested Capital Last 5 Year Average Percent of Free Cash Flow Returned Last 5 Year Average BMC has effectively managed its capital investments, including acquisitions, while returning a large fraction of cash flow BMC is a Responsible Steward of Shareholder Capital 23% 13% BMC Peers 87% 69% BMC Peers |
18 © Copyright 6/19/2012 BMC Software, Inc Today’s Discussion 2. 3. BMC’s Board is well equipped to create exceptional long-term value 1. BMC Software has an enviable position in an attractive, exciting market BMC has demonstrated an ability to deliver exceptional shareholder results over the long-term, across multiple technology shifts |
BMC has an Independent & Experienced Board Committed to Delivering Shareholder Value Nine of ten Board members are independent of the company Appointed three new directors in the past five years (two in the past two years) Lead Independent Director with clearly delineated duties Audit, Compensation, Corporate Governance & Nominating, and Mergers & Acquisitions Committees comprised solely of independent directors BMC’s Board is focused on good governance and open to all strategies that will drive long-term shareholder value creation Software and technology expertise: years of service as CEOs, CFOs, and COOs Financial expertise: Former CFOs, CIOs, and Private Equity leadership Governance expertise: Diverse range of relevant industry and governance experience focused on advancing the long-term interests of all shareholders Rated “low concern” in all governance categories by ISS Responsive to all shareholder inquiries Open to all strategies to create long-term shareholder value Board Independence Breadth and Diversity of Expertise Shareholder Friendly Pro- active Governance Practices 19 © Copyright 6/19/2012 BMC Software, Inc |
BMC has addressed recent challenges and is now well positioned to continue to create long-term shareholder value Note: Permission to use quotes was neither sought nor received Equity Analysts Believe Company Has the Right Capabilities and Approach "We believe that management is focused on driving long-term shareholder value and delivering consistent results ... we don't believe management is necessarily opposed to selling at the right price but view the involvement of an activist shareholder as more along the lines of a short-term trade vs. ultimately maximizing the long-term value of the company.“ – May 14, 2012 (RBC) “We see BMC as well positioned among the top four traditional management providers with a potential to capitalize on the opportunity created by the cloud adoption…we believe that the execution lapses at BMC are primarily fixable and BMC has the required capabilities to take the company forward.” – May 30, 2012 (Mizuho Securities) "We believe that BMC’s past restructurings have helped the company reconcile the vast majority of its inefficiencies. We believe the company is currently well managed from a financial/operational standpoint." – May 15, 2012 (JP Morgan) 20 © Copyright 6/19/2012 BMC Software, Inc |
21 © Copyright 6/19/2012 BMC Software, Inc BMC’s Board Brings the Diversity of Experience Required to Ensure Long-term Shareholder Value The Elliott nominees would result in doubling-down of existing expertise at the expense of diversity of experience and critical Board functions like M&A and risk management Substantial Expertise Decline in Expertise due to loss of BMC Directors Software/IT Cloud/SaaS M & A Corporate Finance Governance Risk Management Public Company Board Experience Diversity of Experience BMC Board Board with Elliott Nominees (at expense of BMC Directors) Public Company |
22 © Copyright 6/19/2012 BMC Software, Inc Summary: BMC’s Current Leadership is Aligned with Shareholders’ Long-Term Interests BMC Software is in an attractive, exciting market BMC has demonstrated an ability to deliver exceptional shareholder results over the long-term, across multiple technology shifts BMC’s Board has the best breadth and diversity of expertise to create exceptional long-term value BMC’s Board has reviewed Elliott’s proposal and unanimously determined that in its opinion the proposal is not in the best interests of shareholders as it is not aligned with long-term value creation for shareholders BMC is a GREAT company that CAN CONTINUE to create exceptional long-term value by REMAINING OPEN TO ALL STRATEGIES that will deliver value to shareholders |
23 © Copyright 6/19/2012 BMC Software, Inc This presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are identified by the use of the words “believe,” “expect,” “anticipate,” “estimate,” “will,” “contemplate,” “would” and similar expressions that contemplate future events. Such forward- looking statements are based on management’s reasonable current assumptions and expectations. Numerous important factors, risks and uncertainties, including, but not limited to, those contained in our documents and reports filed with the U.S. Securities and Exchange Commission (SEC), affect our operating results and could cause our actual results, levels of activity, performance or achievement to differ materially from the results expressed or implied by these or any other forward-looking statements made by us or on our behalf. There can be no assurance that future results will meet expectations. You should carefully review the cautionary statements described in the documents and reports we file from time to time with the SEC, specifically our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Information contained on our website is not part of this Presentation. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this presentation, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward- looking statements. Forward Looking Statements |
24 © Copyright 6/19/2012 BMC Software, Inc BMC Software, Inc. (BMC), its directors and certain of its executive officers are deemed participants in the solicitation of proxies from BMC stockholders in connection with the matters to be considered at BMC’s 2012 Annual Meeting. In connection with the solicitation of proxies, BMC has filed a definitive proxy statement and other relevant documents concerning the proposals to be presented at BMC’s 2012 Annual Meeting with the U.S. Securities and Exchange Commission. In connection with the 2012 Annual Meeting, BMC has mailed the definitive proxy statement to stockholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ BMC’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, are set forth in the definitive proxy statement BMC filed with the SEC on June 5, 2012. Additional information can also be found in BMC’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 10, 2012. To the extent holdings of BMC securities have changed since the amounts printed in the definitive proxy statement for the 2012 Annual Meeting, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by BMC with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investors section of our corporate website at http://investors.bmc.com. Certain Information Regarding Participants |
25 © Copyright 6/19/2012 BMC Software, Inc Non-GAAP Financial Measures This presentation includes the following non-GAAP financial measures: Non-GAAP Operating Income/Margin and Non-GAAP Diluted Earnings per Share are non-GAAP financial measures regularly used by us in our quarterly earnings release and other public disclosures, wherein we also provide reconciliations to comparable GAAP measures of operating income and diluted earnings per share, respectively. In comparison to the comparable GAAP measures, these non-GAAP financial measures exclude share-based compensation expense; the amortization of intangible assets; severance, exit costs and related charges; as well as the related tax impacts of these items; and certain discrete tax items. Return on Invested Capital (ROIC) is a non-GAAP financial measure. Annual ROIC was calculated as X/Y, where: X = reported earnings before income taxes adjusted to add back interest expense and gain (loss) on investments, net, for the applicable fiscal year period, tax effected based on the Company’s effective consolidated tax rate for the fiscal year period; and Y = total capital, calculated as reported total stockholders’ equity plus total borrowings (current and long-term portions) as of the end of the applicable fiscal year period. Return of Capital as a Percentage of Free Cash Flow (Percent of Free Cash Flow Returned) is a non- GAAP financial measure calculated annually as X/Y, where: X = treasury stock acquired plus dividends paid (return of capital) for the applicable fiscal year period; and Y = free cash flow, calculated as net cash provided by operating activities minus cash paid for the capitalization of software development costs and minus cash paid for purchases of property and equipment for the applicable fiscal year period. |
Appendix |
27 © Copyright 6/19/2012 BMC Software, Inc Governance Overview The company's charter and bylaws may be amended by a simple majority vote Mergers/business combinations may be approved by a simple majority vote No supermajority voting requirements for any matter Shareholders have the ability to take action without a meeting by written consent Annually elected directors (declassified board) Majority vote standard to elect directors (with resignation policy) Four standing committees (Audit, Compensation, Corporate Governance & Nominating, and Mergers & Acquisitions) comprised of all independent directors Any director who attends less than 75% of meetings of the Board for two consecutive years is not eligible for re- nomination to the Board Each Board member attended at least 75% of Board and Committee Meetings in fiscal 2012 Each Board member was in attendance at BMC’s 2011 Annual Meeting The company discloses board/governance guidelines Shareholder Rights Board Level Governance |
28 © Copyright 6/19/2012 BMC Software, Inc Governance Overview Membership on the Board will be predominantly non-employee directors who, at a minimum, meet the criteria for independence required by the NASDAQ The Board has adopted additional independence criteria set forth in the Guidelines The Board conducts an annual evaluation of itself, its committees and each individual director The Board will appoint an independent director as Lead Director when the Chairman is not independent. The Chairman and Lead Director are reviewed annually and are subject to removal/rotation at the Board’s discretion To effectively discharge their oversight duties, the Board has direct access to management 2011 Say on Pay Proposal received over 95% of votes cast “for” All directors received over 96% of votes cast “for” election at the 2011 Annual Meeting Governance Risk Indicator (GRI®) shows low concern (highest rating) in all 4 dimensions of governance¹: - Audit, Board, Compensation and Shareholder Rights Annual Say on Pay vote Directors are subject to robust stock ownership guidelines, to further align interests with shareholders BMC Corporate Governance Guidelines Other Items 1. Source – Yahoo Finance, Institutional Shareholder Services as of June 1, 2012 |
29 © Copyright 6/19/2012 BMC Software, Inc Compensation (Pay for Performance) Overview Increased use of performance-based equity awards directly tied to total shareholder return (TSR) Reduction of planned equity award to CEO during Fiscal 2012 Reduced payout during Fiscal 2012 under the short-term incentive program, despite record results in multiple areas No payout to NEOs under cash LTIP program vesting in Fiscal 2012 Competitive mix of performance-based compensation vs. peers, with over 50% of compensation awarded to NEOs in Fiscal 2012 being performance-based No bonuses paid to executives in excess of plan design and metrics achievement Fiscal 2012 Compensation Program Base 7% Short Term Incentive Cash Plan 12% Performance- based RSUs 44% Time-based RSUs 37% CEO Target Pay Summary Base 12% Short Term Incentive Cash Plan 13% Performance- based RSUs 38% Time-based RSUs 37% Other NEO Target Pay Summary |
30 © Copyright 6/19/2012 BMC Software, Inc Compensation (Pay for Performance) Overview Equity utilization within institutional investor advisory services guidelines Balance of short-term and long-term compensation plans, addressing retention, attraction, performance and risk concerns Realizable pay reflects linkage of compensation with performance CEO compensation over last 5 fiscal years in line with our TSR Multiple and balanced incentive plan metrics: internal measures (booking and operating margin), which drive shareholder value, and TSR, which contrasts actual shareholder value over time to that of the NASDAQ 100 Semi-annual awarding of equity; allowing mid-year adjustments as appropriate Compensation Program Design Features Compensation Policies Introduction of "Clawback" policy, applicable to our executive officers, in advance of Dodd-Frank regulations Ownership guidelines implemented for executives during Fiscal 2012 Rigorous Compensation Committee review; which conducted seven meetings during Fiscal 2012 Independent Compensation Consultant (Compensia) selected and managed by the Compensation Committee No "problematic" pay practices, as defined by ISS, e.g., no “single triggers” Elimination of tax gross-ups for executives, applicable to 280G or other payments, excluding relocation expenses Very limited executive perquisites |
31 © Copyright 6/19/2012 BMC Software, Inc Robert E. Beauchamp, 52, is our current Chairman, President and Chief Executive Officer. He has served as President and Chief Executive Officer and as a member of the Board since January 2001. He has served as Chairman of the Board since October 2008. Mr. Beauchamp brings years of experience and expertise in key areas such as business strategy, research and development, marketing and sales. After joining BMC Software as a sales executive in 1988, he rose rapidly through the BMC ranks progressing from senior account representative to sales manager. He joined our marketing organization in 1994, becoming Vice President, Strategic Marketing & Development in 1996, and subsequently assumed responsibility for our mergers and acquisitions efforts. Prior to his selection as President and Chief Executive Officer, he further developed his knowledge of our company and the software business as Senior Vice President of Product Management and Development. As Chief Executive Officer, Mr. Beauchamp has led BMC’s highly successful transformation from a mainframe tools vendor to the company that delivers the industry’s most strategic enterprise management and automation solutions, enabling customers to automate IT and prove their business value. Mr. Beauchamp has served on the boards of numerous non-profit, industry and civic organizations during his career and currently serves on the Board of National Oilwell Varco, Inc., a public company, and as a member of the Board of Regents for Baylor University. Jon E. Barfield, 60, is a highly respected business leader currently serving as our Lead Independent Director. Mr. Barfield has been a leader in the field of talent acquisition for over 30 years, with strong experience in information technology. He is currently the President and Chief Executive Officer of LJ Holdings Investment Company, LLC, a private investment company, and is a member of the Board of Directors of CMS Energy. In 2012, he retired from the Bartech Group, Inc. where he served since 1981 as President, and from 1995 to 2012 as Chairman and President of one of the largest, independent talent acquisition and management firms in the U.S. specializing in managing human capital procurement for regional, national and global corporations, the placement of engineering and information technology professionals and business process consulting services. The Bartech Group manages more than $2 billion in human capital procurement for regional, national and global corporations, employing and managing more than 25,000 consultants for clients worldwide. Mr. Barfield has extensive public company board experience having served on the Boards of Dow Jones & Company, which was acquired by News Corp, Motorola Mobility Holdings, Inc., which was acquired by Google, and National City Corporation, which was acquired by PNC Bank. Mr. Barfield is a graduate of Princeton University and Harvard Law School, and currently serves as a director of Blue Cross Blue Shield of Michigan and Business Leaders for Michigan. Mr. Barfield brings to the Board experience regarding legal risk oversight and risk management, financial reporting, attracting and retaining key talent and related human resources experience, corporate governance, and mergers and acquisitions. Director Bios Robert E. Beauchamp Director since 2001 Jon E. Barfield Director since 2001 |
Director Bios Gary L. Bloom Meldon K. Gafner Director since 1987 Mark J. Hawkins 32 © Copyright 6/19/2012 BMC Software, Inc Gary L. Bloom, 51, has extensive experience in enterprise software, and is currently the President and Chief Executive Officer of MarkLogic, an enterprise software company powering over 500 of the world’s most critical Big Data Applications. Mr. Bloom was Chief Executive Officer of VERITAS Software, a publicly traded software company and leading independent supplier of storage and infrastructure software products and services, until it merged with Symantec in 2005 where he then served as Vice Chairman and President. More recently, Mr. Bloom served as Chief Executive Officer of eMeter, Inc., a software company that was acquired by Siemens Corporation in 2012. Mr. Bloom joined VERITAS after a 14-year career with Oracle, rising to the rank of Executive Vice President. Through his more than 20 years of software company experience, including as a former Chief Executive Officer of VERITAS Software and service on other public software company boards, Mr. Bloom brings to the Board extensive knowledge of the software industry and specific insights into the operational and strategic issues facing BMC. 64, is an industry-veteran in communications technology and data distribution, having served as a consultant in communications technology to venture capital firms. From 1988 to 1997, he served in various leadership roles, including Chief Executive Officer and Vice Chairman of Comstream Corporation, a privately held manufacturer of high-speed satellite earth stations for data distribution. Prior to Comstream, he was an executive officer of Integrated Software Systems Corporation, a publicly traded software company. As a result of his professional experiences, Mr. Gafner possesses knowledge and experience in management of companies focusing on technology-driven innovation. 53, has had key leadership roles at several top technology companies, having served as Executive Vice President and Chief Financial Officer of Autodesk, Inc. – a publicly traded software company which focuses on 3D design software – since 2009. Prior to joining Autodesk, Mr. Hawkins served as Chief Financial Officer and Senior Vice President of Finance and Information Technology at Logitech International S.A., a publicly traded multi-national technology company. Mr. Hawkins also held positions at Dell Inc. and Hewlett-Packard Company, where he served in various financial and business-management roles. As Chief Financial Officer of Autodesk, Mr. Hawkins brings to the Board global financial management expertise in the technology industry, including experience in the areas of accounting, capital markets and information technology management. Meldon K. Gafner, Mark J. Hawkins, Director since 2007 Director since 2010 |
© Copyright 6/19/2012 BMC Software, Inc 33 P. Thomas Jenkins, 52, acquired his enterprise software expertise at OpenText Corporation, a publicly traded software company and a leader in providing enterprise content management. Mr. Jenkins currently serves as Executive Chairman of the Board and Chief Strategy Officer at OpenText. He served as Chief Executive Officer of OpenText from 1997 to 2005 and was appointed Chief Strategy Officer in 2005. Mr. Jenkins also held progressive executive positions at OpenText from 1994 to 1997. A respected technology businessman, Mr. Jenkins is the Chair of the federal centre of excellence Canadian Digital Media Network (CDMN). He is also an appointed member of the Social Sciences and Humanities Research Council of Canada (SSHRC), appointed chair of the Government of Canada’s Research and Development Review Panel, past appointed member of the Government of Canada’s Competition Policy Review Panel and past appointed member of the Province of Ontario’s Ontario Commercialization Network (OCN) Review Committee. Mr. Jenkins brings to the Board a wealth of executive knowledge and extensive business strategy, operational and management experience in the software industry. Director Bios Stephan A. James Director since 2010 P. Thomas Jenkins Director since 2004 Stephan A. James, 65, obtained a wealth of experience in multinational management and technology services as the former Chief Operating Officer of Accenture Ltd., where he also served as a member of the Board and Vice Chairman from 2001 to 2004. Mr. James currently serves as a Director at Fidelity National Information Services, Inc., the largest global provider dedicated to banking and payment technologies, and Navigant Consulting, Inc., which is dedicated to assisting clients in creating and protecting value in the face of critical business risks and opportunities. He also previously served as a director of CDW Corporation and Metavante Technologies. Mr. James brings to the Board valuable and extensive business and strategic experience in the management and operations of a large, complex international technology-based professional services and outsourcing organization. |
34 © Copyright 6/19/2012 BMC Software, Inc Louis J. Lavigne, Jr., 64, developed strong leadership skills and financial acumen at Genentech, Inc., a multi-billion dollar leading multinational biotechnology corporation. Mr. Lavigne joined Genentech in 1982 and held a variety of key strategic positions before retiring in 2005 as the Company’s Executive Vice President and Chief Financial Officer. He was responsible for Genentech’s Financial, Corporate Relations, and Information Technology groups. In June, 2006, he received the Bay Area CFO of the Year-Hall of Fame-Lifetime Achievement Award. Currently, Mr. Lavigne is Managing Director of Lavrite, LLC, a management consulting firm specializing in the areas of corporate finance, accounting, growth strategy and management. Mr. Lavigne serves as a director and as Chairperson of the Board of Accuray Incorporated and as a director of Allergan, Inc., both public companies. He also serves as a director of SafeNet, Inc., a private software company focused on data protection. Mr. Lavigne also serves as a trustee of the California Institute of Technology (CalTech), Babson College and Children’s Hospital Oakland. As the former Chief Financial Officer of Genentech and a current and former member of numerous public company boards, Mr. Lavigne brings to the Board financial expertise and extensive experience in business operations, strategy, accounting and public company governance. Kathleen A. O’Neil, 60, is an expert in global finance, risk management, strategy development and corporate governance and has excelled in a diverse set of leadership roles ranging from the Federal Reserve Bank to IBM to Liberty Street Advisors, LLC, a company she founded in 2001. She is currently the President and Chief Executive Officer of Liberty Street, which advises public and private companies on corporate governance, risk management and strategy development. She is well known in the global financial community through over 20 years of executive roles at the Federal Reserve Bank of New York. At IBM, Ms. O’Neil was the General Manager of the Global Financial Markets Infrastructure Group. Ms. O’Neil currently serves as a Lead Independent Director on the Board of Guidance Software, a publicly traded software company. Ms. O’Neil also serves on the Board of Trustees of the Motley Fool Funds Trust and is a member of the Board of directors of MetLife Bank, N.A., a subsidiary of MetLife, Inc. As a result of Ms. O’Neil’s professional experiences, she provides the Board with financial expertise, experience in risk management, executive managerial experience and extensive knowledge of corporate governance. Director Bios Louis J. Lavigne, Jr. Director since 2008 Kathleen A. O’Neil Director since 2002 |
35 © Copyright 6/19/2012 BMC Software, Inc Tom C. Tinsley, 59, has a strong background in finance, private equity and technology. He is currently an Advisory Director for General Atlantic Partners. From 2001 to 2011, Mr. Tinsley was a Managing Director at General Atlantic, a global private equity firm with more than 50 portfolio companies and $17 billion in assets under management. Prior to General Atlantic, Mr. Tinsley served as Chairman of the Board of Managing Directors of Baan Company N.V., a software company based in The Netherlands. From 1978 to 1995, Mr. Tinsley worked at McKinsey & Company Inc. where he was a Director and a lead Director in the Firm’s technology practice. Mr. Tinsley also serves on the Boards of Intermedia, a private company and premier provider of cloud services to small and mid-sized businesses, and Net1 UEPS Technologies, Inc., a public technology company based in Johannesburg, South Africa. Mr. Tinsley brings to the Board managerial experience in the software industry and the Board values and benefits from Mr. Tinsley’s experience in evaluating, investing in and acquiring technology companies. Mr. Tinsley received his undergraduate degree from the University of Notre Dame and his M.B.A. from Stanford’s Graduate School of Business. Director Bios Tom C. Tinsley Director since 1997 |
Learn more at www.bmc.com |