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General Counsel Administrative Officer

Location:
Irving, TX
Posted:
April 21, 2024

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Resume:

Tracy David Pagliara

*** **** ***** *****, ******, TX 75309 ad455o@r.postjobfree.com 217-***-**** www.linkedin.com/in/tracy-david-pagliara Chief Administrative Officer and General Counsel

Supporting Strategic Vision to Transform Organizations, Drive Growth & Profitability, Enhance Operational Efficiency & Maximize Shareholder Value Growth-oriented senior executive with over 25 years of experience as General Counsel, Corporate Secretary, Board Director, Chief Administrative Officer, CEO / President, Outside Counsel and CPA. Seasoned leader delivering outstanding results for Operations, Legal, HR, IT, Finance, M&A, and Administration functions to drive profitable growth aligned with company goals. Strategic thinker known for aligning corporate functions with forward-looking strategic business plans while focusing on critical metrics and details necessary for successful execution to drive the Company's success. Trusted partner exemplifying emotional intelligence, integrity, accountability, transparent communication, and an empowering leadership style. Skilled at attracting, retaining, and developing top talent and cultivating a strong ethical corporate culture. Excel in building strong relationships to solve complex problems through collaboration.

Results-focused catalyst with a track record of optimizing processes, improving efficiency, and implementing continuous operational improvements. Leverage data and KPIs to streamline operations and enhance performance. Financially astute leader armed with a comprehensive understanding of financial dynamics that inform and drive impactful decisions. Maximize performance, cost control, and shareholder value with finance, accounting, fiscal management, and strategic budgeting expertise. Career Achievements

• Shareholder Value: Supported 2 public companies to achieve substantial increases in revenue and market value: Gardner Denver (2000- 2008), witnessing an 800% market cap surge in 8 years, and Williams (2018-2021), achieving a 500% market cap increase in 3 years.

• Strategic Expansions: Played a key role in global M&A deals ranging in transaction size from $5M to $500M, completed 15 acquisitions that added ~ $2B in annual revenue (2000-2015) and raised over $1B in capital via public offerings and bank credit facilities (2000-2021).

• Restructuring and Cost Containment: Raised $90M through divestitures (2016-2018), cut corporate expenses by $17.5M (2018), reduced compensation and insurance costs by $8M (2006-2008), and slashed legal fees by 33% (2000-2018).

• Recoveries and Defense: Achieved more than $15M in litigation recoveries and 90%+ in insurance coverage for toxic tort claims. Areas of Expertise

Cross-Functional Leadership Strategic Plan Development & Execution Mergers & Acquisitions Public Company General Counsel & Corporate Secretary Business Growth Restructuring and Turnarounds Governance, Compliance & Reporting International Operations HR, Compensation & Organizational Development Financial Budgeting, Analysis & Cost Controls Commercial Contracts Capital Fundraising Financial Recovery, Litigation & Risk Management Continuous Improvements IT Planning Labor Management Building Trust Clear Vision Executive Experience & Value Impact

President, CEO, Board Member July 2017 – September 2023 Williams Industrial Services Group Inc. (NYSE: WLMS) (f/k/a Global Power Equipment Group Inc.) Atlanta, GA NYSE Leading infrastructure services provider, including maintenance and construction, to energy and industrial markets. Selected by the Board to assume the role of CEO and President in July 2017. Tasked with restructuring the organization in the face of significant obstacles. Oversee a team of over 400 employees, managing operations in the US and Canada and directing a typical annual budget of $250M-300M revenues, 11-13% gross margin, and 5-7% SG&A.

• Transformation & NYSE Relisting: Guided conversion of an operating division into an independent public company, driving a 500% increase in market cap from 2018 – 2021.

o Expertly designed and executed a strategic plan, culminating in a successful NYSE relisting following comprehensive restructuring and strategic capital raise and debt refinancing.

• Revenue and Earnings Growth: Boosted revenue from $190M to $300M and EBITDA from $1M to $12.5M by 2021. o Identified untapped target markets, devised a robust growth strategy, optimized human capital and systems planning, strengthened corporate governance, and demanded accountability for detailed financial projections.

• M&A Divestitures: Divested non-core businesses, generating over $90M in proceeds to fund the business and reduce debt. Implemented leadership changes in a business unit, leading to its successful sale for $40M+, surpassing expectations. Tracy David Pagliara ad455o@r.postjobfree.com 217-***-**** Page 2 of 3

• Capital Fundraising: Refinanced corporate debt by securing a lower-rate revolving line of credit and term loan with a $15M delayed draw loan with an additional capacity of $15M and reduced cash interest expense of $1M. o Implemented a $6M oversubscribed rights offering, providing capital to support Company's growth targets outlined in strategic plan.

• Relocate Corporate HQ: Drove corporate office relocation from Dallas to Atlanta, eliminating 30 positions and reducing overhead costs by $17.5M+.

• Financial Recovery & Litigation: Recouped ~$10M in restatement and restructuring-related expenses through aggressive litigation efforts.

• Sale of Business: Completed successful sale of Williams business for $60M pursuant to Section 363 in September 2023. SVP, Business Development, Chief Administrative Officer, General Counsel & Secretary April 2010 – July 2017 Williams Industrial Services Group Inc. (NYSE: WLMS) (f/k/a Global Power Equipment Group Inc.) Dallas, TX Recruited as Chief Legal and Administrative Officer, instrumental in elevating IT, HR, and Legal departments into high-performing groups by upgrading leadership and aligning functions with the corporate strategic plan. Oversaw worldwide functions and a budget of $25M, reporting directly to the CEO. Led company growth through M&A activities and aggressively mitigated the impact of a major financial restatement regarding the Company's financial statements.

• Strategic Plan & NASDAQ Listing: Drove share price appreciation by over 75% through NASDAQ listing and the implementation of comprehensive strategic plan. Slashed processing time to implement accompanying compliance program by 67%.

• Mergers & Expansions: Diversified product and service portfolio through 5 successful acquisitions, resulting in $125M+ in additional revenue and 10% EBITDA performance and establishing a new corporate division. o Established financial criteria for acquisitions, reducing failure rate and saving $500K in legal expenses by avoiding unproductive deals.

• Corporate Compliance: Developed and implemented SEC, NYSE, and SOX-aligned corporate compliance programs. o Successfully defended shareholder activist campaign. o Implemented a corporate training program to help avoid material regulatory and third-party claims. o Minimized commercial contract risk exposure by deploying a sales contract training program and "Sales Contract Negotiation Guide," eliminating $10M – $15M per annum in potential lost contract exposure.

• Legal Department Management & Cost Containment / Recovery: Saved $2.5M annually by streamlining recordkeeping and processes, upgrading outside counsel, and reducing legal fees by 33% through departmental restructuring. o Secured $3M for the Company by strategically resolving residual bankruptcy and litigation matters.

• IT Leadership: Introduced a multiyear plan to improve ERP and HRIS systems, IT infrastructure, and overall governance processes, resulting in a $2.5M reduction in capital investment.

• Value-driven HR: Implemented a statement of Core Values and an HR compliance audit program that avoided over $2M in annual compliance fines.

Consultant & Interim General Counsel (IGC) August 2008 – April 2010 Various Companies

Established consulting business post-2008 market crash, with a stint as IGC for Brandt, Inc. in Dallas from January to April 2010. EVP Administration, General Counsel, Chief Compliance Officer & Secretary January 2004 – August 2008 Gardner Denver, Inc. (now Ingersoll-Rand Plc, NYSE: IR) Quincy, IL NYSE industrial and oil / gas equipment manufacturer. Promoted to increasingly responsible positions in a rapidly growing and aggressively expanding Company with cross-functional HR, Legal, Safety, and Risk Management responsibilities.

• Share Price Growth: Drove an 800% increase in market capitalization through a strategic partnership with the CEO and CFO to initiate and execute growth, cultural, and organizational initiatives.

• Merger & Acquisitions: Achieved a 600% revenue increase from $350M to $2B and bolstered market presence across North America, Europe, Asia, and South America by spearheading due diligence, negotiation, and integration efforts for multiple successful acquisitions: o $115M tender offer for a publicly traded UK company with extensive operations in the UK, US, France, and Germany. o $225M merger with a US-based, privately held company with large US, Brazil, China, and German operations. o $10M stock acquisition of an Italian privately held company. o $485M merger with a US publicly traded company with significant operations in the US, UK, Germany, Italy, and China. Tracy David Pagliara ad455o@r.postjobfree.com 217-***-**** Page 3 of 3 o $10M stock acquisition of a Swedish privately held company. o $375M merger with a UK privately held company with substantial operations in the UK, US, Germany, and China.

• Capital Raises: Led negotiations and conducted due diligence for multiple financial offerings, including common stock ($75M and

$300M), subordinated notes ($125M), and syndicated bank credit facilities ($300M to $600M).

• SEC & SOX / Corporate Governance: Achieved flawless SOX Section 404 implementation, ensuring no material weaknesses across a diverse global operating entity while maintaining robust enterprise risk management policies and practices. o Skillfully addressed and resolved multiple SEC comment letters related to the Company's 1934 Act annual reports, resulting in minimal changes to reporting practices.

• Compensation & Labor Management: Generated $5M in annual savings through a Global Compensation Program by managing negotiations with trade unions and work councils across multiple regions.

• Safety Expertise: Ignited an impressive 33% plunge in safety incident rates for acquired entities by championing integrated health and safety practices and procedures.

VP, General Counsel & Secretary August 2000 – January 2004 Gardner Denver, Inc. (now Ingersoll-Rand Plc, NYSE: IR) Quincy, IL Recruited to serve as the Company's first general counsel, setting up the legal department and deploying corporate compliance programs. Coordinated effective communication and was the primary liaison between the Board of Directors and the Company, ensuring adherence to corporate governance and compliance with the 1934 Act.

• Mergers and Acquisitions: Achieved deeper market presence in a reciprocating compressor, multistage centrifugal blower, and oil and gas fracking markets through 3 highly strategic domestic and international acquisitions ranging in transaction size from $5M-$35M.

• Litigation Defense and Insurance Management: Negotiated and litigated complex toxic tort claims, achieving over 90% insurance coverage on outstanding claims and securing recoveries exceeding $5M. o Realized $2M in annual administrative cost savings and improved overall coverage levels by consolidating global insurance policies.

• Material Agreements: Successfully managed the negotiation and completion of material agreements with key customers, including Bechtel, Helmerich & Payne, Walmart, Grainger, Petrobras, Pemex, BJ Services, Heidelberg and Schlumberger.

• Compliance Program: Designed and executed a comprehensive corporate compliance program encompassing labor, securities, FCPA, export, import, NAFTA and anti-boycott requirements. o Implemented robust international policy and training materials, including annual and acquisition integration training, ensuring adherence to regulatory standards.

• Corporate Governance: Established industry-leading corporate governance practices, including transparent management structures, leadership charters, ethics standards, and a dedicated disclosure committee. o Strengthened regulatory compliance, enhanced transparency, and fostered adherence to best practices. Earlier Career History

Verizon / GTE Corporation - Assistant General Counsel (2000), Interconnection Counsel (1999 – 2000), Regulatory and Regional Counsel (1998 – 1999), and Attorney (1996 – 1997). Kellwood Company – Assistant General Counsel & Assistant Secretary (1996), Attorney & Assistant Secretary (1993-1996). Lewis Rice – Associate (1989-1993). Additional Information

Education: Juris Doctor, magna cum laude, Order of the Coif, Law Review University of Illinois Bachelor of Science in Accountancy, summa cum lude, University of Illinois Licenses &

Certifications: Certified Public Accountant Bar Association, IL Bar Association, MO Board Positions: Board Member, Williams Industrial Service Group Inc., Atlanta, GA, 2017 – 2023 Board Member, Westwater Resources, Inc., Denver, CO, 2017 – Present



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