Management Manager

THOMAS V. GILBOY

** ******** ****** ******.*.******@*****.*** Mobile: 917- 331- 4383

Old Greenwich, CT 06870 Home: 203- 637- 4955

SUMMARY

Senior hands on executive with diverse international financial and management experience. Emphasis on

the financial and operational challenges facing midsized organizations, particularly technology companies.

Background in public accounting & banking. Transitioned from banking to become the CFO of growing mid

size private and larger public companies. For last 3 years has been an Operational Partner at a leading $6

billion mid market private equity fund; served as Chief Integration Officer of a telecom portfolio company

(when it acquired 2 competitors,) and as interim CEO of an international pollution control systems company.

Strong financing and capital markets track record. Experience and functional strengths include:

organizational development and team building Board relations

acquisitions, divestitures, reorganizations turnarounds, recapitalizations

reporting (GAAP, SEC, restatements, foreign) bank facilities (including asset securitization)

MIS (integrated software; data warehousing) High yield debt (offerings; Investor Relations)

risk management (health insurance; self insurance) equity markets (S-1, S-8 filings; IR; placements)

tax planning (international; private company strategy) pension plans (administration; fund management)

CPA/ MBA (Columbia). Proven leadership & decision making skills. Available for relocation & consulting.

EXPERIENCE

May 2006 H.I.G. Capital Management / Bayside Opportunity Fund

To Operational Partner - HIG Capital is a $2.5 billion private equity firm focused on the middle

March market; Bayside is a related fund. HIG specializes in providing capital to medium size compa-

2009 nies with attractive growth potential. Bayside, with an additional $3.5 billion of capital, focuses

on distressed situations and in assisting companies to overcome financial or operational chal-

lenges. The role of "Operational Partner" includes working with portfolio companies on

consulting projects, and from time to time taking interim operating roles at portfolio companies.

Specialty telecom portfolio company (now known as “Broadpoint”) (2006 - 2007)

Managed financial aspects of emergence from Ch 11, including “fresh start” accounting.

Led successful divestiture of safety / parts distribution division.

Initiated and closed sale of satellite antennae manufacturing business.

Due diligence consulting on two related telecom acquisitions.

Chief Integration Officer - Managed 6 cross functional teams for complete operational in-

tegration of 3 companies, including sales, engineering, operations, accounting and HR.

Pollution control systems, supplies & services portfolio company (“Beacon”) (2007 - 2009)

Recommended & implemented changes in Finance & IT to improve effectiveness and cost.

Interim CEO (effective September 2007) - Led company through successful transition:

Generated $12 mm of new orders by consolidating international operations under COO

Forced re-pricing on loss making defense industry contract, offsetting past losses

Won bids for new $2 mm defense contract, positioning that unit for a profitable 2009

Generated $1 mm of additional availability by reviewing US credit agreement and reserves

Generated $1 mm of additional US liquidity by changing foreign credit / tax arrangements

Reduced retiree health benefits liability by approximately $1 million

Implemented cost cuts (over $1 mm) in Q4 of 2008 by additional organizational changes

Successful hand off to (and promotion of) COO.

“Operational Partner” role at H.I.G. / Bayside eliminated at the end of March 2009.

2004 - HERLEY INDUSTRIES INC. (HRLY) Lancaster PA

2006 Chief Financial Officer – Herley is a NASDAQ listed $200 million international defense elec-

tronics company. Managed due diligence and financial integration of three acquisitions in 7

months. Initiated change from Big 4 auditors to a more appropriate second tier firm, with sub-

stantial benefits recognized. Hands on Sarbanes Oxley compliance manager year 1 & year 2.

Resigned CFO position due to differences in management philosophy.

2001 - DEL GLOBAL TECHNOLOGIES CORP. (DGTC) Valhalla NY

2004 Chief Financial Officer – Del is a publicly traded $120 million supplier of medical imaging sys-

tems, high voltage power systems, and RF filtering components for defense applications.

Brought in by Board as a key player for the turnaround team. Accomplishments included:

After the first 2 years, we improved the equity value from near zero to approximately $35

million, and paid down, and then refinanced, the Company’s original lender ($7 million.)

Stabilized operating situation in first three months; focused team on turning around cash

flow negative operation; closed two other facilities to improve operating performance.

Settled class action litigation (no cash from Company); settled SEC investigation.

Restated four years of SEC reports filed by previous management; reestablished timely re-

porting and credibility with regulators and major institutional shareholders.

Negotiated new US working capital facility, and refinanced previous lender out.

Instituted Del’s first credible business plan.

Managed proxy contest with a dissident shareholder; managed transition to a new Board.

New Board hired an advisor to explore the sale of the Company. We sold one division,

and had letters of intent on the rest. I began to investigate new opportunities.

2000 - MICROWAVE POWER DEVICES INC. (MPDI) Hauppauge NY

2001 Chief Financial Officer – MPDI was a private equity controlled NASDAQ listed supplier of

electronic warfare (EW) equipment and signal amplification equipment for wireless base sta-

tions. Reported to the CEO. MPDI was a turnaround situation, principally due to missteps on

several major contracts by the previous management. Implemented the turnaround of the busi-

ness. MPDI received an unsolicited takeover offer from LM Ericsson. Negotiated and

managed the sale to Ericsson for $100 million, a 45% premium to market. Managed critical

parts of planning for acquisition integration. Subsequently retained by Ericsson to arrange the

sale of MPDI’s EW business, which we completed on time and in excess of expectations.

As there was no continuing role for me after the sale of MPDI and the divestiture of its

EW business, I left the company after the closing of the sale(s).

1998 - Interim Chief Financial Officer / Consulting Business

200*-****-****: Managed Internal Audit function for an AMEX listed $600 million catalogue/direct

marketing company that had also developed an internet fulfillment business, covering the “last

mile” for third party e-tailers. Evaluated and improved systems used in e-commerce.

1998-1999: Interim CFO for two turnarounds, a machine tool service and distribution company,

and a consumer goods (durables) and defense industry manufacturer. Major contributing factor

to these companies having been “turnarounds” was previous acquisitions in which little was ac-

complished regarding acquisition integration. Completed acquisition integration: initiated new

systems, narrowing of product lines, sale of assets, and renegotiated financings.

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1996 - PURETEC CORPORATION Ridgefield NJ

1998 Chief Financial Officer - PureTec was a NASDAQ listed $350 million international plastics

company operating in the consumer goods, medical products and packaging components mar-

kets. PureTec was the product of a complex merger of three companies into one in 1995;

brought in to help turn around a somewhat troubled situation. Accomplishments included:

Achieved $2 million / year in permanent cost reductions, principally from the following:

renegotiated US working capital facility, and redesigned financing for new Irish subsidiary

ran exchange offer to buy minority interest in principal subsidiary, reducing EPS dilution

revamped risk management program, consolidated brokers, and rationalized coverage.

Secured $2 million of income, principally from renegotiation of a previous acquisition.

Settled potentially expensive and distracting litigation.

Terminated two minority investments; shut one “hopeless” plant.

Reorganized Corporate and enterprise wide financial reporting and control function.

Led management “road show” to place $50 million of new shares with private equity market.

Company unexpectedly sold to a strategic buyer as the result of the “road show”.

1991 - TROY CORPORATION Florham Park NJ

1996 Chief Financial Officer - Troy is a $120 million privately owned specialty chemical & biological

materials company that grew rapidly, quadrupling in size. Accomplishments included:

Led Troy from being an asset-based borrower through several rounds of financing to an un-

secured cash flow credit (including a placement of Notes with an insurance company).

Negotiated buyout of a 15% shareholder, and the financing to complete the transaction.

Led negotiation and start up of new manufacturing Joint Venture in Southeast Asia.

Implemented more cost effective and less volatile foreign exchange hedging program.

Established and financed a tax advantaged real estate LP for new HQ and lab complex.

Previous THE BELL GROUP, INC. New York NY

Sr Vice President, Treasury (CFO in the US) - Bell was a $1 billion foreign conglomerate. US

operations included ITC Entertainment (TV syndication) and corporate investment activities.

JP MORGAN CHASE & CO.

Director, Mergers & Acquisitions New York NY

Advised clients in the extractive industries on sales and joint ventures, in the US and globally.

Manager, Corporate Finance London ENGLAND

Arranged $1.4 billion of corporate, sovereign and project financing in Europe & the Mid East.

Assistant Treasurer New York NY

Assisted in loan syndications, and advised a foreign company regarding US acquisitions.

PRICEWATERHOUSECOOPERS LLP New York NY

Senior Accountant– Passed CPA exam in 1977. Managed various audit & consulting clients.

EDUCATION & PROFESSIONAL QUALIFICATIONS

MBA, Finance, COLUMBIA UNIVERSITY, 1981 - Dean’s List

CPA - Passed CPA exam; practiced for three years before business school at Columbia University

BS, Accounting, LEHIGH UNIVERSITY, 1976 - Graduated with Honors

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