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PHILIP B. LIVINGSTON

** ***** **** **, ******* Ridge, NJ 07920

908-***-****

abp5jq@r.postjobfree.com

SUMMARY

Experienced operating executive and board member. Current board member and audit committee chair of Nexsan Technologies.. Former director of eight public companies. Experience as CFO of four public companies. Key role as CEO of the professional association of CFOs. In that position had significant participation in the Sarbanes-Oxley Act and related 2002 corporate governance reforms. Corporate finance experience specialized in public financings with two IPOs, many secondary offerings and investor relations.

EDUCATION

Master of Business Administration,

University

of

California,

Berkeley, 1983

Bachelor of Arts and Bachelor of Science,

University

of

Maryland, 1979

Certified Public Accountant

EXPERIENCE

April 2009 Present LEXISNEXIS CORPORATION New Providence, NJ

CEO - LexisNexis Marketing and Business Solutions

LexisNexis Legal and Professional is a $3B subsidiary of Reed Elsevier. LexisNexis focuses on value adding, content-based solutions for the legal markets. The Marketing and Business Solution division is one of four divisions in the Legal & Professional unit. MBS includes law firm marketing services through its Martindale-Hubbell unit and leading accounting and matter management software to legal professionals. Products include PCLaw, Juris, Time Matters and CounselLink. Full P&L responsibility for the business unit.

2003 June 2009 APPROVA CORPORATION Reston, VA

Director and Audit Committe Chair

Approva is an enterprise software development company focused on ERP system controls. Active role since 2005 assisting with sales opportunities and strategic initiatives. Leveraged relationships to introduce the company to their first customers in 2003. The company is private and backed by New Enterprise Associates, Columbia Capital, Novak Biddle and Sierra Ventures. NEA introduced me to this opportunity.

2005 Present BROADSOFT CORPORATION Gaithersburg, MD

Director and Audit Committee Chairman

Broadsoft, a private company, is the leading provider of voice over the Internet enterprise software. Columbia Capital introduced me to this opportunity.

2007 Present SEITEL, INC - Houston, TX

Director and Audit Committee Chairman

Seitel is a leader in oil and gas seismic data. In 2007 the company was taken private by ValueAct Capital in a leveraged buyout with $400 million of high-yield debt and a $300 million equity investment. This is the fouth board assignment done in conjunction with ValueAct Capital.

2007 Present NEXSAN TECHNOLOGIES, INC Thousand Oaks, CA

Director and Audit Committee Chairman

Nexsan, a private company, is a leading provider of secondary storage devices and archival compliance software. Nexsan recently filed an S1 and hopes to complete its public offering as soon a markets allow.

2007 2009 TOUCHTUNES MUSIC CORP New York, NY

Chief Financial Officer

TouchTunes has 36,000 digital jukeboxes in bars and restaurants in North America. The company designs, manufactures and distributes the jukes through a direct salesforce and distributor network. Initially recruited to join the board, the company was in severe financial distress and needed a CFO. Within 60 days of joining the company, completed a $50M debt refinancing. Closed term loan and revolving credit facility with Goldman Sachs. The company incurred a significant loss in the year prior to my arrival, but became profitable during my tenure. Implemented significant cost reductions and stronger inventory controls. The company also completed two acquisitions during 2007 and 2008.

2003 2009 COTT CORPORATION Toronto, Canada

Director, Audit Committee Chairman and Governance Committee member

Cott is the leading manufacturer of retailer-branded carbonated soft drinks. The company has revenue of $1.5B. Cott is listed on the NYSE. Korn Ferry introduced me to this opportunity.

2007 2008 QLT INC. Vancouver, BC

Director and Audit Committee member

QLT is a publicly traded pharmaceutical company focused ocular therapeutic drugs and drug delivery. The company was under significant pressure from activist shareholders. During my year on the board we significantly downsized the company and hired Goldman Sachs to evaluate strategic alternatives and liquidate many assets. Jana Partners introduced me to the company.

March 2006 - September 2006 DUFF & PHELPS LLC New York, NY

Chief Financial Officer

Managed all finance and accounting operations. Principle challenge and accomplishment was post-merger integration of financial operations of $140 million consulting business. Completed difficult first-time, external audit and creation of financial statements for the newly combined entity. Vestar Capital introduced me to the company.

2005 2006 MSC.SOFTWARE INC. Santa Ana, CA

Director and Audit Committee Chairman

MSC is a $400M provider of virtual product development software. NASTRAN is used by the aerospace and automotive industries to develop and certify products in a safe and efficient manner. The company was delinquent in its SEC filings and without an auditor when I joined as audit committee chairman. We successfully restated previously issued financial statements and regained listing on the NASDAQ. ValueAct Capital introduced me to the company.

2003 2005 INSURANCE AUTO AUCTION INC.

Chicago, IL

Director and Audit Committee Chairman

IAAI is a leading automobile salvager on behalf of insurance companies. In 2005 the board ran a formal auction process and sold the company in a very successful $385M transaction. Stock tripled during my tenure. IAAI s board was number 2 in the Chicago Tribune s top boards list in 2005. IAAI was listed on NASDAQ.

2003 2005 WORLD WRESTLING ENTERTAINMENT, INC.

Stamford, CT

Chief Financial Officer and Director

WWE is an integrated media and entertainment company producing the top-rated television shows Raw and SmackDown! WWE is listed on the NYSE, employs 400 people and has revenue of $375M. The business is 70% owned by the McMahon family. Responsibilities included finance, investor relations, planning, information technology and facilities.

Dramatically improved profitability by reducing overhead costs and implementing systematic budget and business review processes. In one year, operating income reached $80M compared to $27M in the year prior to my arrival. Generated analyst research coverage from four new firms. There was no analyst coverage prior to my arrival. Completed $81M secondary stock offering on behalf of selling family members. UBS acted as lead underwriter. Initiated and completed the implementation of full ERP system JD Edwards.

2003 2004 CATALINA MARKETING CORPORATION - St. Petersburg, FL

Director

Joined the board during a financial reporting restatement crisis. Successfully retained new auditors and got the company back on track with NYSE and other regulators. Catalina is the leading behavior-based electronic marketing services company. I was the CFO of Catalina (see below) from 1995 to 1998 and was later invited to join the board.

2000 2002 INTRADO CORPORATION Boulder, CO

Director and Audit Committee Chairman

Intrado provided 911 data quality assurance services to the telecom industry. The company was listed on the NASDAQ.

1999 to 2003 - FINANCIAL EXECUTIVES INTERNATIONAL

Florham Park, NJ

President and Chief Executive Officer

FEI is the preeminent membership association for chief financial officers, controllers and treasurers. Installed as CEO to revitalize and turnaround the 70-year-old institution as a contemporary and technology driven organization. Greatly increased advocacy efforts on behalf of finance profession. Significant participation in formulation and passage of the Sarbanes Oxley Act of 2002 culminating in White House signing ceremony. Personally led new product development through high-energy management style, technological know how and creativity. Implemented many new communication and web-based initiatives that received dramatic, positive member/customer reaction. Led a staff of 50, board of 25 and $9 million operation.

1995 to 1998 - CATALINA MARKETING CORPORATION -

St. Petersburg, FL

Senior Vice President and Chief Financial Officer

Member of executive management group with full responsibility for finance, information technology and human resources. Areas of focus included: executive compensation and incentive programs, investor relations, acquisitions, upgrading information technology systems, bank relations and employee training programs. Operational responsibilities for 80-person technology department that developed maintained and implemented the company s core in-store promotions. P&L and operational responsibility for the company s Internet business, Supermarkets OnLine. Significant accomplishments included upgrading finance, information technology and human resources staff, reducing the capitalization of the company by 8% through $50 million share repurchase program, reprogramming and implementation of in-store operating software and 2.4 terabyte data warehouse installation. Recipient of 1996 President s Club Award. The company experienced substantial revenue, earnings and cash flow growth through a unique combination of packaged goods marketing competency and software engineering.

1993 to 1995 - CELESTIAL SEASONINGS, INC. -

Boulder, CO

Vice President and Chief Financial Officer

Awarded 1994 Chairman s Golden Tea Cup Award as the outstanding executive of the year. Successfully completed $42M initial public offering four months after joining the Company. Simultaneously closed $38M credit facility, bringing total refinancing to $80M. Subsequently completed secondary offering on behalf of leverage buyout sponsors completing their exit and participation in the investment.

1989 to 1993 - KENETECH CORPORATION -

San Francisco, CA

1990 to 1993 - Vice President and Chief Financial Officer

Responsible for all finance and administration of this $250M, 500 employee, independent power producer. Completed $100M public senior note offering (rated B/B3). Integrated operations of $75M acquired entity (CNF Industries). Ran energy plant operations for 250 megawatt facility staffed by 150. Closed $21M private placement of convertible preferred stock. Coordinated $10M "Dutch auction" stock repurchase from shareholders and $25M limited partnership buy-back. Recipient of 1990 CEO s Award for Outstanding Planning.

1989 to 1990 - Vice President and Controller

1985 to 1989 - GENENTECH, INC. -

South San Francisco, CA

1988 to 1989 - Manager of General Audit

1987 to 1988 - Manager of Capital Planning

1985 to 1987 - Financial Reporting Coordinator

Prepared the annual report, 10-K and 10-Q's for Genentech's four public entities. Conceived and designed early buyout of R&D partnerships. Transaction represented $450M acquisition. Represented accounting function in $150M convertible debt offering.

1982 to 1985 - ARTHUR YOUNG & COMPANY -

San Francisco, CA

1980 to 1981 - OAKLAND

RAIDERS -

Oakland, CA

Offensive tackle. Made the roster as a first year, free agent of the 1981 World Champion Raiders. No real playing time unfortunately. Specialized in the practice squad and bench action behind Art Shell and Henry Lawrence. Unmatched experience as participant on a team that achieved its ultimate goal.ACHIEVEMENTS

Past member of advisory councils to the Financial Accounting Standards Board and the International Accounting Standards Board. Named Outstanding Alumnus of ODK, National Leadership Society. Member, The Economic Club of New York. Member, American Institute of Certified Public Accountants. Founding Chairman, Alameda County Chapter of the Commonwealth Club of California. Happy husband of Karen, and father of three great kids Sarah, Scott and Cindy.

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