Michelle M. Warner is a highly accomplished C-suite executive and board director with over two decades of global public company leadership experience, including extensive engagement with boards and their committees on governance, audit, and executive compensation matters, mergers and acquisitions, capital allocation strategies, board fiduciary duties, executive transitions, risk oversight, shareholder engagement, and shareholder activism. She has a record of navigating companies through material, complex and sensitive matters, including major transactions. Ms. Warner is now leading a top leadership development program designed to accelerate executives’ understanding of enterprise-wide leadership to optimize their impact as C-Suite leaders.
Since May 2019 Ms. Warner has served on the board of directors of MKS Instruments, Inc. (NASDAQ: MKSI) a global provider of instruments, systems, subsystems and process control solutions used in advanced manufacturing, where she serves on the Nominating and Corporate Governance and Special Committees. As a member of the Special Committee, Ms. Warner advised MKS in connection with the acquisition of Atotech Limited, a global leader in process chemicals, equipment, software and services for printed circuit boards, semiconductor IC packaging, and surface finishing, creating a company with pro forma revenue of $4.5 billion for the twelve months ended June 30, 2022.
In January 2022, Michelle joined the Corporate Leadership Center as the Executive Director of CEO Perspectives, a leadership development program for professionals reporting to the CEO of Fortune 500 and select growth companies. In this role Michelle leads all aspects of program development, marketing and delivery. In addition to her role with CEO Perspectives, Michelle is the Founder & Principal of MMW Advisors, LLC, which she established in July 2020. In this role she serves as an independent advisor in the areas of mergers and acquisitions execution, board and governance excellence, M&A team and process development and legal and compliance department effectiveness.
In her last executive role, Ms. Warner served as Senior Vice President, General Counsel, and Corporate Secretary of USG Corporation (NYSE: USG), a leading manufacturer of building products and innovative solutions, until its acquisition by privately held Gerb. Knauf KG in April 2019. As a member of USG’s management executive committee, Ms. Warner contributed to the company’s overall business strategy and operational initiatives, setting the annual budget and long-range plan and making decisions of strategic importance for USG. While at USG, Ms. Warner utilized her legal and business experience in managing the $675M sale of a major division, assisting in the development of a new growth-oriented strategy and acting as a key leader in the $7B sale of the company.
Prior to joining USG in January 2016, Ms. Warner was Corporate Vice President, Deputy General Counsel, and Corporate Secretary of Motorola Solutions, Inc. (NYSE: MSI), a leading global public-safety communications company, which she joined in 1997. While at Motorola she led the company’s most significant global transactions, including large-scale spin-offs, divestitures, outsourcings, acquisitions, and joint ventures, that transformed then Motorola, Inc. from a communications conglomerate to a focused public safety solutions leader. Ms. Warner also played a key role in the $1B private equity investment in Motorola Solutions.
As Corporate Secretary for both USG and Motorola Solutions, Ms. Warner was a trusted partner to the board of directors and their committees for a decade.
Ms. Warner is a member of the President’s Council of the Museum of Science and Industry, Chicago and serves on the board of advisors of Denison University. Ms. Warner graduated from Northwestern University School of Law, where she served as articles editor for the Journal of International Law and Business. She graduated cum laude with a BA in Economics from Denison University, where she was a member of Phi Beta Kappa.