Corporate Governance Consulting, LLC

About

Tonya M. Smith

Principal

Tonya M. Smith serves as Principal of Corporate Governance Consulting, LLC, where she provides project-based corporate governance support services to both public company and pre-IPO clients, including their boards of directors and their senior management.

Prior to her current role, Tonya served as Assistant General Counsel and Assistant Corporate Secretary of Hertz Global Holdings, Inc. (Nasdaq: HTZ) (“Hertz”) and previously served as Assistant Corporate Secretary of Chico’s FAS, Inc. (formerly NYSE: CHS), where she provided counsel through the company’s go-private M&A transaction. In each in-house role, Tonya was primarily responsible for securities law matters and corporate governance, including support of the board of directors. At Hertz, she also oversaw legal-entity management of all U.S. and select international subsidiaries, as well as sustainability disclosure and reporting.

Tonya has extensive corporate law experience spanning public company corporate governance; securities law, SEC reporting, and NYSE and Nasdaq compliance; board, board committee, and senior management support; proxy statement production and annual meeting execution; shareholder engagement; shareholder proposals; IPO preparedness; regulatory compliance; executive compensation; M&A and capital markets transactions; debt financings; subsidiary management; and sustainability disclosure and reporting.

Tonya, who clerked on the U.S. Court of Appeals for the District of Columbia Circuit, began her legal career in the New York office of Simpson Thacher & Bartlett LLP, where she focused on securities law and capital markets. Her prior experience also includes serving as Counsel in the New York office of Davis Polk & Wardwell LLP, as Managing Director and Senior Counsel of The Bank of New York Mellon Corporation (NYSE: BNY), and as in-house counsel of D. E. Shaw & Co., L.P.

Tonya earned her Juris Doctor from Yale Law School, where she served as Managing Editor of The Yale Law Journal, and her Bachelor of Arts in Economics and Political Science from Furman University. She is admitted to practice in New York.

Services

Representative Services

Corporate Governance Consulting, LLC provides non-legal consulting and operational support across the full scope of corporate governance and regulatory compliance.

Governance Infrastructure Design and Development

Develop or refresh board and board committee charters, corporate governance guidelines, codes of conduct, risk management frameworks, and related policies to align with current best practices and stakeholder expectations. Tailor governance infrastructure to a company’s size, stage, and regulatory environment.

Board and Board Committee Support

Prepare board and board committee materials, manage meeting cadence calendars and agendas, and draft minutes and resolutions; review and coordinate the distribution and scoring of board and board committee self-evaluations; design, administer, and report results of individual director evaluations confidentially to the chair and to each director; and manage additional processes in support of the corporate secretarial function. Facilitate efficient meeting operations and adherence to best governance practices.

Proxy Statement Production and Annual Meeting Execution

Manage the end-to-end proxy statement drafting and production process, from initial data gathering and disclosure drafting through final filing and distribution. Coordinate all aspects of annual meeting planning and execution, including logistics, communication with shareholders, and vote tabulation.

Shareholder Engagement and Shareholder Proposals

Develop and execute shareholder engagement programs, including outreach to institutional investors and proxy advisory firms on governance, compensation, and environmental and social matters. Coordinate shareholder proposal response processes.

IPO Readiness

Prepare pre-IPO companies for the governance, disclosure, and compliance demands of public company life (e.g., build governance infrastructure, establish board and board committee structures, develop policies, and establish timelines). Coordinate with transaction participants to support the transition from private to public company operations.

Regulatory Compliance

Monitor and coordinate compliance with applicable regulatory requirements, including public company disclosure processes, disclosure controls, and related governance processes. Track regulatory developments and coordinate cross-functional responses to evolving requirements.

Stock Exchange Listing Standards Compliance

Monitor compliance with applicable stock exchange listing standards, including board independence requirements, board and board committee composition, shareholder approval requirements, and related corporate governance mandates. Identify and address compliance gaps before they become issues.

Executive Compensation Support

Support the compensation committee and senior management in the preparation of compensation-related disclosures. Coordinate with compensation consultants on disclosure and governance matters related to executive pay.

Transaction Support

Provide governance and corporate secretarial support in connection with mergers, acquisitions, and capital markets transactions, including preparation of board and board committee materials, management of approval processes, coordination of disclosure requirements, and support of due diligence efforts.

Subsidiary and Legal-Entity Management

Manage the governance and compliance of subsidiary entities, including maintenance of corporate records, coordination of entity formations and dissolutions, officer and director appointments, and annual compliance filings across domestic and select international jurisdictions.

Sustainability Disclosure and Reporting

Develop and prepare sustainability and ESG disclosures, including alignment with evolving reporting frameworks and regulatory requirements. Coordinate cross-functional input and manage the disclosure review and approval process.