770.888.3720 | waltmetz@live.com

http://www.linkedin.com/in/waltmetz

Currently reside in Suwanee, GA. Open to domestic relocation and business travel.

Walt Metz | Page 1 of 3

G E N E R A L C O U N S E L , C O R P O R A T E S E C R E T A R Y & B U S I N E S S P A R T N E R resolving complex legal issues while advising on transactions, regulatory compliance, litigation & business strategy

e x e c u t i v e s u m m a r y

Strategic, forward-thinking in-house attorney and tactical leader with demonstrated ability to reduce legal, ethical, operational and financial risks for companies with ever-changing business priorities—integral to sustainable growth and financial health. Quick study of industries and corporate cultures, possessing talent for settling disputes between groups with conflicting agendas. Held key seat on senior leadership teams, advised board and c-level decision makers on the realities and practicalities of diverse business operations and major strategic transactions affecting enterprise risk management and P&L. Career highlights include establishing first-ever legal department during stellar 5-year tenure as General Counsel for $800M warehousing/logistics company, facilitating $190M warehouse acquisition and coordinating legal functions for $1B bank refinancing and stock sale of company. Secured early dismissal of 2 high-profile class actions and recovered $1M in legal claims for leading department store chain.

c r i t i c a l s k i l l s e t

p r o f e s s i o n a l e m p l o y m e n t h i s t o r y

INDEPENDENT COUNSEL 2012 – Present Private Legal Consultancy

Sought out by national transportation transactional law firm, transportation and supply chain businesses—Scudder Law Firm, Gordon Trucking, Inc. and WOW Logistics—to channel subject matter expertise and industry insight into positive legal outcomes. Served as legal resource and contributor to legal journals on complicated regulatory changes and risk management. Continue consultancy activities while searching for next career challenge. (Complete list of articles provided on request).

Provided valuable legal assistance during due diligence phase of merger transaction between 2 transportation companies.

Facilitated closing of 3 large mortgage-backed loans for $600M transportation company by reviewing and revising numerous complicated documents.

Expedited transactions by providing complex contract reviews and advice for large warehousing and logistics company.

VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL 2011

Old Dominion Freight Line

Recruited by $1.9B motor carrier to relocate out of state and transition into GC role, pending retirement of 20-year incumbent. Resolved myriad accident cases and employment claims, managed litigation and expedited contracts before returning to home state based on transition progression and geographic and family considerations.

General Litigation Management M&A/Post-Merger Integrations Employment/HR Law

Strategic Planning Complex Transaction Negotiations Commercial/Contract Law

Legal Division Startups/Leadership Dispute Resolution Transportation/Warehousing Law

Corporate Governance Patent Litigation Management Real Estate Transactions

Risk Management/Insurance General Law Practice Financing Transactions

General counsel, secretary, vice president, compliance, litigation,

mergers and acquisitions, employment, contracts, negotiations, general

business legal issues, commercial legal matters, commercial litigation,

trucking, transportation, logistics, supply chain, real estate, strategic,

tactical, proactive, innovative, workers compensation, risk management,

team player, board room stature, leader, strategic partner, corporate

matters, senior management, M&A, loan agreements, finance,

mortgages, acquisitions, divestitures, due diligence, manage outside

counsel, policies and procedures, warehousing, suits, claims, solutions,

laws, regulations, indemnity, corporate governance, legal advice,

executive management, advice board, risks, benefits, administer,

agreements, non-disclosure, vendor agreements, human resources,

EEOC, ADEA, ADA, indemnity, minutes, equal opportunity, legislation, in-

house, commercial transactions, budget, financings, Board materials,

legal affairs, employment litigation, accidents, chief legal advisor,

organizational documents, insurance coverage, investigations, DOT,

FMCSA, hos, hours of service, agencies, lawsuits, commercial disputes,

government affairs, intellectual property, IP, software agreements, major

transactions, legal staff, executive management, leadership, law firm,

organization, communication, interpersonal skills, business judgment,

contract requirements, collaboration, Juris Doctor, temperature

controlled, distribution, legal services, legal generalist, law school, state

bar

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Walt Metz | Page 2 of 3

VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL (continued) 2011

Old Dominion Freight Line

Negotiated indemnity agreement for defense of industry-wide allegations in patent infringement suit.

Positioned NASDAQ exchange-listed company for success in raising equity capital by spearheading due diligence response and revisions to related transactional documents during at-the-market (ATM) public stock offering initiative.

“I worked opposite Walt Metz on a public offering by his client, where…[he] was the lead in-house attorney for the issuer. Walt was tireless in his efforts to negotiate the best

possible terms for his client...diligent, resourceful and tenacious when making, supporting and defending his client's point of view…his ability to separate the important from the unimportant streamlined numerous issues, which was critical in a fast-moving

process…maintained a rigorous sense of value, insisting on a process and result that respected both quality and cost.”—Attorney, Scudder Law Firm

VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 2005 – 2010

Americold Realty Trust/AmeriCold Logistics, LLC

Advised leadership and board of $800M temperature controlled warehousing and logistics company during critical growth planning period. Created legal department to negotiate operating company contracts and expedite financial, commercial and real estate transactions while managing litigation defense and prosecution. Empowered management across 6 key functional departments with general practice legal counsel before change in company ownership and ensuing leadership restructure.

Supervised legal functions for $1B REIT loan agreement involving 4 mortgage-backed loan pools for warehousing business and coordinated post-closing reporting and procedural changes. Ensured efficacy and quality of transactional documents in warehousing context by overcoming bank resistance to format changes.

Fast-tracked $190M acquisition of multiple facilities by overseeing due diligence, contract negotiations and closing. Cultivated customer relationships while successfully transitioning people, systems and processes as lead on post acquisition integration.

Proved instrumental in improving corporate liquidity and growth by directing contract reviews and internal due diligence in launch of revolving credit facility and stock acquisition of parent company.

Preserved important customer relationships by resolving contract issues.

Improved interdepartmental workflow with rollout of document management system.

Surmounted risk management and operational issues by formulating and benchmarking legal structure with wraparound services agreement for warehouse operations, logistics brokerage and small truck carrier.

"…I have met and worked with a number of good lawyers, but only a few that have the combination of legal skills and business sense that Walt possesses.”—former CFO, AMC

SENIOR COUNSEL 2002 – 2005

Sears, Roebuck & Co.

Capitalized on litigation skill to realize winning outcomes in diverse litigation—complex, commercial, business practice, high-exposure construction, patent and environmental litigation. Successfully defended against personal injury cases, product liability claims, contract disputes, consumer class action suits, California Section 17200 cases, dealer/franchise claims and ADA access claims. Figured prominently in steering positive direction in important lawsuits and enforced Patriot Act compliance as project lead.

Influenced early dismissal of 2 high-visibility class action suits against Sears subsidiaries with defense strategy development and execution.

Positioned company to reclaim $1M by making claim under contract exclusivity clause.

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Walt Metz | Page 3 of 3

SENIOR COUNSEL (continued) 2002 – 2005

Sears, Roebuck & Co.

Realized positive outcome of high-profile eCommerce patent infringement suit as steering committee leader for 11-member joint representative defense group.

Strengthened bonds between primary casualty insurer and 4 corporate litigation groups.

SENIOR COUNSEL 1995 – 2002

Werner Enterprises, Inc.

Brought on board by billion-dollar global transportation provider as attorney to supervise nationwide defense of large-exposure trucking and transportation litigation. Solved countless legal issues for risk department and claims committee while guiding c-level leaders through complexities of self-insured liability, workers’ compensation and standard insurance policies.

Improved defense strategy of workers’ compensation claims by arguing company position and lobbying for legislative and regulatory reform before state legislative and administrative agencies.

Enriched company insurance program with special policy endorsements.

Transformed liability claims handling process, resulting in improved reporting capabilities and productivity of claims adjustors as well as reduced claims adjustment times.

Cut costs by instituting budget system to provide compliance and transparency of fees for outside legal advisors.

Accelerated liability assessment capabilities on pending lawsuits by revamping case evaluation and reporting procedures that armed outside defense counsel and Werner with necessary tools for quicker information gathering and analysis.

e a r l i e r c a r e e r h i s t o r y

PRINCIPAL Schmid, Mooney & Frederick, P.C.

PARTNER Brown & Brown

PARTNER Metz & Metz

e d u c a t i o n a n d a f f i l i a t i o n s

J.D., University of Nebraska - Lincoln, College of Law

B.A. (with High Distinction), University of Nebraska - Lincoln, College of Arts & Sciences, Phi Beta Kappa

Association of Corporate Counsel (ACC): Continuing Legal Education Speaker; National Litigation Committee, Chair of Committee of the Year; Leadership Development Institute Advisory Board; Initiated Diversity Pipeline Project at Sears, in conjunction with ACC and The Street.

West Group Corporate Advisory Council

Nebraska State Bar Association: Judiciary Committee; Judicial Procedure Committee.

Transportation Lawyers Association (TLA): Continuing Legal Education Speaker and News Updates Contributor, Author in The Transportation Lawyer quarterly legal journal.

c o n t a c t

770.888.3720 | waltmetz@live.com

http://www.linkedin.com/in/waltmetz

Currently reside in Suwanee, GA. Open to domestic relocation and business travel.

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