Michelle M. Warner

Director, MKS Instruments, Inc.
ESG/Corporate Governance, Board Engagement, M&A, Shareholder Activism

Michelle serves as a Director of MKS Instruments, Inc. (NASDAQ: MKSI) – a $5B+ market cap technology company – and serves on their Nominating and Corporate Governance Committee. She has 20 years of experience working closely with boards and their committees on governance, audit, and executive compensation matters, board fiduciary duties, risk oversight, shareholder engagement, executive transition, M&A transactions, and shareholder activism.

Most recently, she served as Senior Vice President, General Counsel, and Corporate Secretary of USG Corporation (NYSE: USG). As a member of USG’s C-suite, she was intimately involved with an unsolicited acquisition bid and related vote-no campaign against the election of the USG director nominees. During her tenure at USG, Michelle contributed to the company’s overall business strategy and operational initiatives, which included managing the $675M sale of a major division, assisted in the development of a new growth-oriented strategy, and acted as a key leader in the $7B sale of the company.

Prior to joining USG, Michelle was Corporate Vice President, Deputy General Counsel, and Corporate Secretary of Motorola Solutions, Inc. (NYSE: MSI), a leading global public-safety communications company. While at Motorola she led the company’s most significant global transactions, including large-scale spin-offs, divestitures, outsourcing, acquisitions, and joint ventures.

Michelle holds a JD from Northwestern University School of Law and a BA in Economics from Denison University.