Andrew Clearfield was born in 1949 in Chicago, and grew up in Philadelphia and in Orlando. He received his A.B. with General Honors from the University of Pennsylvania in 1971. Following studies at the Boston University School of Law from 1971 to 1973, he attended Harvard University, where he was a House Tutor and Teaching Fellow, and from which he received his Ph.D. in June, 1980.

An extended period of residence in Italy and France had inspired his interest in foreign investment and in underrated mature economies generally. Following two years on Wall Street, he moved to CREF in January 1982, and became an International Portfolio Manager and later Managing Director, specializing in Europe.

Thanks to CREF’s role as a pioneer American investor abroad, Dr. Clearfield was able to initiate investing in several new markets, in smaller countries previously unacquainted with pension fund investment, as well as improving CREF's existing investment portfolios by streamlining some settlement procedures, obtaining tax relief, and improving notification procedures for foreign institutions, as well as discussing current and potential problems with several governments and regulatory authorities. A portfolio manager responsible for over $1 billion, he also managed to outperform these markets consistently, often by wide margins.

As the portfolio manager directly concerned, Dr. Clearfield was also privileged to help shape the litigation which led to the “CREF letter” authorizing qualified institutional buyers to participate in unregistered foreign privatizations, and eventually to Regulation “S” and Rule 144A, which govern the participation of American pension funds in foreign IPO’s today. He was also active in several battles involving the rights of minority shareholders in Europe. In November, 2000, he agreed to move to TIAA-CREF's Corporate Governance Group to spearhead an expanded effort in International Corporate Governance.  In May 2005, he left TIAA-CREF to create Investment Initiatives LLC, a consultancy dedicated to directly linking governance reform with investing.

Dr. Clearfield has been a guest speaker at numerous officially-sponsored conferences on the development of securities markets, on both sides of the Atlantic. He was a founding member of the Advisory Board of the Paris Bourse, now Euronext, the fusion of the French, Belgian, and Dutch Stock Exchanges, where he continues to serve. He has long been active with the International Corporate Governance Network (ICGN), chairs its Securities Lending Committee, and was recently elected to its Board of Directors.

Other organizational involvements include participation on the Conference Board Steering Committee, the Council for Institutional Investors, the Council on Foreign Relations, and the European Union's Expert Group on Cross-Border Voting.  In 2005 he became Secretary (Chairman) of the GIGN, an international alliance of activist institutions.  Dr. Clearfield has written several academic articles on areas of investment and governance, as well as on the interface between them. He speaks fluent French, as well as Italian, Spanish, and German.

Keith L. Johnson, Esq.

Mr. Johnson is currently Program Director of the Wisconsin International Corporate Governance Initiative at the University of Wisconsin Law School, where he also serves as Adjunct Professor of Law.  He provides corporate governance consulting services to institutional investors as President of Pension Fund Alliance Consulting Group, LLC.

Mr. Johnson previously served as counsel to the State of Wisconsin Investment Board (SWIB), the 9th largest public pension fund in the United States, from 1985 to 2005, and was the Chief Legal Officer at SWIB for seven years.  While at SWIB, he was on the Board of the National Association of Public Pension Attorneys (NAPPA), served as President of NAPPA and was Co-Chair of both the NAPPA Securities Litigation Task Force and the NAPPA Investment and Corporate Governance Section. 

Mr. Johnson has published a number of articles on corporate governance issues and the role of institutional investors in securities litigation and regularly makes presentations to legal and investor organizations.  Recent publications include: Rebuilding Corporate Boards and Refocusing Shareholders for the Post-Enron Era, St. John’s Law Review, Vol. 76, Page 787 (Fall 2002) and Deterrence of Corporate Fraud Through Securities Litigation: The Role of Institutional Investors, Law and Contemporary Problems, Vol. 60, Page 155 (Summer 1997); and Ten Insights on Shareholder Proposals, Shareholder Proposal Handbook, Appendix A-14, Aspen Publishers (2002).   He was one of the founders of the Directors’ Summit™ board member training seminar held annually at the University of Wisconsin Center for Executive Education.

He has supervised securities fraud class actions and other shareholder litigation for SWIB, including the Anicom, CellStar, Rainforest Café, Peerless Systems, Physicians’ Computer Network, Medco Research and Just for Feet lawsuits.  Mr. Johnson also served as Chairman of shareholder committees in the Exide Corporation and Cambridge Biotechnology Corporation Chapter 11 bankruptcy reorganizations.  He holds B.A. and J.D. degrees from the University of Wisconsin and is a member of the Wisconsin State Bar and of the American College of Investment Counsel.