Schedule 14A

Every Company Needs IT to Deliver Business Services…

But Managing IT Has Become Increasingly Complex

Making or fulfilling

a reservation

Using a mobile

device for work

Completing an

online transaction

•

Mainframe, Servers,

Smart phones—all

generations of

technology remain

in use

•

100’s of vendors,

millions of

combinations of

products and devices

•

Cloud, outsourcing,

other trends reduce

direct control over

assets

•

Centrally manage

fragmented islands of

technology

•

Simplify and automate

to lower cost

•

Decrease security and

availability risk

•

Increase agility to

drive business growth

Most services are

now IT-enabled

IT complexity is

increasing

Management of IT

delivers real benefits

IT Management Solutions are required for businesses

to stay efficient and deliver compelling services to

employees and customers

Gartner Magic Quadrant for IT Service Desk

–

Gartner (February 2012)

Gartner Magic Quadrant for Workload Automation

BMC is a Recognized Market Leader by Leading

Third Parties

Independent research also confirms BMC leadership

in vision and execution in key solution areas

"BMC, a broad ITOM tools vendor, continues to provide innovation and leadership in this market in product functionality, pricing, go-to-market strategies and licensing. It has continued to improve its

products with self-service functionality, policy-driven workload management, support for various mobile devices, support for virtual and cloud environments, workload life cycle management, integration with

its other automation tools (ITPA, server configuration management, cloud life cycle management, etc.) to unify its automation capabilities, among other functionalities. It has also developed automated

conversion toolsets to enable customers to migrate away from other workload automation tools, and has expanded its support for infrastructure platforms and applications."

Cloud Lifecycle Management

$47

$80

FY2010

FY2011

FY2012

Cloud-Related License Bookings ($MM)

Recent BMC innovations, including Cloud Lifecycle Management,

have been extremely successful in the market

Cloud Business is Accelerating Rapidly

“BMC is gaining traction and is well positioned to serve enterprise and service

provider customers as they build out cloud infrastructure and migrate more

diverse services to cloud environments.”

IDC, November 2011

Worldwide Cloud Systems Management Software 2011 Vendor Strategies

“BMC Cloud Planning and Design: Any enterprise project should have at the

front end a solid plan; BMC has developed what may be the most advanced

and, more importantly, hardware-independent planning tool.”

Rob Enderle, Enderle Group

December 28, 2011

BMC Has Delivered Strong Long-Term

Shareholder Returns

Outperformed S&P 500 and

NASDAQ over last 5 and 10

year periods

Share price performance over

last 1 and 2 year periods

impacted by sales force issues

which have been addressed

Positive momentum reflected

in share outperformance in

2012 relative to S&P 500 and

NASDAQ

Share Price Performance

To 3/31/12

BMC Performance

Relative to

BMC

S&P 500

NASDAQ

YTD*

21%

11%

Last 1

Year

(21%)

(27%)

(32%)

Last 2

Years

(13%)

(23%)

Last 5

Years

30%

31%

Last 10

Years

117%

92%

44%

BMC stock performance has been strong through multiple

technology cycles, over 5 and 10 year periods

*1/3/12-3/31/12

New Investments

Observed Results

Expected Benefits

•

Greater productivity as

average sales force

tenure increases

•

Improved

predictability of long-

term performance

•

Sales capacity UP 25%

(including Numara

acquisition)

•

Attrition DOWN 54%

(from beginning of FY

through May relative

to same period)

BMC has made significant new

investments in its ESM direct

sales force:

•

New sales leadership

structure

•

Increased investment in sales

employee retention programs

•

Adjusted sales compensation

practices

•

New sales force

segmentation

Benefits from Investment in Sales Force will Continue to

be Realized Over Time

As of FY13 / May 2012

Near-term results were impacted by ESM sales issues

but have been addressed with new leadership

and compensation adjustments

Leading Technology Partners

Global System Integrators

and Outsourcers

BMC’s independence and architectural approach is attractive to key

partners that expand BMC’s solution breadth and market reach

Unique Sales and Technology Partnerships will also

Deliver Long-Term Benefits

RemedyForce now has more than 200

customers in production in first 2 years

RemedyForce

the

only

party

product

resold by Salesforce.com

BMC’s Cloud Lifecycle

Management product resold by Cisco

in strategic service provider accounts

BMC’s BladeLogic integrated with

Cisco’s Unified Computing System

BMC’s independence and architectural approach is attractive to key

partners that expand BMC’s solution breadth and market reach

BMC has an Independent & Experienced Board

Committed to Delivering Shareholder Value

Nine of ten Board members

are independent of the

company

Appointed three new

directors in the past five years

(two in the past two years)

Lead Independent Director

with clearly delineated duties

Audit, Compensation,

Corporate Governance &

Nominating, and Mergers &

Acquisitions Committees

comprised solely of

independent directors

BMC’s Board is focused on good governance and open to all

strategies that will drive long-term shareholder value creation

Software and technology

expertise: years of service as

CEOs, CFOs, and COOs

Financial expertise: Former

CFOs, CIOs, and Private Equity

leadership

Governance expertise:

Diverse range of relevant

industry and governance

experience focused on

advancing the long-term

interests of all shareholders

Rated “low concern”

in all

governance categories by ISS

Responsive to all

shareholder inquiries

Open to all strategies to

create long-term shareholder

value

Board Independence

Breadth and Diversity of

Expertise

Shareholder Friendly Pro-

active Governance Practices

BMC has addressed recent challenges and is now well positioned to

continue to create long-term shareholder value

Note: Permission to use quotes was neither sought nor received

Equity Analysts Believe Company Has the Right

Capabilities and Approach

"We believe that management is focused on driving long-term shareholder value

and delivering consistent results

...

we don't believe management is necessarily opposed to selling at

the right price but view the involvement of

an activist shareholder as more along the lines of a short-term trade

vs. ultimately maximizing the long-term

value of the company.“

–

May 14, 2012 (RBC)

“We see BMC as well positioned among the top four traditional management providers with a potential to

capitalize on the opportunity created by the cloud adoption…we believe that the execution lapses at BMC are

primarily fixable and BMC has the required capabilities to take the company forward.”

–

May 30, 2012 (Mizuho Securities)

"We believe that BMC’s past restructurings have helped the company reconcile the vast

majority of its

inefficiencies. We believe the company is currently well managed from a financial/operational standpoint."

–

May 15, 2012 (JP Morgan)

Summary: BMC’s Current Leadership is Aligned with

Shareholders’

Long-Term Interests

BMC Software is in an attractive, exciting market

BMC has demonstrated an ability to deliver exceptional shareholder

results over the long-term, across multiple technology shifts

BMC’s Board has the best breadth and diversity of expertise to create

exceptional long-term value

BMC’s

Board

has

reviewed

Elliott’s

proposal

and

unanimously

determined that in its opinion the proposal is not in the best interests of

shareholders as it is not aligned with long-term value creation for

shareholders

BMC is a GREAT company that CAN CONTINUE to create

exceptional long-term value by REMAINING OPEN TO ALL

STRATEGIES that will deliver value to shareholders

This presentation contains certain forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended,

which

are

identified

the

use

the

words

“believe,”

“expect,”

“anticipate,”

“estimate,”

“will,”

“contemplate,”

“would”

and similar expressions that contemplate future events. Such forward-

looking statements are based on management’s reasonable current assumptions and expectations.

Numerous important factors, risks and uncertainties, including, but not limited to, those contained in

our documents and reports filed with the U.S. Securities and Exchange Commission (SEC), affect our

operating results and could cause our actual results, levels of activity, performance or achievement to

differ

materially

from

the

results

expressed

implied

these

any

other

forward-looking statements

made by us or on our behalf. There can be no assurance that future results will meet expectations. You

should carefully review the cautionary statements described in the documents and

reports

file

from

time

with

the

SEC,

specifically

our

Annual

Reports

Form

10-K,

our

Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Information contained on our

website is not part of this Presentation.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this

presentation,

which

reflect

management’s

opinions

only

the

date

hereof.

Except

required

law,

undertake

obligation

revise

publicly

release

the

results

any

revision

any

forward-

looking

statements.

Forward Looking Statements

BMC Software, Inc. (BMC), its directors and certain of its executive officers are deemed participants in

the solicitation of proxies from BMC stockholders in connection with the matters to be considered at

BMC’s 2012 Annual Meeting. In connection with the solicitation of proxies, BMC has filed a definitive

proxy statement and other relevant documents concerning the proposals to be presented at BMC’s

2012 Annual Meeting with the U.S. Securities and Exchange Commission. In connection with the 2012

Annual

Meeting,

BMC

has

mailed

the

definitive

proxy

statement

stockholders.

INVESTORS

AND

SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ BMC’S DEFINITIVE PROXY STATEMENT

(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD

AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY

BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information

regarding the identity of participants, and their direct or indirect interests, by security holdings or

otherwise, are set forth in the definitive proxy statement BMC filed with the SEC on June 5, 2012.

Additional information can also be found in BMC’s Annual Report on Form 10-K for the year ended

March 31, 2012, filed with the SEC on May 10, 2012. To the extent holdings of BMC securities have

changed since the amounts printed in the definitive proxy statement for the 2012 Annual Meeting,

such changes have been or will be reflected on Statements of Changes in Beneficial Ownership of

Securities on Form 4 filed with the SEC. Shareholders will be able to obtain any proxy statement, any

amendments or supplements to the proxy statement and other documents filed by BMC with the SEC

for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the

Investors section of our corporate website at http://investors.bmc.com.

Certain Information Regarding Participants

Non-GAAP Financial Measures

This presentation includes the following non-GAAP financial measures:

Non-GAAP

Operating

Income/Margin

and

Non-GAAP

Diluted

Earnings

per

are

non-GAAP

financial measures regularly used by us in our quarterly earnings release and other public

disclosures, wherein we also provide reconciliations to comparable GAAP measures of operating

income and diluted earnings per share, respectively. In comparison to the comparable GAAP

measures, these non-GAAP financial measures exclude share-based compensation expense; the

amortization of intangible assets; severance, exit costs and related charges; as well as the related

tax impacts of these items; and certain discrete tax items.

Return

Invested

Capital

(ROIC)

non-GAAP

financial

measure.

Annual

ROIC

was

calculated

X/Y, where: X = reported earnings before income taxes adjusted to add back interest expense and

gain (loss) on investments, net, for the applicable fiscal year period, tax effected based on the

Company’s effective consolidated tax rate for the fiscal year period; and Y = total capital, calculated

as reported total stockholders’

equity plus total borrowings (current and long-term portions) as of

the end of the applicable fiscal year period.

Return

Capital

Percentage

Free

Cash

Flow

(Percent

Free

Cash

Flow

Returned)

non-

GAAP financial measure calculated annually as X/Y, where: X = treasury stock acquired plus

dividends paid (return of capital) for the applicable fiscal year period; and Y = free cash flow,

calculated as net cash provided by operating activities minus cash paid for the capitalization of

software development costs and minus cash paid for purchases of property and equipment for the

applicable fiscal year period.

Governance Overview

The company's charter and bylaws may be amended by a simple majority vote

Mergers/business combinations may be approved by a simple majority vote

No supermajority voting requirements for any matter

Shareholders have the ability to take action without a meeting by written consent

Annually elected directors (declassified board)

Majority vote standard to elect directors (with resignation policy)

Four standing committees (Audit, Compensation, Corporate Governance & Nominating, and Mergers &

Acquisitions) comprised of all independent directors

Any director who attends less than 75% of meetings of the Board for two consecutive years is not eligible for re-

nomination to the Board

Each Board member attended at least 75% of Board and Committee Meetings in fiscal 2012

Each Board member was in attendance at BMC’s 2011 Annual Meeting

The company discloses board/governance guidelines

Shareholder Rights

Board Level Governance

Governance Overview

Membership on the Board will be predominantly non-employee directors who, at a minimum, meet the criteria

for independence required by the NASDAQ

The Board has adopted additional independence criteria set forth in the Guidelines

The Board conducts an annual evaluation of itself, its committees and each individual director

The Board will appoint an independent director as Lead Director when the Chairman is not independent. The

Chairman

and

Lead

Director

are

reviewed

annually

and

are

subject

removal/rotation

the

Board’s

discretion

To effectively discharge their oversight duties, the Board has direct access to management

2011 Say on Pay Proposal received over 95% of votes cast “for”

All

directors

received

over

96%

votes

cast

“for”

election

the

2011

Annual

Meeting

Governance Risk Indicator (GRI®) shows low concern (highest rating) in all 4 dimensions of governance¹:

Audit, Board, Compensation and Shareholder Rights

Annual Say on Pay vote

Directors are subject to robust stock ownership guidelines, to further align interests with shareholders

BMC Corporate Governance Guidelines

Other Items

1. Source – Yahoo Finance, Institutional Shareholder Services as of June 1, 2012

Compensation (Pay for Performance) Overview

Increased use of performance-based equity awards directly tied to total shareholder return (TSR)

Reduction of planned equity award to CEO during Fiscal 2012

Reduced payout during Fiscal 2012 under the short-term incentive program, despite record results in multiple

areas

No payout to NEOs under cash LTIP program vesting in Fiscal 2012

Competitive mix of performance-based compensation vs. peers, with over 50% of compensation awarded to

NEOs in Fiscal 2012 being performance-based

No bonuses paid to executives in excess of plan design and metrics achievement

Fiscal 2012 Compensation Program

Base 7%

Short Term

Incentive

Cash Plan

12%

Performance-

based RSUs

44%

Time-based

RSUs 37%

CEO Target Pay Summary

Base 12%

Short Term

Incentive

Cash Plan

13%

Performance-

based RSUs

38%

Time-based

RSUs 37%

Other NEO Target Pay Summary

Compensation (Pay for Performance) Overview

Equity

utilization within institutional investor advisory services guidelines

Balance of short-term and long-term compensation plans, addressing retention, attraction, performance and risk

concerns

Realizable pay

reflects linkage of compensation with performance

CEO compensation over last 5 fiscal years in line with our TSR

Multiple and balanced incentive plan metrics: internal measures (booking and operating margin), which drive

shareholder value, and TSR, which contrasts actual shareholder value over time to that of the NASDAQ 100

Semi-annual awarding of equity; allowing mid-year adjustments as appropriate

Compensation Program

Design Features

Compensation Policies

Introduction of "Clawback" policy, applicable to our executive officers, in advance of Dodd-Frank regulations

Ownership guidelines implemented for executives during Fiscal 2012

Rigorous Compensation Committee review; which conducted seven meetings during Fiscal 2012

Independent Compensation Consultant (Compensia) selected and managed by the Compensation Committee

No "problematic" pay practices, as defined by ISS, e.g., no “single triggers”

Elimination of tax gross-ups for executives, applicable to 280G or other payments, excluding relocation expenses

Very limited executive perquisites

Robert

Beauchamp,

52,

our

current

Chairman,

President

and

Chief

Executive

Officer.

has

served

President

and

Chief

Executive Officer and as a member of the Board since January 2001. He has served as Chairman of the Board since October

2008.

Mr. Beauchamp brings years of experience and expertise in key areas such as business strategy, research and development,

marketing and sales. After joining BMC Software as a sales executive in 1988, he rose rapidly through the BMC ranks progressing

from senior account representative to sales manager.

He joined our marketing organization in 1994, becoming Vice President,

Strategic Marketing & Development in 1996, and subsequently assumed responsibility for our mergers and acquisitions efforts.

Prior to his selection as President and Chief Executive Officer,

he further developed his knowledge of our company and the

software business as Senior Vice President of Product Management

and Development. As Chief Executive Officer, Mr. Beauchamp

has led BMC’s highly successful transformation from a mainframe tools vendor

to the company that delivers the industry’s most

strategic enterprise management and automation solutions, enabling customers to automate IT and prove their business value.

Mr. Beauchamp has served on the boards of numerous non-profit, industry and civic organizations during his career and currently

serves on the Board of National Oilwell Varco, Inc., a public company, and as a member of the Board of Regents for Baylor

University.

Jon

Barfield,

60,

highly

respected

business

leader

currently

serving

our

Lead

Independent

Director.

Mr.

Barfield

has

been

a leader in the field of talent acquisition for over 30 years, with strong experience in information technology. He is currently the

President and Chief Executive Officer of LJ Holdings Investment Company, LLC, a private investment company, and is a member of

the Board of Directors of CMS Energy. In 2012, he retired from the Bartech Group, Inc. where he served since 1981 as President,

and from 1995 to 2012 as Chairman and President of one of the largest, independent talent acquisition and management firms in

the U.S. specializing in managing human capital procurement for regional, national and global corporations, the placement of

engineering and information technology professionals and business process consulting services. The Bartech Group manages more

than $2 billion in human capital procurement for regional, national and global corporations, employing and managing more than

25,000 consultants for clients worldwide. Mr. Barfield has extensive public company board experience having served on the

Boards of Dow Jones & Company, which was acquired by News Corp, Motorola Mobility Holdings, Inc., which was acquired by

Google, and National City Corporation, which was acquired by PNC

Bank. Mr. Barfield is a graduate of Princeton University and

Harvard Law School, and currently serves as a director of Blue Cross Blue Shield of Michigan and Business Leaders for Michigan.

Mr. Barfield brings to the Board experience regarding legal risk

oversight and risk management, financial reporting, attracting and

retaining key talent and related human resources experience, corporate governance, and mergers and acquisitions.

Director Bios

Robert E. Beauchamp

Director since 2001

Jon E. Barfield

Director since 2001

Director Bios

Gary L. Bloom

Meldon K. Gafner

Director since 1987

Mark J. Hawkins

Gary L. Bloom, 51, has extensive experience in enterprise software, and is currently the President and Chief Executive Officer of

MarkLogic, an enterprise software company powering over 500 of the world’s most critical Big Data Applications. Mr. Bloom was

Chief Executive Officer of VERITAS Software, a publicly traded software company and leading independent supplier of storage and

infrastructure software products and services, until it merged with Symantec in 2005 where he then served as Vice Chairman and

President. More recently, Mr. Bloom served as Chief Executive Officer of eMeter, Inc., a software company that was acquired by

Siemens Corporation in 2012. Mr. Bloom joined VERITAS after a 14-year career with Oracle, rising to the rank of Executive Vice

President. Through his more than 20 years of software company experience, including as a former Chief Executive Officer of

VERITAS Software and service on other public software company boards, Mr. Bloom brings to the Board extensive knowledge of the

software industry and specific insights into the operational and strategic issues facing BMC.

64, is an industry-veteran in communications technology and data distribution, having served as a consultant in

communications technology to venture capital firms. From 1988 to 1997, he served in various leadership roles, including Chief

Executive Officer and Vice Chairman of Comstream Corporation, a privately held manufacturer of high-speed satellite earth stations

for data distribution. Prior to Comstream, he was an executive officer of Integrated Software Systems Corporation, a publicly

traded software company. As a result of his professional experiences, Mr. Gafner possesses knowledge and experience in

management of companies focusing on technology-driven innovation.

53, has had key leadership roles at several top technology companies, having served as Executive Vice President

and Chief Financial Officer of Autodesk, Inc. – a publicly traded software company which focuses on 3D design software – since

2009. Prior to joining Autodesk, Mr. Hawkins served as Chief Financial Officer and Senior Vice President of Finance and Information

Technology at Logitech International S.A., a publicly traded multi-national technology company. Mr. Hawkins also held positions at

Dell Inc. and Hewlett-Packard Company, where he served in various financial and business-management roles. As Chief Financial

Officer of Autodesk, Mr. Hawkins brings to the Board global financial management expertise in the technology industry, including

experience in the areas of accounting, capital markets and information technology management.

Meldon K. Gafner,

Mark J. Hawkins,

Director since 2007

Director since 2010

Thomas

Jenkins,

52,

acquired

his

enterprise

software

expertise

OpenText

Corporation,

publicly

traded

software

company

and a leader in providing enterprise content management. Mr. Jenkins currently serves as Executive Chairman of the Board and

Chief Strategy Officer at OpenText. He served as Chief Executive Officer of OpenText from 1997 to 2005 and was appointed Chief

Strategy Officer in 2005. Mr. Jenkins also held progressive executive positions at OpenText from 1994 to 1997. A respected

technology businessman, Mr. Jenkins is the Chair of the federal centre of excellence Canadian Digital Media Network (CDMN). He

is also an appointed member of the Social Sciences and Humanities Research Council of Canada (SSHRC), appointed chair of the

Government of Canada’s Research and Development Review Panel, past appointed member of the Government of Canada’s

Competition Policy Review Panel and past appointed member of the

Province of Ontario’s Ontario Commercialization Network

(OCN) Review Committee. Mr. Jenkins brings to the Board a wealth of executive knowledge and extensive business strategy,

operational and management experience in the software industry.

Director Bios

Stephan A. James

Director since 2010

P. Thomas Jenkins

Director since 2004

Stephan

James,

65,

obtained

wealth

experience

multinational

management

and

technology

services

the

former

Chief

Operating Officer of Accenture Ltd., where he also served as a member of the Board and Vice Chairman from 2001 to 2004. Mr.

James currently serves as a Director at Fidelity National Information Services, Inc., the largest global provider dedicated to

banking and payment technologies, and Navigant Consulting, Inc.,

which is dedicated to assisting clients in creating and

protecting value in the face of critical business risks and opportunities. He also previously served as a director of CDW

Corporation and Metavante Technologies. Mr. James brings to the

Board valuable and extensive business and strategic

experience in the management and operations of a large, complex international technology-based professional services and

outsourcing organization.

Louis

Lavigne,

Jr.,

64,

developed

strong

leadership

skills

and

financial

acumen

Genentech,

Inc.,

multi-billion

dollar

leading

multinational biotechnology corporation. Mr. Lavigne joined Genentech in 1982 and held a variety of key strategic positions

before retiring in 2005 as the Company’s Executive Vice President and Chief Financial Officer. He was responsible for

Genentech’s Financial, Corporate Relations, and Information Technology groups. In June, 2006, he received the Bay Area CFO of

the Year-Hall of Fame-Lifetime Achievement Award. Currently, Mr. Lavigne is Managing Director of Lavrite, LLC, a management

consulting firm specializing in the areas of corporate finance, accounting, growth strategy and management. Mr.

Lavigne serves

as a director and as Chairperson of the Board of Accuray Incorporated and as a director of Allergan, Inc., both public companies.

He also serves as a director of SafeNet, Inc., a private software company focused on data protection. Mr. Lavigne also serves as

a trustee of the California Institute of Technology (CalTech), Babson College and Children’s Hospital Oakland. As the former

Chief Financial Officer of Genentech and a current and former member of numerous public company boards, Mr. Lavigne brings

to the Board financial expertise and extensive experience in business operations, strategy, accounting and public company

governance.

Kathleen

O’Neil,

60,

expert

global

finance,

risk

management,

strategy

development

and

corporate

governance

and

has excelled in a diverse set of leadership roles ranging from the Federal Reserve Bank to IBM to Liberty Street Advisors, LLC, a

company she founded in 2001. She is currently the President and

Chief Executive Officer of Liberty Street, which advises public

and private companies on corporate governance, risk management and strategy development. She is well known in the global

financial community through over 20 years of executive roles at the Federal Reserve Bank of New York. At IBM, Ms. O’Neil was

the General Manager of the Global Financial Markets Infrastructure Group. Ms. O’Neil currently serves as a Lead Independent

Director on the Board of Guidance Software, a publicly traded software company. Ms. O’Neil also serves on the Board of

Trustees of the Motley Fool Funds Trust and is a member of the Board of directors of MetLife Bank, N.A., a subsidiary of MetLife,

Inc. As a result of Ms. O’Neil’s professional experiences, she provides the Board with financial expertise, experience in risk

management, executive managerial experience and extensive knowledge of corporate governance.

Director Bios

Louis J. Lavigne, Jr.

Director since 2008

Kathleen A. O’Neil

Director since 2002

Tom

Tinsley,

59,

has

strong

background

finance,

private

equity

and

technology.

currently

Advisory

Director

for

General Atlantic Partners. From 2001 to 2011, Mr. Tinsley was a

Managing Director at General Atlantic, a global private equity

firm with more than 50 portfolio companies and $17 billion in assets under management. Prior to General Atlantic, Mr. Tinsley

served as Chairman of the Board of Managing Directors of Baan Company N.V., a software company based in The Netherlands.

From 1978 to 1995, Mr. Tinsley worked at McKinsey & Company Inc.

where he was a Director and a lead Director in the Firm’s

technology practice. Mr. Tinsley also serves on the Boards of Intermedia, a private company and premier provider of cloud

services to small and mid-sized businesses, and Net1 UEPS Technologies, Inc., a public technology company based in

Johannesburg, South Africa. Mr. Tinsley brings to the Board managerial experience in the software industry and the Board values

and benefits from Mr. Tinsley’s experience in evaluating, investing in and acquiring technology companies. Mr. Tinsley received

his undergraduate degree from the University of Notre Dame and his M.B.A. from Stanford’s Graduate School of Business.

Director Bios

Tom C. Tinsley

Director since 1997


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