Neil L. Diver
1988 Jackson Street
San Francisco, CA 94109
(415) 921-5511 (415) 921-4460 fax
Ndiver5511@aol.com
diver@thedevelopmentgroup.com

Neil is experienced in corporate governance, financial administration and entrepreneurial value creation. He has served as a director of seven public companies and seven closely held ones and has 85 years of cumulative service on audit committees. His experience as a CFO of a NYSE company satisfies the Sarbanes-Oxley criteria to serve as an audit committee chairman or member. He has administered complicated testamentary trusts with multiple beneficiaries and illiquid assets. Neil has been associated with The Development Group since 1994.

Corporate Governance

He has served as non-executive chair or lead director of three publicly held companies (VLI, Cybertek and Ameriwood Industries) each of which required restructuring. Each was subsequently sold under his supervision to fully realize shareholder value. In addition he was involved in the pre-IPO positioning of Cybertek, Bentley Mills and Alpha Microsystems, addressed securities litigation (Ameriwood Industries, VLI and served as plaintiff’s representative for a Trust) and changed auditors (Cybertek, Alpha Microsystems, Ameriwood Industries, CIMCO, System Integrators, SIFE and Ticor). He has also managed investor relations (Ameriwood Industries). He has been the lead director twice of a special committee of independent directors formed because of alleged wrongdoing or litigation (VLI and Ameriwood Industries) and managed litigation for a trust.

He has non-executive familiarity with the following industries through his board positions: furniture manufacturing (Ameriwood Industries), carpet manufacturing (Bentley Mills), microcomputer manufacturing (Alpha Microsystems), plastic manufacturing (CIMCO); enterprise software (Cherokee Systems, Systems Integrators, RSMA and Cybertek), FDA approved devices and biotherapeutics (VLI, Cryopharm, and ExOgene) and securitization of automobile leases and loans (Auto Finance Group). He has also served as a trustee of a financial services sector mutual fund (SIFE Trust Fund).

Management Experience

Neil was CFO of Ticor, a diversified financial services company listed on the NYSE, and was a co-founder of two of its portfolio companies (Ticor Mortgage Insurance and Ticor Life Insurance). He had significant operational experience with other Ticor affiliated companies including its property and casualty reinsurance, title insurance, and trust and investment management. Reporting to him were the Controller, Tax Manager, Treasurer, and Director of Internal Audit.

Neil joined Ticor as a co founder of Ticor Mortgage Insurance. As Executive Vice President and then President, he conceived and initiated the first-single family and multi-family residential mortgage backed securities and introduced the idea of them being rated by suggesting to Standard & Poors that they consider rating pools of mortgages. Neil was directly or indirectly responsible for originating approximately 40 of the first rated residential mortgage security pools.

Prior to joining Ticor, Neil was employed by Westinghouse Electric to manage the financial affairs of a newly formed subsidiary, Urban Systems and Development Corporation, that concentrated on developing housing projects guaranteed by the Federal Housing Administration (FHA), sponsoring joint ventures in several Central American and Puerto Rican communities, or dwelling units for the Department of Defense. He was Vice President of Finance and President of this wholly owned mortgage banking company.

After graduation, Neil joined a mortgage banking firm in Chicago specializing in commercial real estate loans and was subsequently employed by Smith, Barney & Co in the investment banking department where he continued to specialize in real estate finance and general investment banking activities.

Entrepreneurial Experience

Neil has founded or co-founded the following companies which were or became parts of publicly traded companies: vehicle finance (Auto Finance Group); FDA approved biotherapeutics (Cryopharm and ExOGene); real estate development and construction (Urban Systems Development and RealAmerica Homes).

Litigation Experience

He has served as a plaintiff or defendant’s representative when he became Chairman of Ameriwood Industries in connection with a series of lawsuits stemming from actions by the company’s former management or directors. He also assisted a Trust in its litigation against a private equity investor and the auditor of a public company, Mobile Media. As an independent director of VLI, he testified in Delaware Chancery Court on a patent matter.

Trust Experience

Neil serves as a Trustee of a recently formed Employee Stock Ownership Trust (ESOT) with responsibility for overseeing investments, valuations, accounting and audit. He has also managed the administration of a private trust including the disposition of personal property, the sale of a residence, obtaining a mortgage on the residence and refinancing it as either interest rates declined or the Trustor required additional funding, overseeing accounting and reporting to beneficiaries and providing annual accounting to the Probate Court. He was also a confidential advisor to a large private trust with significant assets and assisted it by overseeing selected private equity investments and representing its interest on the boards of an investment management software developer, a consumer finance company, a banking industry software developer, and biotechnology and manufacturing companies—the latter two as founding shareholder or co-investor.

Community Service and Education

He is a consultant to two not-for–profit organizations that impact foster children and education policy. He has served as a trustee or advisor to eight foundations or community organizations in San Francisco and Los Angeles including serving as the founder of the Los Angeles Entrepreneurship Academy. He also was a trustee of the San Francisco General Hospital Foundation and the San Francisco Maritime National Park Association. In Los Angeles, he was a trustee of Westridge School for Girls, Children’s Hospital of Los Angeles and advisor to the Salvation Army in Los Angeles County and the United Way of Los Angeles. Neil is a magna cum laude graduate of Indiana University with a BS degree in Accounting and Finance and a MBA in Management. He has attended courses at Harvard Business School and New York University School of Law.