Jembaa Mai – Wind River Systems

For over two decades Jembaa Mai has practiced law, and in the past few years she has noticed the mergers and acquisition landscape has evolved dramatically.

“It has been undeniably impacted by the geopolitical environment, such as increased activity and scrutiny from government regulators in the United States and across the globe,” she tells Vanguard.

She says this changing dynamic was a signal to Wind River Systems to bring in a general counsel with significant M&A experience, to help navigate the intricacies attendant with various exit strategies. She says such a person was crucial for the company’s goals—and in October 2021 she became that person, leading the software development company’s legal and compliance groups.

Wind River is constantly innovating and evolving by mapping out the technology needed to bring software-defined devices, including vehicles into a reality. Its technology can be found in over 2 billion products, including on the recently updated Mars Science Laboratory Rover, Curiosity.

“Wind River is at the leading edge of exploration—powering intelligent systems from software-defined vehicles to airplanes to NASA’s James Webb Space Telescope,” Mai says.

Ongoing road of mergers and acquisitions

Upon joining Wind River, Mai sought to strengthen bridges between the engineering, customer success, and product groups. She believes that legal teams should be embedded within these sister business groups. This enables her team to understand the business and drive targeted organic and inorganic (M&A) growth opportunities more deeply.

She explains her approach to M&A is first identifying the need that is best filed inorganically, and building a short list of opportunities that might full it, only then, approaching first choice opportunity. Like when house hunters know they want something specific, such as a master bathroom with a standing shower and a deep tub, instead of doing a general search without specific criteria.

“These internal strategic partnerships enable Wind River to maximize its growth,” Mai says. “A general counsel is essentially a chief strategic partner.”

One of those strategic moves was negotiating Aptiv’s $3.5 billion acquisition of Wind River, which was completed in 2022. Headquartered in Dublin, Aptiv is a global technology company and automotive technology supplier seeking to make transportation safer and greener—a goal Wind River will help it accomplish, according to Mai.

“I believe my deep M&A knowledge and experience was invaluable during the year-long negotiation,” she says.

She adds she’s helping create synergies between the two companies because, according to her, the deal portion of a merger or acquisition is simply the beginning of finding ways for two companies to collaborate on a shared vision. For her, post-acquisition integration is quite nuanced, “which is exactly how it should be,” she says.

She works closely with general administrations teams—human resources, finance, sales, accounting, and legal, among many others—from Aptiv and Wind River to realize cross-team efficiencies.

“In my past and present roles, I have found this approach greatly improves compliance and reporting efficiencies and eases the transition, from those opening doors and answering phones to those in the labs and in leaderships roles,” Mai says.

Crucial communications

Mai isa proponent of both inorganic and organic growth plans, layered with purposeful building and maintaining relationships. Wind River, like many software companies, must engage with various legislative, regulatory, and standard entities, particularly in the automotive industry. So, she and others at Wind River take advantage of any opportunity to join conversations and help clarify what the company does and how.

“This is important as we’re a technology pioneer and need to be on top of the role our offerings play in the ever-changing legal and compliance landscape,” she says.

Alongside the executives and the board of directors, Mai puts equal effort into building relationships with customers, partners, and internal clients. She also enjoys deep-dive, long-range planning sessions with her C-suite colleagues and the senior leadership team.

“The legal and compliance team members are close partners with our internal clients,” Mai says. “This builds trust and enables us to meet the company’s needs and realize our goals.”\

She adds that her decades of experience have helped her build these relationships. Early in her career, she was in-house counsel at a mature Seattle start-up, Loudeye Corp. There, she wore various legal hats, including IP counsel protecting and monetizing IP assets. After it was sold (to Nokia and Muze), she joined Beacon Law Advisors, where she advised founders and start-ups on corporate structuring and through financing rounds—she also helped some with their exit plans.

She soon moved to K&L Gates, where she tackled more of the same work on a larger scale. She was on the team working on Microsoft acquisition matters, which led to her joining the Microsoft in-house legal group.

Mai left Microsoft after 11 years to join Wind River Systems as its general counsel. She hasn’t looked back since and cites The San Francisco Bay Area Top Workplaces awarding the company the honor for the 10th consecutive year in 2023.

“I enjoy being a part of a company that believes its most important asset is its people—and the culture of innovation on which the company is built means each day is unexpected in many ways and always exciting,” Mai says.

View this feature in the Vanguard Fall II 2023 Edition here.