Sinead M Kelly

Practice Areas

Sinead Kelly is a partner in the Firm's Compensation practice. She advises on US executive compensation and global equity and has practiced in the compensation field for over 15 years. She regularly publishes articles and blogs on compensation-related topics and is a contributing author to Lexis Practice Advisor and a founder of the Firm's Compensation Connection blog. She is also a frequent speaker on executive compensation and global equity topics. She has been recognized by Chambers USA for Employee Benefits and Executive Compensation where Chambers states that she is "fantastic and always provides comprehensive and timely advice," and she is ranked by Legal 500 as a "Leading Lawyer" in this area.

Sinead advises US and non-US public and private companies on all aspects of the design, administration, governance and implementation of equity and incentive compensation plans and other executive and director compensation arrangements, including deferred compensation plans, employment agreements, severance and change in control plans, bonus and performance plans and director compensation policies. Her practice involves counseling on federal and state securities and tax laws, Section 16 officer and director issues, stock exchange listing rules and proxy advisor policies, as well as on non-US tax and regulatory requirements for plans implemented globally, and the use of cryptocurrency as compensation. She regularly advises on the impact of corporate transactions and reorganizations on equity and other compensation arrangements. Sinead also assists public companies with compensation disclosure to be included in proxy statements, Form 10-Ks and Form 8-Ks.

Professional Memberships

• American Bar Association

• National Association of Stock Plan Professionals

• Global Equity Organization

• State Bar of California

• Law Society of England & Wales

Publications

• Double-Trigger RSUs and the Question of the Seven-Year Term; Corporate Taxation Journal, Thomson Reuters; March/April 2022

• Co-author, “An Overview of the Executive Compensation Disclosure Rules,” Wolters Kluwer, A Practical Guide to SEC Proxy and Compensation Rules, 2022

• Global Equity Plan Development and Implementation, Lexis Practice Advisor, October 2021 Update

• Section 409A and Deferred Compensation Arrangements for US Expatriates and Inpatriates, Lexis Practice Advisor, June 2021 Update

• Author, “SEC Proposes to Amend Rule 701 and Form S-8 and Extend Rules to “Gig” Workers,” Baker McKenzie InsightPlus, December 2020

• All's Well That Ends Well Following IRS Guidance on Deposit Rules for Equity Awards," Corporate Taxation Journal, Thomson Reuters, September/October 2020

Work Highlights

• Advised a Fortune 500 US public company on all equity and executive compensation aspects of its acquisition of a strategic majority interest in a US privately held company.

• Advised a US private company on the US tax aspects of an equity award liquidity program via tender offer and assisted an Australian public company with implementing a US tender offer relating to subsidiary shares and options.

• Advised a US public company on the domestic and international compensation aspects of its IPO, including the design, approval and implementation of its post-IPO equity incentive plan, employee stock purchase plan, annual incentive plan, director compensation policy, insider trading policy and compensation committee charter, and assistance with related international compliance requirements in approximately 20 jurisdictions.

Expert in these Jurisdictions

USA

Education