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Sinead M. Kelly

Sinead M. Kelly

Partner
Baker & McKenzie LLP

Biography

Sinead Kelly is Chair of the Baker McKenzie's Compensation practice group in California. She has practiced in the compensation field for almost 20 years, specializing in executive compensation and global equity. Sinead frequently speaks and publishes on compensation-related topics and is a contributing author to Lexis Practice Advisor and Wolters Kluwer's "Practical Guide to SEC Proxy and Compensation Rules," as well as a founder of the Firm's Compensation Connection blog. She is on the Advisory Board of the Certified Equity Professionals Institute (CEPI) of Santa Clara University and serves on the Firm’s International Benefits Committee. Sinead has been recognized by Chambers USA for Employee Benefits and Executive Compensation, where clients have described her as "extremely intelligent, responsive and solution-oriented.” She is a Thomson Reuters Stand-out Lawyer for 2024 and is ranked by Legal 500 as a "Leading Lawyer" for Employee Benefits, Executive Compensation and Retirement Plan Design.

Practice Focus

Sinead focuses her practice on executive compensation and global equity, advising on the design, administration, governance and implementation of executive and director compensation arrangements, including equity and incentive plans, deferred compensation plans, severance and employment agreements, change in control plans, bonus plans, and director compensation programs. Her practice involves counseling on federal and state securities and tax laws, Section 16 issues, stock exchange listing rules and proxy advisor policies, as well as on non-US tax and regulatory requirements for equity plans implemented globally. She regularly advises on the impact of corporate transactions and reorganizations on equity and other compensation arrangements and assists public companies with SEC disclosures relating to compensation.

Representative Legal Matters

  • Advised a market-leading industrial technology company on compensation matters in its USD 1.2 billion acquisition of a US privately-held company.
  • Advised a NYSE-listed real estate investment trust on equity and executive compensation matters in its USD 21 billion all-stock "merger of equals."
  • 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.
  • Assisted multiple US public companies with drafting and implementing Dodd-Frank compliant clawback policies, as well as discretionary recoupment policies.
  • Advised several US private companies on the 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.
  • Drafted omnibus stock incentive plans and proxy proposals for multiple Fortune 500 companies, including advice on issues arising under Code Sections 409A, former 162(m) and 422, and Section 16 of the Exchange Act, as well as on corporate governance, stock exchange listing and proxy advisor policies.
  • Advised on all aspects of the design and implementation of non-employee director deferred fee programs for several Fortune 500 companies.
  • Advised on design, drafting, shareholder approval, S-8 registration, and global implementation of Code Section 423/non-423 employee stock purchase plans for numerous US multinationals.
  • Advised a non-US public company on US federal and state securities law registration and Code Section 409A and 457A requirements for offering of deferred equity and compensation arrangements to US resident executives and directors.

Professional Associations and Memberships

  • American Bar Association
  • National Association of Stock Plan Professionals
  • Global Equity Organization
  • State Bar of California
  • San Francisco Bar Association
  • Law Society of England & Wales

Admissions

  • Senior Courts of England & Wales~United Kingdom (2011)
  • California~United States (2004)

Education

  • University of California, College of the Law, San Francisco (formerly University of California, Hastings College of the Law) (LLM) (2003)
  • Queen's University Belfast (LLB) (2000)

Publications

International Implications of Mandatory Dodd-Frank Clawback of Incentive-Based Compensation; Baker McKenzie; October 2023

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 

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

Baker & McKenzie LLP is a Limited Liability Partnership organized under the laws of the State of Illinois (USA) and is a member of Baker & McKenzie International, a Verein organized under the laws of Switzerland.