Sinead Kelly

Sinead M. Kelly

Partner
Baker & McKenzie LLP

Biography

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 13 years. She regularly publishes articles and blogs on compensation-related topics, including in the Corporate Taxation Journal and Law 360, 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 and commentator on executive compensation and global equity topics, in venues including the National Association of Stock Plan Professionals, the Society for Corporate Governance, the Certified Equity Professional Symposium, the Global Equity Organization, and Agenda magazine. She has been recognized by Legal 500 as a leading lawyer for Executive Compensation and Employee Benefits.

Practice Focus

Sinead advises US and non-US public and private companies on all aspects of equity compensation plans and arrangements, including plan design, administration, and global implementation, as well as compliance with federal and state corporate, securities and tax laws, stock exchange rules, accounting rules, and non-US tax and regulatory requirements. Sinead also advises on the drafting and administration of nonqualified deferred compensation arrangements, director compensation programs, severance arrangements, change in control plans, employment agreements, short and long-term bonus plans, and other executive compensation arrangements. Her practice includes advice on cross-border tax obligations and the impact of corporate transactions on such compensation arrangements. Sinead also counsels clients on corporate governance issues that arise with respect to compensation plans and arrangements and prepares disclosure to be included in proxy statements, Form 10-Ks and Form 8-Ks.

Representative Legal Matters

  • Advised several US public companies on compliance with Dodd-Frank CEO Pay Ratio rule and assisted with preparation of required proxy disclosures.
  • Counseled numerous US public and private companies on the impact of US tax reform (Tax Cuts and Jobs Act, 2017) on their equity and executive compensation arrangements.
  • Advised on all aspects of the design and implementation of a non-employee director compensation policy and deferred fee program for US Fortune 500 companies, with US and non-US resident directors.
  • Drafted omnibus stock incentive plans and proxy proposals for US and non-US multinational companies for global equity offerings, including advice on issues arising under Code Sections 409A, 162(m) and 422, the Dodd-Frank Act and Section 16 of the Exchange Act, as well as corporate governance, stock exchange listing and global offering requirements.
  • 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.
  • 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.
  • Assisted US multinationals with multijurisdictional tax and securities law compliance for equity awards in corporate merger, spin-off and IPO transactions, including drafting and implementation of post-transaction equity plans and executive severance and change in control arrangements.

Professional Associations and Memberships

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

Admissions

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

Education

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

Languages

  • English