Sinead Kelly

Sinead M. Kelly

Baker & McKenzie LLP


Sinead Kelly is a partner in the Firm's Compensation practice. She advises on U.S. 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, 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 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 the National Center for Employee Ownership. She has been recognized by Legal 500 as a leading lawyer for Executive Compensation and Employee Benefits.

Practice Focus

Sinead advises U.S. and non-U.S. 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-U.S. tax and regulatory requirements for plans implemented globally, with key consideration of market best practices and relevant accounting rules. She regularly advises on cross-border tax obligations and the impact of corporate transactions on equity and other compensation arrangements. Sinead also advises on and assists public companies with compensation disclosure to be included in proxy statements, Form 10-Ks and Form 8-Ks.

Representative Legal Matters

  • Drafted multiple omnibus stock incentive plans and proxy proposals for U.S. Fortune 500 companies, including advice on issues arising under Code Sections 409A, 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 a non-employee director compensation policy and deferred fee program for two U.S. Fortune 500 companies, with U.S. and non-U.S. resident 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 U.S. multinationals.

  • Assisted several U.S. public companies with preparation of executive compensation disclosures, CEO pay ratio and other compensation disclosures in their annual proxy statements.

  • Prepared performance-based equity arrangements for CEO and other executive officers of multiple U.S. publicly traded companies.

  • Analyzed trends and best practices for change in control and severance benefits and designed executive severance agreements for a privately-held U.S. company.

  • Advised a non-U.S. public company on U.S. federal and state securities law registration and Code Section 409A and 457A requirements for offering of deferred equity and compensation arrangements to U.S. resident executives and directors.

  • Assisted U.S. 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.

  • Assisted several cryptocurrency businesses with the novel tax, securities law and regulatory issues associated with using cryptocurrency as compensation in the U.S. and globally, as well as with the design and drafting of cryptocurrency compensation 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


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


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


  • English