Sinead Kelly

Sinead M. Kelly

Baker & McKenzie LLP


Sinead Kelly is a partner in the Firm's Global Equity Services Practice Group in San Francisco who focuses her practice on global equity compensation and US executive and employee compensation matters. She has over 10 years of experience advising multinational public and private companies on the design, implementation and global compliance requirements for their equity compensation and incentive plans, as well as significant experience advising on executive compensation arrangements. Ms. Kelly is a member of the State Bar of California, the Law Society of England and Wales, the American Bar Association, the National Association of Stock Plan Professionals and the Global Equity Organization. She has been repeatedly recognized by Legal 500 as a leading lawyer for executive compensation and employee benefits.

Practice Focus

Ms. Kelly assists US and non-US public and private companies with equity and incentive compensation matters involving securities law compliance, tax structuring, corporate governance, disclosure and other regulatory requirements, as well as cross-border tax obligations, the impact of corporate transactions and the drafting of equity and incentive plans and agreements. She also focuses her practice on the design, modification, administration and governance of nonqualified deferred compensation arrangements, executive and director compensation plans, severance and departure agreements and international compensation programs.

Representative Legal Matters

  • Advised non-US public company on US federal and state securities law registration and other requirements for offering of deferred equity awards to US resident executives.
  • Drafted omnibus stock incentive plans 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 US public company on drafting and implementation of Code Section 162(m)-compliant annual cash incentive plan.
  • Advised on design, drafting and global implementation of Code Section 423/non-423 employee stock purchase plans for several 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.
  • Analyzed and advised on solutions for compliance with equity award tax obligations for globally mobile employees in US and non-US jurisdictions.
  • Counseled US multinational on the US and non-US tax and treaty issues with the offering of a deferred compensation plan to non-US resident directors.

Professional Associations and Memberships

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


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


  • University of California, Hastings College of the Law (LL.M.) (2003)
  • Queen's University Belfast (LL.B.) (2000)


  • English
  • French
  • German