Sinead Kelly

Sinead M. Kelly

Baker & McKenzie LLP


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.

Practice Focus

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.

Representative Legal Matters

  • 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.

  • Drafted omnibus stock incentive plans and proxy proposals for multiple US 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 US Fortune 500 companies, with US and non-US 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 US multinationals.

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

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

  • 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.

  • Assisted several cryptocurrency businesses with the novel tax, securities law and regulatory issues associated with using cryptocurrency as compensation in the US 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 (now University of California, College of the Law) (LLM) (2003)
  • Queen's University Belfast (LLB) (2000)

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