Kelly C.

Simoneaux

Kelly has extensive experience counseling public and private clients on a variety of compensation-related matters, including: advising boards and management on equity-based and other incentive plans and arrangements (annual bonus plans, stock option and restricted stock plans, phantom equity plans, and employee stock purchase plans), executive employment and change of control agreements, and deferred compensation arrangements; advising companies, directors, and executives on SEC compliance and disclosure requirements (proxy statement disclosures focused on executive compensation and corporate governance, Section 16 reporting and liability, Section 13 beneficial ownership reporting, Rule 10b5-1 plans, and insider trading); advising companies on executive compensation and equity award issues in merger and acquisition transactions; and advising public companies on corporate governance issues arising under state and federal law, SEC rules, NYSE and NASDAQ listing standards, as well as current governance trends and policies of institutional investors.

She also advises companies and executives on the federal tax rules applicable to executive compensation, including Section 409A governing deferred compensation, the Section 162(m) deduction limitation on compensation paid by public companies, Section 423 governing certain employee stock purchase plans, and Section 280G related to change of control related payments.

Kelly represents clients in a variety of industries, including banking and financial services, mining, energy, oil and gas, healthcare, insurance, and telecommunications. In addition, her clients include public companies, large, multi-national companies and smaller reporting companies, private companies, private equity firms and their portfolio companies, and individual executives.