J. Shane Starkey

Practices

• Tax
• Corporate Transactions & Securities

Professional Experience

Shane is the Partner-in-Charge of the Cincinnati office and is a member of the firm's Tax and Corporate Transactions & Securities groups. He joined the firm in 1997.

Executive Compensation

Shane leads the firm's executive compensation team. He regularly advises public companies and senior executives on a wide spectrum of executive compensation matters. For example:

• Equity and Incentive Plans. He helps clients understand the laws, listing requirements and voting guidelines that impact equity and cash incentive plans, and helps them analyze and implement evolving best practices, such as stock ownership or retention guidelines. He also structures equity and incentive awards to qualify for the exemption to the $1 million deduction cap on executive pay.
  
• Transactions. He plays an essential role in mergers and acquisitions and is often hired as special executive compensation counsel for significant corporate transactions, including several major spin-offs. He also helps clients understand and manage the related golden parachute excise tax issues.
  
• Employment, Change-in-Control and Severance Arrangements. He prepares employment, change-in-control and severance arrangements for senior executives, including CEOs, and represents companies and compensation committees in negotiating these arrangements.
  
• Disclosure Requirements. He helps public companies comply with the disclosure rules for executive compensation programs, including the "real-time" disclosures on Form 8-K, the Compensation Discussion & Analysis and related proxy statement compensation tables, and risk assessments.
  
• Shareholder Proposals. He helps clients analyze, manage and respond to shareholder proposals on executive compensation, including proposals to limit severance pay or supplemental retirement benefits.
  
• Deferred Compensation. He prepares deferred compensation and other supplemental retirement programs for executives and directors (and their related funding mechanisms) and provides guidance on complying with the tax restrictions of Section 409A.
  
• Compensation Committees. He serves as special counsel to compensation committees in connection with the design, negotiation and adoption of various executive and director compensation arrangements.
  
• Dodd-Frank Act. He advises public companies on the compensation and corporate governance requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, including how to manage the "say-on-pay" advisory voting requirements, implement claw-back policies and respond to the other disclosure and governance provisions of the Act.

Shane is a frequent speaker at national and regional conferences on executive compensation topics.

Other Transactional Experience

In addition, Shane advises clients on the tax and legal issues related to a wide range of business transactions. For example, he structures and negotiates mergers, acquisitions, dispositions, spin-offs, financings, like-kind exchanges, joint ventures and other strategic alliances for public and private companies. He also advises nonprofit organizations on the legal, tax and corporate governance implications of a broad variety of matters, including executive compensation plans, strategic alliances and financings.

Education

• University of Florida College of Law, LL.M., 1997, Taxation
• University of Cincinnati College of Law, J.D., 1995
• Wittenberg University, B.A., 1992, magna cum laude

• Thoughts on Say-On-Pay Frequency · Securities Law 360 · November 2, 2010
• Ignore Client Service at Your Peril · CBA Report, September 2010
• Executive Compensation - Outlook for 2010, October 26, 2009
• Executive Compensation - Outlook for 2009, January 23, 2009
• New Tax Rules are Creating Work for Firms · Cincinnati Business Courier, June 8, 2007
• Tax Treatment of Employee Stock Options in Mergers and Acquisitions · 90 Tax Notes 1231, February 29, 2001
• Incentives for Investment in Enterprise Zones · OSBA Corporate Counsel News, Fall 1999

• National Presentations
• Dealing with “Say on Pay” & Other Shareholder Initiatives, Thompson Hine Premier Client Summit; Washington, D.C., May 6, 2013
• The Economy and Your Stock Plans: New Approaches to Granting and Paying Out Equity Awards, Recap of the 2009 National NASPP Conference - NASPP CT and NY/NJ Chapters, December 18, 2009
• 2010 Proxy and Executive Compensation Pre-Season Preview, WMACCA Chapter of the Association of Corporate Counsel, Washington, D.C., November 17, 2009
• The Economy and Your Stock Plans: New Approaches to Granting and Paying Out Equity Awards, 2009 NASPP 17th Annual Conference, San Francisco, California, November 12, 2009
• Bonuses and Other Compensation Practices Under FIN 48; ALI-ABA Executive Compensation: Strategy, Design and Implementation, New York, New York, June 18, 2009
• Equity Deferral Programs: Do They Still Make Sense?; 2008 NASPP 16th Annual Conference, New Orleans, Louisiana, October 24, 2008
• Avoid the Post-Deadline "Oops" - Identify and Correct Arrangements Affected by Section 409A Before It's Too Late, 2007 NASPP 15th Annual Conference; San Francisco, California, October 11, 2007
• Keys to Managing Your Section 409A Compliance Program, Thompson Hine Premier Client Summit; Washington, D.C., May 17, 2007
• Current Issues in the Taxation of Social Clubs, Western Conference on Tax Exempt Organizations, Los Angeles, California, November 2001
• Regional Presentations
• Risk Management and Executive Compensation, Southwest Ohio Chapter of the Association of Corporate Counsel, Cincinnati, Ohio, September 20, 2012
• Deducting Bonuses and Other Incentive Compensation, the Tax Executives Institute; Cincinnati, Ohio (February 6, 2012), Columbus, Ohio (February 7, 2012)
• Preparing for the Next Proxy Season from the Inside Out – Perspectives from Both In-house and Outside Counsel, NASPP Ohio Chapter Meeting, Cincinnati, OH, August 23, 2011
• Overview of the Executive Compensation and Corporate Governance Provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act and the 2011 Updates to ISS's Voting Policies on Executive Compensation, Michigan and Ohio NASPP Chapters, December 9, 2010
• Executive Compensation Aspects of the Dodd-Frank Wall Street Reform and Consumer Protection Act - What You Need to Know When Working with Your Compensation Committee, NASPP Ohio Chapter Meeting, Cincinnati, OH, September 7, 2010
• Highlights from Two Hot Topics - Section 409A Compliance and the Proxy Season; NASPP Ohio Chapter Meeting, Covington, Kentucky, March 12, 2008
• Practical Guidance on 409A Compliance and the Upcoming Proxy Season; Cincinnati Bar Association Corporate Counsel Committee, Cincinnati, Ohio, November 28, 2007
• Executive Compensation Update, Greater Cincinnati Compensation and Benefits Association, Cincinnati, OH, September 27, 2007
• The Die is Cast - Final 409A Regulations Impact Employment and Severance Agreements, Thompson Hine Labor & Employment Law Update; Cincinnati, Ohio, May 24, 2007
• Section 409A - The Calm Before the Storm, Cincinnati Chapter of the Tax Executives Institute, Wilmington, Ohio, March 26, 2007
• Section 409A Update, 19th Annual Cincinnati Employee Benefits Conference; Cincinnati, Ohio, June 16, 2006
• Recent Developments in Executive Compensation: What Every HR Professional Needs to Know, Thompson Hine Labor Law Seminar; Cincinnati, Ohio, May 25, 2005
• Executive Compensation: No Longer Business As Usual, Cincinnati Business Courier Roundtable Series; Cincinnati, Ohio, January 20, 2005
• Deferred Compensation Update, Columbus Chapter of the Tax Executives Institute; Columbus, Ohio, October 2004
• Executive Compensation Update, Cleveland Chapter of the Tax Executives Institute, Cleveland, Ohio, May 13, 2004
• Partnerships, LLCs and LLPs, Cincinnati, Ohio, November 12, 2003
• Mergers Involving Disregarded Entities; 43rd Annual Southwestern Ohio Tax Institute, Cincinnati, Ohio, December 2002
• Corporate Tax Shelter Update; Cincinnati Chapter of the Tax Executives Institute, Cincinnati, Ohio, October 2002
• Sales and Acquisitions of S Corporations, 42nd Annual Southwestern Ohio Tax Institute, Cincinnati, Ohio, December 2001
• Tax Treatment of Compensatory Stock Options in the Sale of Acquisition of a Business, 41st Annual Southwestern Ohio Tax Institute, Cincinnati, Ohio, December 2000
• Buying and Selling a Business in Ohio: Tax Considerations, Cincinnati, Ohio, July 2000

• Chambers USA: America's Leading Lawyers, Executive Compensation, 2006-2012
• Best Lawyers in America, 2010-2013
• Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine in 2013