J. Shane Starkey
Clients enjoy working with Shane on executive compensation matters because he is responsive, efficient and practical.
Shane represents more than 15 public companies with market caps between $30 million and $60 billion on executive compensation matters. He addresses similar compensation issues across various industries and identifies best practices as they evolve.
As a result, he is well positioned to provide a concise legal analysis, along with alternative and creative approaches to common questions. Shane leverages this experience to drive cost-effective solutions in a predictable and transparent manner.
Shane handles a large spectrum of matters, including equity- and cash-based incentive plans; director compensation programs; employment, change-in-control and severance agreements; SEC disclosures (including proxy statements, Forms 8-K and Forms 4); compensation policies (including stock ownership, anti-hedging, clawbacks, risk assessments, etc.); deferred compensation plans; and tax planning (including the golden parachute rules).
He also helps private companies navigate the compensation “tune-up” phase of the IPO process, manages compensation programs for portfolio companies owned by private equity firms, and represents management teams in private equity buyouts.
What Clients Have to Say
Here’s what the marketplace says about Shane in Chambers USA: America’s Leading Lawyers, where he is listed in Band 1 for Executive Compensation:
- “subject matter expert on executive compensation and always has the right answer on the first phone call”
- “an excellent executive compensation attorney” who is “as smart as anyone, very practical and extremely available”
- “very practical and experienced attorney who delivers the very best advice”
- “easy to work with and comes up with good, creative solutions"
- "expert in executive compensation matters and a thought leader in that space”
- “an excellent reputation in the area of executive compensation as a good client relationship person”
- “very calm and cool; he never gets rattled and is good to work with”
- “a very capable lawyer in advising on executive compensation. I was very impressed by his work and his knowledge”
In 2016, Shane was selected by BTI Consulting Group as a “BTI Client Service All-Star,” based on a survey of over 300 corporate counsel at the world’s leading companies.
Shane has the poise and confidence to engage with compensation committee members and top executives.
He is a leader in the local business community, having served as partner-in-charge of Thompson Hine’s Cincinnati office (the firm’s second largest) for 10 years and in top board positions for various nonprofits in the region.
Management of Legal Spend
Shane understands the budget challenges clients face and helps them manage their legal spend. When appropriate, he partners with clients to develop flat fees for specific projects, such as drafting equity plans or reviewing SEC disclosures, and annual fixed fees for routine work.
- 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.
- “ISS Issues New Voting Policy Guidance in Light of COVID-19 Pandemic,” Thompson Hine COVID-19 Update, April 2020
- Quoted, “Executive Pay 2018: How does your pay compare to the bottom half of your company?” WCPO, May 2018
- “Ohio Supreme Court Case Erodes Certainty of Bright-Line Test for Ohio Residency,” Thompson Hine Tax Update, July 2015
- "Thoughts on Say-On-Pay Frequency," Securities Law 360, November 2010
- "Ignore Client Service at Your Peril," CBA Report, September 2010
Shane is a frequent speaker at national and regional meetings on executive compensation topics, including at events sponsored by the National Association of Stock Plan Professionals and the Association of Corporate Counsel.
- Chambers USA: America's Leading Lawyers for Business, Employee Benefits & Executive Compensation, 2006 to 2021
- Selected for inclusion in The Best Lawyers in America© 2010-2021 in the fields of Employee Benefits (ERISA) Law, Litigation-ERISA, Litigation and Controversy-Tax, and Tax Law; named the Best Lawyers® 2021 Litigation and Controversy-Tax "Lawyer of the Year in Cincinnati, and 2015-2020 Litigation-ERISA "Lawyer of the Year" in Cincinnati
- Recognized as a BTI Client Service All-Star, 2016
- Selected to the Ohio Super Lawyers list, 2013-2021
- Named a Cincy Leading Lawyer by Cincy Magazine
- Listed in The Legal 500 United States for Executive Compensation, 2012 to 2014
- Cincinnati Business Courier's "Forty Under 40" Class of 2005; Selection Committee (2009 to 2012)
- ArtsWave, Executive Committee (2019-present), Board of Directors (2013-present)
- United Way of Greater Cincinnati, Board of Directors (2011-2017)
- Cincinnati May Festival, Chair (2013-2015); Board of Directors (2004-2018)
- University of Cincinnati College of Law, Board of Visitors (2011-2019)
- Learning Through Art, Inc., Chairman (2003-2012); Board of Directors (2001-2015)
- Leadership Cincinnati USA, Class 33
- Cincinnati Chamber Orchestra, Executive Committee (2004-2007); Board of Directors (2002-2007)
- Business Volunteers for the Arts, Class of 2000; Steering Committee (2002-2005)
- Tax Committee of the Cincinnati Bar Association, Chairman (2008)
- Southwestern Ohio Tax Institute, Chairman (2005); Committee (2000-2004)
- Cincinnati Academy of Leadership for Lawyers, Class VIII (2004)