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J. ShaneStarkey


O 513.352.6737

J. ShaneStarkey


Focus Areas

Executive Compensation

  • 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 meetings on executive compensation topics, including at events sponsored by the National Association of Stock Plan Professionals and the Association of Corporate Counsel.

  • Selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, Employee Benefits & Executive Compensation, Ohio, 2006-2024
  • Selected for inclusion in The Best Lawyers in America® 2010-2024 for Employee Benefits (ERISA) Law, Litigation-ERISA, Litigation & Controversy-Tax and Tax Law
  • Named the Best Lawyers® 2015-2020, 2023 and 2024 Litigation-ERISA “Lawyer of the Year” in Cincinnati
  • Named the Best Lawyers® 2023 Tax Law “Lawyer of the Year” in Cincinnati
  • Named the Best Lawyers® 2021 and 2023 Litigation & Controversy-Tax “Lawyer of the Year in Cincinnati
  • Selected to the Ohio Super Lawyers list, 2013-2024
  • Recognized as a BTI Client Service All-Star, 2016
  • Named a Cincy Leading Lawyer by Cincy Magazine
  • Recommended in The Legal 500 in Employee Benefits and Executive Compensation, 2012 to 2014, 2023, 2024
  • Recognized in Cincinnati Business Courier’s “Forty Under 40” Class of 2005; Selection Committee member, 2009-2012

Community Activities

  • ArtsWave, Executive Committee, 2019 to present; Board of Directors, 2013 to present
  • University of Cincinnati College of Law, Board of Visitors, 2011-2019
  • Cincinnati May Festival, Chair, 2013-2015; Board of Directors, 2004-2018
  • United Way of Greater Cincinnati, Board of Directors, 2011-2017
  • 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

Professional Activities

  • Tax Committee of the Cincinnati Bar Association, Chairman, 2008
  • Cincinnati Academy of Leadership for Lawyers, Class VIII, 2004
  • Southwestern Ohio Tax Institute, Chair, 2005; Committee, 2000-2004


  • University of Florida College of Law, LL.M., 1997,


  • University of Cincinnati College of Law, J.D., 1995
  • Wittenberg University, B.A., 1992,
    magna cum laude

Bar Admissions

  • Ohio