J. Shane Starkey
Shane is a member of the firm's Tax and Corporate Transactions & Securities groups. He also leads our Executive Compensation team and regularly advises public companies and senior executives on a wide spectrum of executive compensation matters. Shane has worked at Thompson Hine since August 1, 1997. He served the firm as partner-in-charge of the Cincinnati office from April 1, 2010 to April 30, 2020.
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.
- 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, Executive Compensation, 2006 to 2020
- The Best Lawyers in America, 2010 to 2020; recognized as Lawyer of the Year in 2015 to 2020 in the area of Litigation - ERISA (Cincinnati)
- Recognized as a BTI Client Service All-Star, 2016
- Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine, 2013 to 2020
- 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-present)
- 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)
Executive Pay 2018: How does your pay compare to the bottom half of your company? - Long-awaited disclosure lands without drama
May 17, 2018