J. Shane Starkey
Partner in Charge, Cincinnati
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 also leads our Executive Compensation team and regularly advises public companies and senior executives on a wide spectrum of executive compensation matters.
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.
Shane is a frequent speaker at national and regional conferences on executive compensation topics.
- 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.
- 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
- "Executive Compensation – Outlook for 2010," October 2009
- "Executive Compensation – Outlook for 2009," January 2009
- "New Tax Rules are Creating Work for Firms," Cincinnati Business Courier, June 2007
- "Tax Treatment of Employee Stock Options in Mergers and Acquisitions," 90 Tax Notes 1231, February 2001
- "Incentives for Investment in Enterprise Zones," OSBA Corporate Counsel News, Fall 1999
- "Dealing with 'Say on Pay' & Other Shareholder Initiatives," Thompson Hine Premier Client Summit, Washington, DC, May 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 2009
- "2010 Proxy and Executive Compensation Pre-Season Preview," WMACCA Chapter of the Association of Corporate Counsel, Washington, DC, November 2009
- "The Economy and Your Stock Plans: New Approaches to Granting and Paying Out Equity Awards," 2009 NASPP 17th Annual Conference, San Francisco, November 2009
- "Bonuses and Other Compensation Practices Under FIN 48," ALI-ABA Executive Compensation: Strategy, Design and Implementation, New York, June 2009
- "Equity Deferral Programs: Do They Still Make Sense?", 2008 NASPP 16th Annual Conference, New Orleans, October 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, October 2007
- "Keys to Managing Your Section 409A Compliance Program," Thompson Hine Premier Client Summit, Washington, DC, May 2007
- "Current Issues in the Taxation of Social Clubs," Western Conference on Tax Exempt Organizations, Los Angeles, November 2001
- "Risk Management and Executive Compensation," Southwest Ohio Chapter of the Association of Corporate Counsel, Cincinnati, September 2012
- "Deducting Bonuses and Other Incentive Compensation," Tax Executives Institute, Cincinnati (February 2012) and Columbus, Ohio, February 2012
- "Preparing for the Next Proxy Season from the Inside Out – Perspectives from Both In-house and Outside Counsel," NASPP Ohio Chapter Meeting, Cincinnati, August 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 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, September 2010
- "Highlights from Two Hot Topics – Section 409A Compliance and the Proxy Season," NASPP Ohio Chapter Meeting, Covington, Kentucky, March 2008
- "Practical Guidance on 409A Compliance and the Upcoming Proxy Season," Cincinnati Bar Association Corporate Counsel Committee, Cincinnati, November 2007
- "Executive Compensation Update," Greater Cincinnati Compensation and Benefits Association, Cincinnati, September 2007
- "The Die is Cast – Final 409A Regulations Impact Employment and Severance Agreements," Thompson Hine Labor & Employment Law Update, Cincinnati, May 2007
- "Section 409A – The Calm Before the Storm," Cincinnati Chapter of the Tax Executives Institute, Wilmington, Ohio, March 2007
- "Section 409A Update," 19th Annual Cincinnati Employee Benefits Conference, Cincinnati, June 2006
- "Recent Developments in Executive Compensation: What Every HR Professional Needs to Know," Thompson Hine Labor Law Seminar, Cincinnati, May 2005
- "Executive Compensation: No Longer Business As Usual," Cincinnati Business Courier Roundtable Series, Cincinnati, January 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, May 2004
- "Partnerships, LLCs and LLPs," Cincinnati, November 2003
- "Mergers Involving Disregarded Entities," 43rd Annual Southwestern Ohio Tax Institute, Cincinnati, December 2002
- "Corporate Tax Shelter Update," Cincinnati Chapter of the Tax Executives Institute, Cincinnati, October 2002
- "Sales and Acquisitions of S Corporations," 42nd Annual Southwestern Ohio Tax Institute, Cincinnati, December 2001
- "Tax Treatment of Compensatory Stock Options in the Sale of Acquisition of a Business," 41st Annual Southwestern Ohio Tax Institute, Cincinnati, December 2000
- "Buying and Selling a Business in Ohio: Tax Considerations," Cincinnati, July 2000
- Chambers USA: America's Leading Lawyers, Executive Compensation, 2006 to 2019
- The Best Lawyers in America, 2010 to 2020; recognized as Lawyer of the Year in 2015 to 2020
- Recognized as a BTI Client Service All-Star, 2016
- Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine, 2013 to 2019
- 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, Board of Directors (2013-present)
- United Way of Greater Cincinnati, Board of Directors (2011-2017)
- Regional Economic Development Initiative (REDI) Cincinnati, Board of Directors (2014-present)
- Cincinnati May Festival, Chair (2013-2015); Board of Directors (2004-present)
- 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
- Trends in Teacher Compensation - A Symposium for Educators, Co-Chairperson (2010)
- Cincinnati Chamber Orchestra, Executive Committee (2004-2007); Board of Directors (2002-2007)
- Fine Arts Fund Grants Program. Grant Allocation Committee (2005-2007)
- 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)
- National Association of Stock Plan Professionals
Executive Pay 2018: How does your pay compare to the bottom half of your company? - Long-awaited disclosure lands without drama
May 17, 2018