Kelly A. Starr

Kelly Starr guides publicly traded and private companies, governing boards and their committees, executives and management teams through all aspects of executive compensation and employee benefits matters.

Combining in-house human resources experience with 30 years in private practice, she negotiates a variety of executive agreements, drafts contracts, compensation plans and collaborates with clients for maximum results.

Kelly’s collaborative approach and depth of experience help clients avoid legal missteps and manage the full spectrum of benefit and compensation plans. Companies lean on her to manage executive transitions with little disruption, negotiate executive and employee benefit arrangements in acquisitions and provide executive compensation and employee benefit programs that are user-friendly and compliant. On the executive side, Kelly negotiates on their behalf and provides guidance and context through transitions.

Bringing peace of mind through her practical guidance and technical know-how, Kelly helps clients negotiate executive agreements, including severance, retirement, restrictive covenant and ascension arrangements, as well as compensation plans and executive compensation issues related to M&A deals. Recognizing the negotiating parties may need to preserve their future relationship, she is mindful to keep negotiations professionally collaborative.

Kelly also counsels a variety of employers on all aspects of employee benefits, including qualified and non-qualified retirement plans. She guides clients through the drafting of plan documents and participant communications, compliance issues such as plan governance, government filings, correction actions and plan design changes, and handles vendor contract review.

Experience

• Represented a management team of a PE-owned consulting company being sold to a publicly traded company. The members of the management team each had ownership interest in the seller, as well as an employment relationship. Payment terms and restrictive covenants were key issues along with future roles and the contractual terms around them.
• Advised an executive being hired onto an executive team with the expectation of becoming the CEO by a predetermined date. Contractual enforcement mechanisms for progression of the CEO role were key, along with other contractual terms.
• Guided a large management team of a publicly traded company to a significantly larger publicly traded company in the same industry. Various team members took new roles with the buyer, others took temporary roles followed by separation and some team members discontinued employment. Each executive was focused on treatment of equity-based compensation awards, severance protection, and restrictive covenants.
• Guided executive through a separation, after one year in a new executive role, which involved terms of a sizable forgivable loan that had been part of sign-on compensation.
• Represented a special committee of a board in negotiating and drafting a transition agreement for a retiring CEO, addressing a mismatch in treatment of existing incentive compensation at retirement.