Thomas P. Desmond

Thomas Desmond guides senior executives, management teams, boards, public and private companies and nonprofits through leadership transitions and compensation-related issues, providing balanced, customized solutions that address legal obligations, career and business goals and stakeholder interests.

Tom counsels clients on executive compensation, structures tailored incentive plans, negotiates executive employment, incentive, and severance packages, and aligns compensation programs with his clients’ strategic priorities. Clients also rely on Tom for advice on corporate governance and fiduciary duties surrounding executive leadership, compensation and other matters of strategic importance.

When CEOs and other C-suite leaders find themselves in transition, whether caused by a transaction, a new opportunity, retirement, involuntary separation, board appointments or consulting arrangements, they seek Tom’s counsel on planning, contractual, disclosure and relationship considerations. He advises executives, boards and committees in leadership succession planning, corporate governance matters and shareholder relations, balancing legal requirements and risks, addressing his clients’ business needs and helping them achieve their objectives. With decades of experience on all sides of executive employment and compensation issues, Tom readily grasps the challenges and finds solutions.

Experience

• Since 2023, successfully guided numerous public and private management teams from the initiation of a sale process through the liquidity event with private equity and public company buyers, providing advice, counsel and negotiation assistance regarding exit proceeds and going-forward rollover investments, equity incentives and employment arrangements.
• Advised CEOs and other senior executive in the airline, banking, investment management, insurance, healthcare (including nonprofits), pharma, consumer products, and other industries on job changes, including promotions, movement to another opportunity, planned retirements, involuntary departures and negotiation of new employment and separation agreements. Unique circumstances arising in these engagements include structuring to address noncompetition considerations, navigating disclosure and other timing considerations, use of special retention awards, inducement and make-whole compensation and opportunities for post-retirement equity award vesting.
• Guided public companies, boards and compensation commitments with respect to compensation-related proxy statement and other SEC disclosures, achieving successful shareholder votes with respect to “say-on-pay” and approval of equity-incentive plans.
• Assisted several closely held private companies in designing, structuring and implementing substantial equity and cash-based long-term incentive and retention programs enabling the companies to attract and retain the next generation of leaders.
• Counseled a number of former CEOs and C-Suite executives with respect to consulting and operating partner arrangements with PE firms and other entities and appointments to public and private company boards, with a focus on elements concerning equity-based compensation, non-compete and other restrictive covenants and termination.