Shannon Skinner Anglin

Shannon Anglin focuses her practice in the area of executive and director compensation and corporate governance, advising clients from a practical business perspective and assisting with design and strategy as well as compliance obligations. Ms. Anglin offers a unique approach to solving clients’ issues by combining a broad background in tax and employee benefits with a deep understanding of corporate governance and securities disclosure.

Ms. Anglin has extensive experience representing public companies from a wide variety of industries and market capitalizations, including direct representation of compensation committees. She also has frequently represented individual executives and senior management from public and private companies in connection with employment, equity, severance and change in control arrangements. Ms. Anglin serves on the firm’s Troubled Asset Relief Program (TARP) Task Force and often advises financial institutions with regard to ever-changing executive compensation issues, including the impact of TARP on compensation arrangements and recent Federal Reserve guidelines on executive compensation.

Examples of compensation and governance matters that Ms. Anglin has handled include:

• Employment/Severance/Change in Control – Negotiating and drafting employment, severance and change in control agreements, as well as advising on the relevant implications when provisions in such arrangements are triggered
• Overall Compensation Design – Advising boards of directors, compensation committees and management with respect to overall compensation design, disclosure and related governance matters for a wide range of companies, including established public companies, companies going public, start-up companies, limited liability companies and partnerships
• Securities Disclosure – Preparing and advising compensation-related securities disclosure documents, including proxy statements, Forms 8-K and Form S-8 prospectus documents
• Equity/Incentive Compensation – Designing, drafting and advising with respect to a variety of equity and incentive compensation arrangements, including omnibus equity compensation plans; stock option, stock appreciation right, restricted stock and performance share plans; annual and long-term incentive plans; phantom equity plans, including restricted stock units and phantom stock arrangements; employee stock purchase plans; and employee retention arrangements
• Tax and Securities Compliance – Providing day-to-day tax and securities advice on any type of compensation program, including Internal Revenue Code Sections 162(m), 409A and 280G, Section 16 of the Securities Exchange Act, and federal and blue sky securities registration issues
• Non-Qualified Plans – Designing, advising and implementing non-qualified retirement arrangements for key executives or senior management, including deferred compensation and supplemental executive retirement plans (SERPs)
• TARP – Advising banks participating in the U.S. Treasury’s TARP on their compensation, public disclosure and governance obligations, including the negotiating of employment and severance arrangements of senior executive officers, risk assessments, redesigning compensation programs to comply with applicable compensation limitations, and revised proxy disclosure and say-on-pay mandates
• Corporate Transactions – Negotiating and advising on executive compensation and employee benefits issues in corporate transactions
• Global Compensation – Designing, drafting and counseling with respect to global compensation programs, including equity compensation arrangements, for both non-U.S. companies with U.S. employees and U.S.-based companies with employees located overseas, and expatriate programs
• Shareholder Litigation – Consulting on shareholder litigation matters relating to executive compensation practices, including issues concerning recovery (“clawbacks”) of incentive compensation payments and securities disclosure
• Fiduciary/Governance – Advising compensation committees and board members with respect to fiduciary and governance considerations, including compensation committee charters and review, approval and oversight of compensation and benefit programs, and risk assessments related to incentive compensation programs
• Director Compensation – Designing and drafting director compensation programs, including payment of cash retainers, meeting fees, equity compensation and deferred compensation
• Stock Ownership – Advising boards of directors and compensation committees with respect to stock ownership and equity plan guidelines

Ms. Anglin is a frequent writer and speaker on the subject of executive compensation, as well as an active member of the ABA Executive Compensation Tax Section Subcommittee, the National Association of Stock Plan Professionals (NASPP) and the National Association of Corporate Directors (NACD), and is a former executive committee member of the IRS-ASPPA Great Lakes Conference. Ms. Anglin earned an LL.M. in Taxation from Georgetown University Law Center in 1999, her J.D., cum laude, from Tulane University Law School in 1998, and a B.A. from Western Carolina University in 1992. She is admitted to practice in Illinois, New York and California.