Katherine Smith

For public companies, few decisions draw more scrutiny than how they compensate the people at the top. Katherine Smith has built her career at the center of those decisions. Her practice focuses on executive compensation and benefits, where she negotiates, designs, and drafts the arrangements that determine how companies reward and retain their executives and directors, and then crafts the disclosure that explains those choices to shareholders and regulators. 

Much of her work sits at the intersection of compensation and corporate transactions. She has guided companies through the executive compensation and benefits aspects of initial public offerings, mergers and acquisitions, and restructurings, with particular depth in the energy sector and in the master limited partnership and Up-C structures common to it. Clients preparing to go public turn to her to build the compensation and governance framework a newly public company will need, and she frequently stays on as counsel once the offering closes. Her transactional practice extends across domestic and cross-border deals, where she identifies and resolves the compensation and benefits issues that can otherwise stall a transaction.

Away from the deal table, Katherine serves as ongoing counsel to publicly traded clients on the questions that define modern compensation governance. She prepares proxy statement disclosure, including Compensation Discussion and Analysis and its accompanying tables, and advises boards on shareholder approval and say-on-pay matters. When a client draws scrutiny, whether from a disappointing vote on executive pay, an SEC inquiry, or the positions of shareholder advisory firms, she develops the response and helps strengthen the company's practices going forward. That counsel rests on a working command of the tax rules that shape compensation design, including Sections 409A, 162(m), and 280G of the Internal Revenue Code.

Katherine works closely with compensation committees, boards, and executive teams, and she has sat on both sides of the negotiating table, representing companies as well as the executives and directors they bargain with. She began her career in New York before building her compensation and benefits practice in Texas. That blend of transactional training and sustained client counseling shapes the practical approach she brings to her work.