Womble Bond Dickinson added Katherine Smith to its Houston office as a partner in the corporate and securities practice group. Smith advises public companies, boards and executive teams on the design, negotiation and disclosure of executive and director compensation, work central to both corporate transactions and securities reporting.
Much of Smith’s practice addresses the compensation and benefits dimensions of corporate transactions. She advises on the executive compensation 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. Large-scale and cross-border deals often turn on compensation and benefits issues that can otherwise stall a transaction, and resolving them is central to her work. For companies preparing to go public, Smith builds the compensation and governance framework a newly public company requires, and she regularly continues as counsel after the offering closes.
On the governance side, Smith counsels publicly traded clients on the questions that define modern compensation practice. She prepares proxy statement disclosure and advises boards on say-on-pay and shareholder approval matters. When a company faces scrutiny over executive pay, whether from a difficult advisory vote, an SEC inquiry or the positions of proxy advisory firms, Smith develops the response and helps strengthen its practices going forward. That counsel rests on a command of the tax rules shaping compensation design, including Sections 409A, 162(m) and 280G of the Internal Revenue Code.
“Executive compensation has become a discipline of its own for public companies, and clients increasingly need it to be handled as a core part of their corporate and securities work rather than an offshoot of benefits,” Matt Sweger, the firm’s corporate and securities practice group co-leader, said. “Kat brings exactly that depth, and her experience guiding companies through their most demanding compensation decisions will be a real asset to our clients.”
Smith added, “Womble’s reach gives me a platform to serve clients wherever their deals take them, which matters in a practice like mine that runs across domestic and cross-border transactions. Just as important, I’ll be working next to a corporate and securities team that already operates at a high level, and that combination was hard to pass up.”
Smith earned her J.D. from New York Law School and her B.A. from the University of Kentucky.
