Heather Brookfield

Heather’s practice focuses on the executive compensation aspects of public and private company M&A and capital markets transactions, as well as executive compensation and employee benefits matters for private and public companies throughout the corporate lifecycle. She has considerable experience advising founders, general counsels and boards of companies on executive compensation issues arising in the context of financings, mergers and acquisitions, initial public offerings, liquidity programs and other corporate transactions.

Heather’s work includes counseling on the design, drafting, implementation and maintenance of equity and phantom equity plans, retention, change in control and other incentive compensation plans and programs, nonqualified deferred compensation plans, employment agreements and severance programs and agreements.

Heather counsels public and private companies of all sizes regarding a wide range of compensation-related legal, regulatory and governance issues arising under the Internal Revenue Code (including Section 409A and 280G), federal and state securities laws, stock exchange listing standards, institutional investor voting policies and ERISA. Heather assists public companies with compensation and equity plan disclosures for proxy and other applicable securities filings, employee communications and public announcements.

While in private practice, Heather completed a secondment at Uber’s headquarters as in-house compensation and benefits counsel to negotiate and resolve compensation-related issues arising in numerous significant acquisitions, investments and divestitures.