Andrew Shapiro

Partner
Shapiro Andrew

Andrew Shapiro counsels public and private companies, as well as senior executives, on a broad spectrum of executive compensation and employee benefits matters. Andrew’s practice includes designing and implementing incentive compensation, deferred compensation, employment, retention, change-in-control, severance, and other compensatory and benefits arrangements.

He has extensive experience navigating executive compensation and employee benefits issues in the context of mergers and acquisitions, initial public offerings, and other corporate transactions. He collaborates with clients to structure tailored solutions that align with strategic business goals while ensuring compliance with applicable regulations.

Andrew also provides guidance on securities law matters related to executive compensation, including preparing SEC disclosures for proxy statements, compliance with stock exchange listing standards, and addressing shareholder approval requirements. In addition, he advises public companies (including their board of directors and compensation committees) on a broad range of corporate governance and compliance matters, including matters dealing with proxy advisors.

Experience

Representative Matters

  • Advised a global financial institution on maintenance of its global equity program across 45+ countries
  • Counseled a world-leading specialty insurer (public company) on executive compensation matters in connection with its acquisition, including golden parachute analysis and structuring of retention bonuses for key executives
  • Assisted a food and beverage company through executive compensation and governance considerations in connection with its IPO, ensuring compliance with SEC disclosure obligations and shareholder approval requirements
  • Provided ongoing executive compensation advice to a leading private equity firm, including the design and negotiation of compensation and severance arrangements for portfolio company executives
  • Counseled a private equity firm on negotiating employment agreements, retention bonuses, and equity rollover terms for senior management during the acquisition of a pharmaceutical company
  • Counseled a publicly traded company on compliance with SEC disclosure rules for executive compensation, including preparation of the compensation discussion and analysis (CD&A) section of the proxy statement

Insights

Credentials
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Education

  • J.D. cum laude Fordham University School of Law 2007
  • B.S. summa cum laude Binghamton University, State University of New York School of Management 2003

Bar Admissions

  • New York

Professional Memberships and Activities

  • Member, American Bar Association
  • Member, National Association of Stock Planning Professionals
  • Certified Public Accountant (inactive)

Recognition
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  • The Best Lawyers in America, Employee Benefits (ERISA) Law, New York, 2023 – 2025