Amy Pocino Kelly

Amy provides benefits and executive compensation counseling to assist clients in integrating, changing, or terminating benefits plans. During and after mergers and acquisitions, she oversees due diligence reviews of benefit plans and handles executive compensation for key management. She also supervises the design and implementation of retention agreements and analysis of the application of Sections 280G and 409A of the Internal Revenue Code. Collaborating with management, in-house counsel, members of boards of trustees, consultants, and board compensation committees, she helps develop equity compensation and executive plans and agreements. She also represents senior management teams in merger and acquisition transactions, including leveraged buyouts.

In addition, Amy counsels clients on plan governance and fiduciary obligations, including investment issues and prohibited transactions. To keep clients in compliance with US federal rules, she helps them identify and correct administration or document failures in accordance with the IRS Employee Plan Compliance Resolution System. She also guides them in analyzing and fixing fiduciary failures under the DOL’s voluntary correction program.

Amy is also sometimes called in by other firms as a consultant on the employee benefits, employment, and labor issues that arise in their clients’ transactions.

Amy regularly speaks on employee benefits topics at external and co-hosted events and presentations, and in Morgan Lewis–hosted webinars, roundtables, and events. To help organizations committed to education, human rights, the arts, athletics, and low income and unhoused people, Amy provides pro bono employee benefits advice and counseling. She also serves as a member of certain committees of the Board of Directors of Women Against Abuse.