Sectors
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Kelsey A. O'Gorman

Senior Counsel

Kelsey A. O'Gorman

Senior Counsel

Kelsey A. O’Gorman is a member of the firm’s Employee Benefits & Executive Compensation Practice. She counsels public and private companies and investment fund sponsors on a broad range of executive compensation and employee benefit matters with practical, market-informed advice.

Her practice is specifically focused on the following areas:

  • Executive Compensation. Designs cash incentive, equity, phantom equity, and deferred compensation programs that align incentives with business goals and market trends; drafts and negotiates executive employment, severance, and change in control agreements.
  • Public Company Disclosures. Drafts and reviews proxy statements, periodic reports, and beneficial ownership reports with legal compliance and shareholder messaging in mind; provides practical advice on proxy advisory firms’ voting policies.
  • Tax and Securities Law Compliance. Counsels clients with regard to complex 409A and 280G issues and federal securities law and Blue Sky compliance for equity awards
  • Qualified Retirement Plans. Counsels clients on all aspects of tax qualified retirement plans, including plan design changes, requirement amendments, fiduciary duties, operational errors, and plan terminations.
  • Private Fund ERISA Compliance. Advises investment fund sponsors on ERISA Title I compliance in connection with fund formation, including plan asset analysis and VCOC/REOC structuring.
  • Transaction Support. Provides employee benefit and executive compensation support on corporate transactions, including mergers and acquisitions, SPAC transactions, spin-offs, initial public offerings, and financing transactions, including preparation of 280G mathematical analyses.

Affiliations

  • Wisconsin Bar Association
  • Milwaukee Bar Association
December 17, 2025 Foley Viewpoints

ISS and Glass Lewis Executive Compensation Benchmark Policy Updates for the 2026 Proxy Season

Both Institutional Shareholder Services, Inc. (ISS) and Glass Lewis & Co., Inc. (Glass Lewis) recently released updates to their proxy...
November 14, 2025 Foley Viewpoints

Better Late Than Never: IRS Announces 2026 Retirement Plan Cost-of-Living Adjustments

On November 13, the Internal Revenue Service (IRS) released Notice 2025-67, which contains the new dollar limitations for retirement...
July 24, 2025 Deals and Wins

Foley Represents HeroDevs in $125M Strategic Growth Investment from PSG

Foley & Lardner LLP represented HeroDevs, a provider of security and compliance solutions for deprecated open-source software, in securing a $125 million strategic growth investment from PSG, a growth equity firm focused on software and technology-enabled services companies. Existing investor Album also participated in the round.
July 10, 2025 Events

Mandatory Roth Catch-up

Join Foley’s upcoming webinar on mandatory Roth catch-up contributions effective January 1, 2026. Learn how the new rules impact high earners, what guidance exists, and practical tips for plan compliance.
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June 20, 2025 Foley Viewpoints

Tricky Compliance Issues for Companies When an Executive Terminates Employment: 409A Applicability to Severance

Understand the key differences between Section 409A exempt and compliant severance benefits, and how each impacts tax treatment, flexibility, and compliance obligations when executives terminate employment.
May 12, 2025 Honors and Awards

Foley Earns Honorable Mention in Merger & Acquisitions' Middle-Market Deals of the Year

Foley & Lardner LLP earned an honorable mention in Mergers & Acquisitions' 2025 Middle-Market Deals of the Year for advising Ora, a leading global full-service ophthalmic drug and device development firm, in its 2024 recapitalization by The Vistria Group.