Mark Holdsworth is a partner in the Executive Compensation & Employee Benefits Department.  Mark focuses on the executive compensation and employee benefits-related aspects of mergers, acquisitions, public offerings, restructurings, spin-offs and other corporate transactions, including equity compensation and golden parachute arrangements. Mark’s experience includes representation of private equity funds in the negotiation of executive equity, employment, change-in-control, retention and separation agreements, as well as individual executives and management teams in connection with private equity buyouts. 

Mark advises clients on the design, implementation and administration of executive compensation and employee benefits arrangements, including stock option and other equity-based programs, incentive arrangements, nonqualified deferred compensation arrangements and change-in-control, severance and retention programs, and related tax, legal and regulatory compliance considerations.

Mark also regularly advises public clients on SEC reporting and disclosure requirements applicable to executive compensation and employee benefits arrangements.

Mark has been recognized as a leading practitioner by New York Super Lawyers (2011-2017).

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Prior to joining Willkie, Mark was a partner at Lowenstein Sandler LLP and special counsel at Cadwalader, Wickersham & Taft LLP. 

  • "The SEC and Other Federal Agencies Issue Joint Proposed Rules on Incentive-Based Compensation at Large Financial Institutions," The Investment Lawyer (August 2006, co-author) 
  • The CapStreet Group and portfolio company HungerRush in the acquisition of HungerRush by Corsair
  • Black Knight Energy, a private energy company formed to pursue the acquisition and development of large, cash flowing oil and natural gas assets across the lower 48 states, and its management team in its $500 million equity commitment from Kayne Anderson Capital Advisors
  • FIS, a global leader in financial services technology, in multiple transactions, including:
    • FIS in its $42 billion merger with Worldpay, Inc., the largest fintech deal ever
    • FIS in its acquisition of SunGard, a leading financial software company, in a deal valued at $9.1 billion
  • Anaqua, the leading provider of innovation and IP management, in its sale to Astorg, a leading European private equity firm
  • FFL Partners and its portfolio companies in multiple transactions, including:
    • FFL Partners and its portfolio company EyeCare Partners, a leading medical vision services provider, in the sale of ECP to Partners Group
    • Midwest Dental, a portfolio company of FFL Partners, in Midwest Dental’s sale to Smile Brands Inc.
    • FFL Partners, through its portfolio group Laurel Solutions, in the cross-border acquisition of Servelec Technologies, a market-leading UK provider of remote telemetry units, secure SCADA systems and business optimization software
  • American International Group in its agreement to sell a 76.6 percent interest in Fortitude RE to The Carlyle Group and Tokyo-based T&D Holdings for approximately $1.8 billion
  • Aquiline and Togetherwork on the sale of group management software and payments provider Togetherwork to GI Partners
  • Leading record retrieval provider Ontellus, a portfolio company of The CapStreet Group, in its acquisition by Aquiline Capital Partners
  • Highline Aftermarket Investments, LLC, a majority-owned subsidiary of The Sterling Group, in its acquisition by Pritzker Private Capital
  • HungerRush™, a CapStreet portfolio company, in its acquisition of OrdrAI™, a leading text and voice ordering provider for the restaurant industry
  • Time Manufacturing Company/Versalift, a portfolio company of The Sterling Group, in its acquisition of market-leading composite service body manufacturer BrandFX Holdings, LLC
  • Aquiline Capital Partners in its acquisition of Relation Insurance Services, one of the largest independent insurance brokers in the United States, from private equity firms Parthenon Capital and Century Equity Partners
  • Axiom management in a strategic investment from Permira funds
  • USI, Inc. in transaction with Hennessy Capital Acquisition Corp II, a SPAC, valued at $348.5 million
  • Tornier N.V., a designer, manufacturer and marketer of joint replacement devices, in its $3.3 billion merger with Wright Medical Group, Inc.
  • Cerberus and its affiliates in the sales of Guilford Mills, Inc. and Titan Television Broadcast Group*
  • Veronis Shuler Stevenson in its sale of Ipreo Holdings LLC to Kohlberg Kravis & Roberts & Co, L.P.*
  • U.S. Treasury in the sale of certain assets of General Motors Corporation to New GM*
  • U.S. Treasury in the sale of a controlling interest in Chrysler's assets to Fiat S.p.A.*
  • Pfizer Inc. in its acquisition of Wyeth and the sale of its consumer healthcare business to Johnson & Johnson*
  • The Bear Stearns Companies Inc. in its acquisition by JP Morgan Chase & Co.*

* Mark advised on these matters at his prior firm.



Georgetown University, M.A., 1995 Albany Law School, J.D. (cum laude), 1994 Lehigh University, B.S., 1990

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