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Michael Katz is a partner and Co-Chair of the Executive Compensation & Employee Benefits Department of Willkie Farr & Gallagher LLP. He counsels public and private companies, boards, compensation committees and management on complex executive compensation and employee benefits matters, including tax, securities, and corporate governance.

Michael advises clients on the executive compensation and employee benefits issues arising in strategic mergers, leveraged buyouts, spin-offs, restructurings and other corporate transactions. He addresses issues relating to the treatment of outstanding compensatory equity awards, “golden parachute” excise tax implications under Sections 280G and 4999, and employee benefits-related liabilities, and negotiates post-closing arrangements with senior executives.

Michael advises clients on the design, implementation and administration of executive compensation and employee benefits arrangements, including stock option and other equity-based plans, LLC/partnership interests (such as profits interests), cash-based incentives, retirement plans, nonqualified deferred compensation, and severance and retention programs. He also counsels boards of directors and compensation committees on governance and executive compensation matters.

Michael provides securities law advice relating to executive compensation and employee benefits arrangements, including registration requirements under federal and state securities laws, shareholder approval issues under stock exchange rules, and SEC reporting and disclosure requirements. He works closely with public companies to prepare executive compensation disclosures for annual proxy statements, initial public offerings, merger proxies and other corporate transactions.

Michael also represents private equity clients, companies and individual senior executives in the negotiation of executive employment and separation agreements, and advises management teams in the context of private equity buyouts.

Chambers USA (2019-2026) ranks Michael among the leading practitioners in New York in the area of Executive Compensation & Employee Benefits. The Legal 500 United States has noted that he is “experienced in equity awards, the tax consequences of golden parachutes, and the liabilities associated with employee benefits in contexts such as leveraged buyouts, spin-offs, and corporate restructurings.” Michael is also recognized as one of the 2026 Lawdragon 500 Leading Corporate Employment Lawyers in the practice of Executive Compensation & Benefits. 

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Experience

  • “Executive Compensation Considerations in IPOs,” Practical Law Company, November 2015.

Michael advised on the following matters:

Private Equity and Venture Capital

  • Insight Partners in several hundred seed, venture and growth equity investments
  • Insight Partners and its portfolio companies across platform investments, growth financings and recapitalizations, add-on acquisitions and exits, including:
    • Armis in its $7.75 billion sale to ServiceNow Inc.
    • SimpleNexus in its $1.2 billion sale to nCino
    • Insightful Science in its acquisition of Dotmatics and De Novo Software and Dotmatics in its $5.1 billion sale to Siemens AG
    • the acquisition of Veeam Software for $5 billion and Veeam Software’s subsequent $2 billion secondary offering
    • Veeam Software in its acquisition of Securiti AI for $1.725 billion, and in its acquisitions of Coveware and Kasten
    • Jama Software in its sale to Francisco Partners for $1.2 billion
    • the $1.9 billion sale of Own Company to Salesforce
    • the $2.65 billion sale of Recorded Future to Mastercard Incorporated
    • the sale of Thycotic Software to TPG 
    • the sale of a majority stake in AMCS, an Irish provider of sustainability and waste management software, to EQT Private Equity in a deal valued at roughly $2 billion
    • Conga in its combination with Apttus to create a leading company in digital transformation for commercial operations
    • the sales of Drillinginfo (now Enverus) to Genstar; Achieve3000 to McGraw Hill; eVestment to Nasdaq; Frontline Education to Thoma Bravo; SmartBear Software to Francisco Partners; Syncsort to Clearlake Capital Group; TeamViewer to Permira; and ECi Software Solutions to The Carlyle Group
  • Bridge Growth Partners in connection with:
    • its acquisition of CRGT, Inc. and CRGT’s subsequent merger with Salient Federal Solutions, Inc. to form Salient CRGT, and in Salient CRGT’s later sale to GovernmentCIO
    • its acquisition of Finalsite and the subsequent sale of Finalsite to Veritas Capital
    • its majority equity investments in Solace Systems and BackOffice Associates, and the subsequent sale of Syniti (formerly BackOffice Associates) to Capgemini
  • New Mountain Capital in connection with:
    • its acquisition of DRB Systems from Prairie Capital L.P. and DRB Systems’ sale to Vontier for approximately $965 million 
    • its acquisition of Sparta Systems, Inc. from Thoma Bravo, LLC and the subsequent $1.3 billion sale of Sparta Systems to Honeywell
  • Warburg Pincus in the sales of Slickdeals to Goldman Sachs Merchant Banking Division and Hearst; the Association of Certified Anti-Money Laundering Specialists (ACAMS) to Becker Professional Education; and New Breed Holding Company to XPO Logistics 
  • ITE Management in connection with its acquisition of American Railcar Industries from Icahn Enterprises, and ARI in the subsequent sale of its manufacturing business to Greenbrier Companies
  • Sixth Street and BGH Capital in the approximately $1 billion (NZ$1.62 billion) acquisition of Pushpay Holdings Ltd

Insurance

  • SageSure in its acquisition of GeoVera Advantage Insurance Services, Inc., the managing general agent of GeoVera Insurance Holdings, Ltd., and a related client in its acquisition of GeoVera Insurance Company, GeoVera Specialty Insurance Company, and Coastal Select Insurance Company
  • The Special Committee of The Westaim Corporation (TSXV: WED) in connection with the creation of an integrated insurance and asset management platform by CC Capital and The Westaim Corporation
  • Truist Insurance Holdings in its acquisition of Wellington Risk Holdings
  • RenaissanceRe Holdings Ltd. (NYSE: RNR) in its acquisitions of Tokio Millennium Re and Platinum Underwriters Holdings, Ltd., and in the sale of RenRe Energy Advisors to Munich Re
  • Aspen Insurance Holdings Limited in its $2.6 billion sale to Apollo Global Management
  • Essent Group, Ltd. (NYSE: ESNT), a mortgage guaranty insurance and reinsurance provider, in its acquisitions of Agents National Title Holding Company and Boston National Holdings LLC
  • HCC Insurance Holdings, Inc. in its $7.5 billion sale to Tokio Marine Holdings, Inc.
  • Stone Point Capital in the formation of Private Client Select Insurance Services (PCS) with American International Group (AIG)

Healthcare and Life Sciences

  • Insight Partners in the sale of a majority stake in LeanTaaS to Bain Capital
  • Valtech Cardio in its acquisition by Edwards Lifesciences Corporation
  • Insight Partners and Kinnser Software in the sale of Kinnser to Mediware Information Systems
  • Insight Partners and HealthcareSource in the sale of HealthcareSource to Francisco Partners
  • Vatera Healthcare Partners in its sale of Pearl Therapeutics to AstraZeneca Plc.

Public Company and Strategic M&A

  • Acronis AG in its sale of a majority stake to EQT
  • DigitalBridge Group (NYSE: DBRG) in the $3.2 billion sale of its Wellness Infrastructure business to Highgate Capital Investments and Aurora Health Network
  • American Financial Exchange (AFX) in its acquisition by 7RIDGE
  • Varroc Engineering Ltd. in its €600 million sale of Varroc Lighting Systems to Plastic Omnium
  • CMA CGM Group in its acquisition of two major terminals in the Port of New York and New Jersey from GCT Global Container Terminals Inc. and in its acquisition of most of Ingram Micro’s Commerce & Lifecycle Services business, valued at $3 billion
  • HealthEquity, Inc. (Nasdaq: HQY) in its approximately $2 billion acquisition of WageWorks, Inc., and in its acquisition of Luum, a technology platform for employee commute management
  • Karman Space & Defense (NYSE: KRMN) in Karman’s acquisitions of Seeman Composites, LLC, Material Sciences LLC (MSC), Five Axis Industries, Industrial Solid Propulsion (ISP), and Metal Technology Inc.
  • Men’s Wearhouse in connection with its acquisitions of Jos. A Bank Clothiers and Joseph Abboud
  • Bloomberg L.P. in its acquisition of The Bureau of National Affairs

Initial Public Offerings

  • Cardinal Infrastructure Group (Nasdaq: CDNL) in its approximately $278 million initial public offering
  • Karman Holdings Inc. (NYSE: KRMN), a company specializing in the upfront design, testing, manufacturing, and sale of mission-critical systems for missile and defense, and space programs, in connection with its $506 million initial public offering
  • Fidelis Insurance Holdings Limited (now Pelagos Insurance Capital Ltd) (NYSE: PLGO), a Bermuda-based foreign private issuer, in its initial public offering
  • Hamilton Insurance Group, Ltd. (NYSE: HG) in its initial public offering on the New York Stock Exchange
  • HealthEquity, Inc. (Nasdaq: HQY) in its initial public offering on the NASDAQ Global Select Market
  • Essent Group, Ltd. (NYSE: ESNT) in its initial public offering on the New York Stock Exchange

Take Private Transactions

  • Hudson’s Bay Company (HBC) in its acquisition of Saks Incorporated
  • The Hudson’s Bay Company Shareholder Group in its agreement with HBC to take the company private
  • MedAssets Inc. in connection with the $2.7 billion take-private transaction with Pamplona Capital Management
  • Insight Partners in the take-private acquisitions of Quest Software for $2 billion and E2open, and E2open’s take-private acquisition of Amber Road

Management Representations

  • Pluralsight’s management team in connection with the take-private acquisition of Pluralsight by Vista Equity Partners
  • Management team of Goodnight Midstream in the acquisition by TPG Capital of a majority stake in Goodnight
  • Senior management of Advantage Sales & Marketing (ASM) in Apax Partners’ sale of a majority stake in ASM to Leonard Green & Partners and CVC Capital Partners
  • Management team of Pharmaceutical Product Development in take private transaction by The Carlyle Group and Hellman & Friedman 

Credentials

Education


Fordham University School of Law, J.D., 1994 Brandeis University, B.A., 1991

Bar Admissions


New York New Jersey