Ian Brown

Senior Counsel

Ian is our senior counsel specialising in executive compensation, share incentives and employment tax work. He has over 15 years’ experience in advising listed and unlisted companies on the design, implementation and operation of their discretionary and all-employee incentive arrangements, including in the context of takeovers, demergers and other corporate activity. His work incorporates the roll-out of these cash and share-based plans across multiple jurisdictions ensuring their legal, tax and regulatory compliance.

Ian has a particular interest in listed companies’ directors’ remuneration reports, having advised a number of major listed companies on the drafting of their directors’ remuneration policies and ensuring that payments made to senior management are in line with those policies. Clients appreciate his robust and commercial advice in this sensitive and increasingly high-profile area. 

His recent work includes acting for: 

  • Ocado on the implementation of their full international suite of executive and all-employee, cash and share-settled, short and long-term incentive arrangements. He advised on plans varying from an annual bonus and bespoke value creation plan for senior management to arrangements delivering share options and free share awards to their wider workforce. Ian’s strong tax background enabled Ocado to deliver all these arrangements to all employees on the most tax-efficient basis available.
  • Whitbread on the adoption of a new directors’ remuneration policy and restricted share plan in which the company’s executive directors can participate.
  • Reckitt Benckiser on the incentive aspects of the recruitment of the Chief Executive Officer, which included drafting bespoke arrangements to buy out awards forfeited at his former employer.
  • Intermediate Capital Group on the renewal of their long-term incentive, deferred bonus and carried interest plans, as well as its directors’ remuneration policy. 

Ian is a member of the Share Plan Lawyers Group and the Employment Law Association and is a regular speaker at internal and external training events and conferences.