Stephen P.Coolbaugh (Steve)


Cleveland + 1.216.586.7226

Steve Coolbaugh is a trusted, business-focused executive compensation lawyer with more than 15 years of experience. Executive compensation continues to be in the cross-hairs of intense scrutiny from all directions, and Steve helps clients achieve their executive compensation objectives by designing, implementing, and socializing stock- and cash-based pay arrangements for directors, executives, and other participants or by helping them complete significant corporate transactions.

Steve has been on the front lines of the key compensation developments throughout his practice, including Sarbanes-Oxley, compensation disclosure reform, and the Dodd-Frank Act. He recently represented more than 125 Firm clients (including 30 Fortune 500 companies), working on more than 75 incentive plans, 20 mergers/spin-off transactions, and 110 proxy statement (or similar) disclosures. Steve also has worked on more than a dozen compensation-related litigation matters for clients. As a result, he has significant experience helping companies navigate the complex minefield of legal compliance, disclosure requirements, and stakeholder scrutiny to achieve their key executive compensation objectives.

Steve solves tough problems for clients, including by answering complex executive compensation questions in light of tax, corporate, and securities law requirements. Steve learns each client's business and needs and studies relevant regulatory and legal developments that drive changes to their executive compensation programs. In addition, he regularly advises clients on Section 16 matters and helps clients document key compensation arrangements, including new or revised stock and cash compensation plans, award agreements, employment contracts, and change in control and severance arrangements.


  • Board of Directors represented in responding to shareholder demand letter regarding compensation-related disclosures in proxy statementJones Day advised a Board of Directors in responding to and resolving a shareholder assertion of breach of fiduciary duty for insufficient disclosure concerning adoption of a proposed incentive compensation plan.
  • ConAgra Foods completes separation into two independent public companiesJones Day advised ConAgra Foods, Inc. (NYSE: CAG) in the separation of the Company into two independent public companies: one comprising its robust consumer portfolio of diverse and leading brands and the other comprising its market leading food service portfolio of innovative frozen potato products.
  • TriMas announces tax-free spin-off of Cequent businessesJones Day advised TriMas Corporation in the tax-free spin-off of 100 percent of its Cequent businesses into a new stand-alone, publicly traded company named Horizon Global Corporation.
  • Reynolds American acquires Lorillard for $27.4 billionJones Day advised Reynolds American Inc. (NYSE: RAI) in its acquisition of Lorillard, Inc. for $27.4 billion and in the related $7.1 billion divestiture to an affiliate of Imperial Tobacco Group and $4.7 billion investment by British American Tobacco, RAI's largest shareholder.
  • SunPower and Total partner to create new global leader in solar industry with $1.4 billion tender offerJones Day advised SunPower Corporation in the completion of the $1.4 billion tender offer by Total for up to 60% of SunPower's outstanding Class A Common Shares and 60% of SunPower's outstanding Class B Common Shares at a price of $23.25/share for each class.
  • Cliffs Natural Resources proposes to acquire Alpha Natural Resources for $10 billionJones Day advised Cliffs Natural Resources Inc. in its proposed acquisition of Alpha Natural Resources Inc. in a cash and stock transaction valued at approximately $10 billion.
  • MTC Technologies is acquired by BAE SystemsJones Day advised MTC Technologies, Inc. in its $450 million acquisition by BAE Systems, Inc.
  • Dana Corporation issues stock to Centerbridge Capital PartnersJones Day advised Dana Corporation, a supplier of axle, driveshaft, structural, sealing and thermal products for global vehicle manufacturers, in the $750 million investment by Centerbridge Capital Partners, L.P.
  • Additional Speaking Engagements

    • December 1, 2015
      2015 Proxy Season Update
    • September 24-25, 2015
      Compensation-Related Tax Updates, Jones Day's 2015 Critical Updates in Executive Compensation and Benefits Symposium
    • September 24-25, 2015
      Stump the Panelists, Jones Day's 2015 Critical Updates in Executive Compensation and Benefits Symposium
    • September 24-25, 2015
      Compensation Design Trends -- Public and Private Companies, Jones Day's 2015 Critical Updates in Executive Compensation and Benefits Symposium
    • September 23-26, 2013
      SEC Reporting and Accounting Basics for Stock Plan Professionals, 21st Annual National Association of Stock Plan Professionals (NASPP) Conference
    • May 15-16, 2013
      Scorecards and Toolkits for Assessing Pay for Performance Alignment, The Conference Board's 2013 Executive Compensation Conference: Achieving and Demonstrating Pay for Performance Alignment
    • October 8-11, 2012
      SEC Reporting and Accounting Basics for Stock Plan Professionals, 20th Annual National Association of Stock Plan Professionals (NASPP)
    • December 6, 2011
      Executive Compensation: Emerging Issues & Preparing for 2012
    • November 1-4, 2011
      Extreme Makeover: Equity Plan Edition, 19th Annual National Association of Stock Plan Professionals (NASPP) Conference
    • November 1-4, 2011
      Risk Mitigation for Stock Compensation, 19th Annual National Association of Stock Plan Professionals (NASPP) Conference
    • September 22-23, 2010
      Risk Mitigation for Stock Compensation, 18th Annual National Association of Stock Plan Professionals (NASPP) Conference
    • April 22, 2010
      Enterprise Risk Management, 2010 Speaker Series
    • February 25, 2010
      More Recent Developments in Executive Compensation: What Clients May be Asking About in Early 2010, Internal Presentation
    • February 8, 2010
      SEC Proxy Disclosure Enhancements: Risk, Compensation and Corporate Governance
    • January 28, 2010
      Executive Compensation, 2010 Speaker Series
    • October 9, 2009
      All is Not Quiet on the Executive Compensation Front: How to Prepare a Client for a Reasoned Defense Against the Current Assault on Executive Compensation, Internal Presentation
    • September 26, 2006
      Breakfast Briefing: The New Executive Pay Disclosures