Marcia C.Kelson


Pittsburgh + 1.412.394.9563

Marcia Kelson focuses on complex benefit and compensation matters, including those arising in connection with corporate acquisitions, dispositions, mergers, pension de-risking, and ESOPs. With 17 years of experience, she has counseled hundreds of plan sponsors, fiduciaries, and administrators on legal issues pertinent to employee benefit plans and the entities that maintain them. This includes advising public, private, and nonprofit clients with respect to the structuring, drafting, and administration of qualified and nonqualified retirement plans, equity-based compensation, and other similar plans and programs. In addition, Marcia regularly drafts and negotiates employment, severance, retention, and change of control agreements.

Marcia has worked with clients in a wide range of industries, including insurance, food packaging, food/snacks, medical technology, communications infrastructure, energy, data center services, publishing, agricultural, granite, and retail pharmacy. In addition, she regularly advises private equity funds in acquiring companies and implementing equity incentive arrangements across their platform companies.

Marcia also counsels clients on minimization of fiduciary liability, including counseling boards and compensation committees on implementation of proper plan governance practices. Furthermore, she has significant experience representing plan sponsors and fiduciaries in connection with DOL and IRS filings, reviews, and investigations.

Marcia is a member of the board of directors of Propel Schools Foundation, a Pittsburgh-based charter school, and is a graduate of Leadership Pittsburgh XXXI. She is also a member of the National Center for Employee Ownership (NCEO) and the National Association of College and University Attorneys (NACUA).


  • Parsons Corporation completes $500 million IPO on NYSEJones Day represented Newport Trust Company, as trustee and independent fiduciary of the Parsons Employee Stock Ownership Plan, in connection with the $500 million initial public offering of Common Stock on the NYSE by Parsons Corporation.
  • Nutrien acquires Van HornJones Day advised Nutrien Ltd. in its acquisition of Van Horn, Inc., a leading U.S. retailer and agricultural services provider located in central Illinois.
  • Western Allegheny Capital acquires Oberg IndustriesJones Day advised Western Allegheny Capital in connection with the acquisition and related financing of Oberg Industries, a full-service contract manufacturer of precision machines and stamped components located in Pittsburgh, Pennsylvania.
  • Ohio Transmission acquires Tape Industrial Sales, Inc.Jones Day advised Ohio Transmission Corporation in its acquisition of Tape Industrial Sales, Inc., a company specializing in supplying manufacturers with paint, powder and sealant/adhesive application and fluid management equipment.
  • USI Insurance Services acquires JRG Advisors, LLCJones Day advised USI Insurance Services in its acquisition of Wexford, Pennsylvania-based employee benefits services firm, JRG Advisors, LLC.
  • Tekni-Plex acquires Lameplast SpAJones Day acted as co-counsel to Tekni-Plex, Inc. in its acquisition of Lameplast SpA, an Italian healthcare packaging company, from Milan-based private equity firm Aksìa Group.
  • USI Insurance Services acquires Employee Benefit Concepts, Inc.Jones Day advised USI Insurance Services in its acquisition of Employee Benefit Concepts, Inc., one of the largest employee benefit consulting and human capital management firms in western New York.
  • Misonix acquires Solsys Medical, LLC for $109 millionJones Day advised Misonix, Inc. in its acquisition of Solsys Medical, LLC, a privately held regenerative medical company, in an all-stock transaction valued at approximately $109 million.
  • USI Insurance Services acquires Chernoff Diamond & Co., LLCJones Day advised USI Insurance Services in its acquisition of New York-based retirement, benefits and risk management advisory firm, Chernoff Diamond & Co., LLC.
  • Diversified global manufacturer of industrial components amends and restates existing revolving credit facilityJones Day represented a diversified global manufacturer of industrial components in connection with the amendment and restatement of its existing revolving credit facility. The amendment will provide a five-year, $1.3 billion credit facility, which is comprised of a $900 million revolving credit facility, a $100 million term loan A facility, and a $350 million delayed draw term loan facility. In addition, the amendment allows an increase by a maximum aggregate amount of up to $200 million and includes an option to incur an additional $250 million in term loan B debt.
  • PPC Flexible Packaging acquires HFM PackagingJones Day represented Morgan Stanley Capital Partners and its portfolio company, PPC Flexible Packaging, LLC, in PPC’s acquisition and related financing of HFM Packaging Ltd., a market leader in the production of flexible packaging using labels as peel and reseal closures for personal care markets.
  • USI Insurance Services acquires GFI Insurance BrokerageJones Day advised USI Insurance Services, a world leader in insurance brokerage and risk management, in its acquisition of GFI Insurance Brokerage, Inc.
  • LendingTree acquires ValuePenguin for $105 millionJones Day advised LendingTree, Inc. in its $105 million acquisition of Value Holding Inc., the parent company of, a personal finance website that conducts in-depth research and analysis on a variety of topics from insurance to credit cards.
  • DataBank acquires LightBoundJones Day advised DataBank in connection with the acquisition and related financing of LightBound, an Indianapolis-based provider of colocation, Internet, voice, network, and cloud services.
  • NEP Group acquires Broadcast Sports International, LLCJones Day advised NEP Group in its acquisition of Broadcast Sports International, LLC, a leading provider of radio-frequency audio-visual solutions to the live sports and broadcast television industry.
  • PPC Flexible Packaging acquires Temkin InternationalJones Day represented Morgan Stanley Capital Partners and its portfolio company, PPC Flexible Packaging, LLC (“PPC”), in PPC’s acquisition and related financing of Temkin International, LLC and the assets of Temkin Packaging Colombia S.A.S. (together, “Temkin”).
  • Conagra Brands acquires Pinnacle Foods for $10.9 billion in cash and stockJones Day advised Conagra Brands, Inc. in connection with the acquisition and related financing of Pinnacle Foods Inc. in a $10.9 billion merger.
  • NEP Group acquired by Carlyle Global PartnersJones Day advised the NEP Group, Inc., a Pittsburgh-based global leader in outsourced technical production for producers of live sports, entertainment, music and corporate events, in connection with the acquisition by Carlyle Global Partners of a majority stake in NEP Group.
  • NEP acquires Fletcher Group, LLCJones Day advised NEP Group in its acquisition of Fletcher Group LLC, a Chicago-based company that provides high-end specialty ultra-slow motion and robotic camera systems in the sports and entertainment industry.
  • Connell Limited Partnership sells Anchor Danly and AWC Manufacturing to Hidden Harbor Capital PartnersJones Day represented Connell Limited Partnership in connection with its sale of Anchor Danly and AWC Manufacturing, manufacturers and distributors of industrial tooling and metal fabrication services to tool and mold companies, to Hidden Harbor Capital Partners.
  • Speaking Engagements

    • February 20, 2018
      Jones Day's 2018 Speaker Series: The Tax Cuts and Jobs Act of 2017
    • June 22, 2017
      Execution of a Successful Pension Risk Transfer Transaction, Jones Day New York
    • September 25, 2015
      2015 Critical Updates in Executive Compensation and Benefits, ERISA Updates (Fiduciary Issues, Pension Risk)
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