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 employee stock ownership plans (ESOPs). With 18 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. She also advises private equity funds in acquiring companies and implementing equity incentive arrangements across their platform companies.

Furthermore, Marcia counsels clients on minimization of fiduciary liability, including counseling boards and compensation committees on implementation of proper plan governance practices. She has significant experience representing plan sponsors and fiduciaries in connection with Department of Labor (DOL) and Internal Revenue Service (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).


  • Bespoke Capital to combine with Vintage Wine EstatesJones Day is advising Bespoke Capital Acquisition Corp., a TSX listed special acquisition company ("BCAC"), on its business combination with Vintage Wine Estates, one of the fastest growing U.S. wine producers.
  • Montauk Renewables completes IPO and dual listing in United States and South AfricaJones Day represented Montauk Renewables, Inc. in connection with its domestic initial public offering of Common Stock with a U.S. primary listing (Nasdaq: MNTK) and South African secondary listing (JSE: MKR).
  • Conagra Brands sold Peter Pan® peanut butter brand to Post Holdings, Inc.Jones Day advised Conagra Brands, Inc. in the sale of its Peter Pan® peanut butter business to Post Holdings, Inc., a consumer packaged goods holding company.
  • USI Insurance Services acquires Inland InsuranceJones Day advised USI Insurance Services in its acquisition of Washington-based Inland Insurance, an independent risk management and employee benefits agency.
  • American Pacific Group acquires Eu NaturalJones Day advised American Pacific Group in the acquisition of Eu Natural, a provider of vitamin and mineral nutritional supplement products.
  • DataBank acquires zColoJones Day advised DataBank, a leading provider of enterprise-class colocation, connectivity, and managed services, in connection with the acquisition and financing of zColo, including certain U.S. and European data center assets, from Zayo Group Holdings, Inc.
  • American Pacific Group acquires Fresche SolutionsJones Day advised American Pacific Group, a San Francisco-based private equity firm, in its acquisition with Northstar Capital of Fresche Solutions, a leading provider of digital transformation and application modernization solutions.
  • USI Insurance Services acquires Venneberg Insurance, Inc.Jones Day advised USI Insurance Services in its acquisition of Sitka, Alaska-based insurance agency Venneberg Insurance, Inc.
  • Alcoa to sell rolling mill to Kaiser Aluminum for $670 millionJones Day is advising Alcoa Corporation in the sale of its rolling mill business located in Warrick County, Indiana, to Kaiser Aluminum Corporation for $670 million.
  • Morgan Stanley portfolio company acquires Custom Poly Bag, Inc.Jones Day represented Morgan Stanley Capital Partners in connection with the acquisition and financing by portfolio company PPC Flexible Packaging, LLC of Custom Poly Bag, LLC, a leading manufacturer of custom flexible packaging for bakery, protein, medical, and specialty consumer markets, based in Alliance, Ohio.
  • STERIS acquires Key Surgical for approximately $850 millionJones Day advised STERIS plc (NYSE: STE) in the $850 million acquisition of Key Surgical, a leading global provider of sterile processing, operating room, and endoscopy products, and a portfolio company of Water Street Healthcare Partners, LLC.
  • USI Insurance Services acquires Findley, Inc.Jones Day advised USI Insurance Services, a top 10 insurance broker, in connection with its acquisition of the stock of Findley, Inc., a leading independent human resources and employee benefits consulting firm, providing actuarial, benefits and administrative consulting services to private and publicly held companies, the public sector, and non-profit organizations.
  • USI Insurance Services acquires Hildi IncorporatedJones Day advised USI Insurance Services in its acquisition of Eden Prairie, Minnesota-based Hildi Incorporated, a regional actuarial consulting firm specializing in actuarial retirement plan services, including the design, administration, accounting, and valuation of defined benefit pension plans, including cash balance plans and post-retirement health and welfare plans.
  • UPMC subsidiary Curavi Health combined with CarePointe and U.S. Health Systems to form Arkos HealthJones Day advised University of Pittsburgh Medical Center (UPMC) in the business combination of its subsidiary Curavi Health, Inc. with CarePointe and U.S. Health Systems to form Arkos Health, a company that will provide virtual care solutions and health insights to vulnerable populations across the United States.
  • USI Insurance Services acquires Colburn Group InsuranceJones Day advised USI Insurance Services in its acquisition of Troy, Michigan-based insurance agency Colburn Group Insurance d/b/a Colburn Group.
  • Integrated Medical Professionals sold to Lee Equity PartnersJones Day advised Integrated Medical Professionals, PLLC, a multi-specialty physician group specializing in urology, radiation oncology, and pathology, in its acquisition by Lee Equity Partners.
  • Wright Group sold Shadin Avionics to Gardner Standard LLCJones Day advised The Wright Group in the sale of Shadin, L.P., d/b/a Shadin Avionics, a global leader in aviation electronics (avionic) integration and data management solutions, to Gardner Standard LLC.
  • FirstEnergy subsidiary sold interest in New Jersey hydroelectric facility to Yards Creek Energy LLCJones Day advised Jersey Central Power & Light Company, a regulated utility and subsidiary of FirstEnergy Corp., a diversified energy holding company, on the sale of its 50% undivided interest in the Yards Creek Pumped Storage Hydroelectric Facility (the "Yards Creek Facility") to Yards Creek Energy LLC ("LS Power"), a subsidiary of LS Power Development, LLC.
  • Sequential Technology International sold to APC HoldingsJones Day advised Sequential Technology International LLC, an innovative leader in the software, consulting, and BPO sectors, in its sale to APC Holdings.
  • U. S. Steel executes Option Agreement for potential joint venture with Stelco Inc. to acquire 25% interest in Minntac at enterprise value of $2.4 billionJones Day represented United States Steel Corporation, an integrated steel producer with major production operations in the United States and Central Europe, in connection with the execution of an Option Agreement for a potential joint venture with Stelco Inc., a vertically integrated Canadian steelmaker.
  • Speaking Engagements

    • February 5, 2021
      Entity Structure and Employee Arrangements
    • October 18, 2019
      2019 Executive Compensation and Benefits Symposium (Critical Updates; Maximizing Outcomes in Corporate Transactions)
    • August 13, 2019
      Employee Stock Ownership Plan Transaction Planning
    • February 20, 2018
      Jones Day's 2018 Speaker Series: The Tax Cuts and Jobs Act of 2017
    • October 6, 2017
      2017 Executive Compensation and Benefits Symposium (M&A)
    • 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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