Bio

Sheri Adler advises boards, compensation committees, and companies on executive and director compensation matters. She designs and documents equity incentives, cash bonus arrangements, employee stock purchase plans, and deferred compensation plans. Sheri also negotiates individual contractual arrangements with C-suite executives, including employment, retention, change in control, severance, and separation agreements. Sheri is particularly experienced in working with public companies, guiding her clients at the intersection of complex securities, disclosure, tax, and governance frameworks. She provides extensive support to public companies each year in connection with their proxy statements for annual shareholder meetings, and helps them navigate a constantly evolving disclosure landscape. Additionally, Sheri supports clients on the employee benefits and compensation aspects of their key transactions, including mergers and acquisitions, financing events, spinoffs, divestitures, and initial public offerings. She negotiates transaction agreements, counsels on 280G golden parachute issues, prepares compensation-related disclosure documents, and implements post-closing executive compensation arrangements. Sheri plays an active role within the firm, where she is known for her consensus-building and solution-oriented approach. She serves in a leadership role within her practice group, focusing on innovative ways to contribute to associates’ professional development through hands-on training programs, mentorships, and client-facing practice opportunities. Sheri also serves as a co-founder of the Executive Compensation and Securities Subgroup, an internal group that fosters cross-collaboration between intersecting practice groups within the firm. Sheri frequently writes and speaks on executive compensation topics. She has spoken on panels hosted by the Practising Law Institute (PLI), Tax Executives Institute, National Association of Stock Plan Professionals (Philadelphia Chapter), and Society for Corporate Governance (Middle Atlantic Chapter), and has appeared as a guest on podcasts hosted by TheCorporateCounsel.net and CompensationStandards.com. Representative matters may include engagements before joining Troutman Pepper.