Linda E. Rappaport


Linda Rappaport is a partner in the Compensation, Governance & ERISA practice. She focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters.  She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Her practice has a special concentration on corporate governance matters of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees, including matters involving shareholder activism and engagement, CEO and senior management succession and executive compensation design, disclosure and taxation. She also represents individual executives of public companies and private enterprises.

Linda serves as independent counsel to the compensation committees of the Board of Directors of Wells Fargo, State Street and Fannie Mae. She has also regularly represented financial institution clients including Citigroup, Morgan Stanley and Credit Suisse, and corporate clients such as Viacom, Vivendi, Peabody Energy, Alexander’s and Sony Corporation.

Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.

She is a regular speaker for The Wall Street Journal, Director and Boards, The Society of Corporate Secretaries, The Clearing House, The Institute of International Bankers, The Practising Law Institute, And ALI/ABA, among others, and also the author of numerous articles on a variety of corporate governance and executive compensation issues.

Selected Experience

  • Provides financial institution regulatory advice regarding compensation-related governance practices for industry members such as to Citigroup, State Street, Fidelity and Guggenheim, among others
  • Advise Carlyle Group in succession planning for its founders, the employment arrangement for its new co-CEOs and related governance matters
  • Represent non-U.S. corporations, such as AXA, Credit Suisse, UBS, Deutsche Bank, GlaxoSmithKline and Nokia, on international share schemes and employment and compensation matters
  • Designs carried interest and co-investment programs for executives of asset management firms such as Guggenheim Partners and Citigroup Inc., among others 
  • Advises numerous corporate clients in connection with say-on-pay and related shareholder engagement projects, executive compensation design and disclosures, shareholder activism and various governance matters relating to executive management


  • New York University School of Law, J.D., 1977
  • Wesleyan University, B.A., 1974, magna cum laude
Connect With Us