R. Scott Kilgore


Kilgore, R. Scott

R. Scott Kilgore is an experienced corporate lawyer with a practice focused on the representation of companies and executives in matters involving employment (particularly with respect to executives), executive compensation and employee benefits. He has represented individuals, startups and domestic and multinational corporations in a variety of transactions and has provided valuable advice relating to employees and compensation, including ERISA, tax and securities counseling.

Mr. Kilgore regularly drafts and negotiates employment, retention, severance and parachute agreements for employers and individuals, both as a part of transactions and as individual advice. He designs, and advises on the implementation of, executive, equity and deferred compensation programs. Mr. Kilgore represents domestic and multinational corporations in the employment and benefits issues arising from acquisitions, dispositions and public offerings. He provides or oversees multidisciplinary advice relating to employees or compensation, including ERISA, tax and securities counseling, as well as the web of employment and disclosure laws that govern the workplace. Mr. Kilgore's clients range in size from individual executives to start-ups to multinational corporations.

Honors & Awards

  • Lead local partner in what Corporate Intl Magazine designated as the 2014 "Executive Compensation Law Firm of the Year" in Washington DC
  • Recognized as a Washington DC leader in employee benefits and executive compensation in the 2009-2013 editions of Chambers USA: America's Leading Lawyers in Business. In 2011, he was designated a Notable Practitioner and credited for his efficiency, for the breadth of his practice and for being "extremely knowledgeable."
  • Chosen as a Washington DC Super Lawyer in the area of Employment and Labor in 2013, 2014 and 2015
  • Selected by Washingtonian magazine in 2007-2013 as one of the top lawyers in Washington DC in the area of tax (for his work on executive compensation)

Publications & News


November 20, 2015

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code and applied the limitation to CFOs of certain smaller public companies. Since the release of IRS Notice 2007-49, practitioners have understood that the deduction limitation applies only to compensation paid to a public company’s CEO and its three most highly compensated individuals (other than the CEO or CFO) and that, by a quirk of cross-referencing between the Code and the Securities and Exchange Commission’s (SEC) compensation disclosure rules, Section 162(m) does not apply to compensation paid to the company’s CFO, irrespective of the SEC reporting regime applicable to the public company. However, in a Chief Counsel Advice (CCA) legal memorandum issued on August 24, 2015 (and made publicly available in late October), the IRS concluded that the compensation paid to the principal financial officer of a “smaller reporting company” can, in certain circumstances, be subject to the deduction limitation of Section 162(m).

October 22, 2015

Navient Acquires Xtend Healthcare

Navient announced that it is leveraging its asset recovery and business process outsourcing capabilities into the fast-growing health care payments sector with the acquisition of Xtend Healthcare.

October 20, 2015

WEX Inc. Announces Definitive Agreement to Acquire Electronic Funds Source LLC

WEX Inc. announced it entered into a definitive agreement to acquire Electronic Funds Source LLC (EFS) for a total consideration of approximately $1.1 billion in cash and 4.0 million shares of common stock to be issued to investment funds affiliated with Warburg Pincus, EFS’ current owner.

April 2, 2015

Final Section 162(m) Regulations Clarify Transition Rules for Newly Public Companies and the Per Participant Limit Requirement

Following the issuance of proposed regulations in June 2011, the Internal Revenue Service issued final regulations on March 30, 2015 clarifying certain exceptions to the compensation deduction limitation imposed by Section 162(m) of the Internal Revenue Code.

February 4, 2015

Staples, Inc. Announces Acquisition of Office Depot, Inc.

Staples, Inc. and Office Depot, Inc. announced today that the companies have entered into a definitive agreement under which Staples will acquire all of the outstanding shares of Office Depot.

October 8, 2014

Actavis to Acquire Durata Therapeutics, Inc.

On October 6, 2014, WilmerHale client Durata Therapeutics announced that it had entered into a definitive merger agreement with Actavis plc under which a subsidiary of Actavis will commence a tender offer to acquire all of the outstanding shares of Durata common stock.

June 9, 2014

WilmerHale Representing Analog Devices in Pending Acquisition of Hittite Microwave Corporation

WilmerHale is representing its longtime client Analog Devices, Inc., a global leader in high-performance semiconductors for signal processing applications, in its proposed acquisition of Hittite Microwave Corporation.

April 25, 2014

WilmerHale Attorneys Recognized in Annual Washington DC Super Lawyers Listing

The annual edition of the Washington DC Super Lawyers magazine, published by The Washington Post Magazine, released its 2014 listing which includes 37 WilmerHale attorneys.

December 2, 2013

Washingtonian Magazine Names 14 WilmerHale Attorneys to "Best Lawyers" List

May 24, 2013

Chambers USA 2013 Final Results Announced

Chambers USA: America's Leading Lawyers for Business today announced its final rankings for the 2013 edition, in which 93 WilmerHale lawyers and 44 firm practice areas have been recognized as leading in their field.

Recent Highlights

  • Drafting and negotiating the key employment and compensation documents on behalf of the management team in a $3 billion acquisition of a financial services firm
  • Representing a major media company and a health claims auditing firm with respect to executive compensation and senior executive employment matters
  • Advising a large government and defense contractor on employment and benefits issues in a major acquisition
  • Providing human resources and benefits guidance to a student loan manager with respect to acquisitions and dispositions
  • Advising companies with respect to multistate downsizings and layoffs, including WARN Act and severance issues

Professional Activities

Mr. Kilgore is a member of the business, tax (executive compensation) and labor sections of the American Bar Association and the National Association of Stock Plan Professionals. He was the Moderator of the Executive Compensation and Employee Benefits Forum on Counsel Connect, an online forum for lawyers, from 1994 to 1998.


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JD, University of Virginia School of Law, 1985, Member, Virginia Law Review; Order of the Coif

BA, summa cum laude, Virginia Tech, 1982

Bar Admissions


District of Columbia