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

  • Chosen as a 2013-2017 Washington DC Super Lawyer in the area of Employment and Labor
  • Selected by Northern Virginia Magazine in 2016 as a top lawyer in the area of tax (for his work on executive compensation)
  • Recommended in the 2016 and 2017 editions of The Legal 500 United States in the labor and employment: employee benefits and executive compensation
  • Selected by Washingtonian magazine in 2007-2015 as one of the top lawyers in Washington DC in the area of tax (for his work on executive compensation)
  • 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."

Publications & News


January 25, 2018

WilmerHale Reps WorkMarket in Acquisition by ADP

On January 22, 2018, ADP® announced the acquisition of WorkMarket, a leading cloud-based workforce management solution provider that allows companies to build and manage an integrated workforce across W-2 employees, 1099 contractors, vendors and other types of workers.

January 12, 2018

Tax Act: New Opportunity to Defer Income from Certain Private Company Equity Grants

The new Section 83(i) of the tax code, enacted as part of the Tax Act, allows certain private company employees to elect to defer, solely for income tax purposes and for a period of up to five years, the income attributable to stock received upon the exercise of compensatory options or the vesting of restricted stock units (RSUs) on or after January 1, 2018.

January 12, 2018

Tax Act: Deductibility of Executive Compensation After Tax Reform

Section 162(m) of the tax code generally disallows the deduction of compensation in excess of $1 million paid by a public company to a “covered employee” in any single taxable year. The Tax Act makes the following changes to Section 162(m):

January 12, 2018

Tax Cuts and Jobs Act Summary

On December 22, 2017, President Trump signed sweeping tax reform legislation (H.R. 1) into law. The new law, commonly known as the Tax Cuts and Jobs Act, makes significant changes to the Internal Revenue Code that will have an impact on individuals, pass-through businesses, corporations, tax-exempt organizations, executive compensation and international taxation.

December 6, 2017

WilmerHale Represents Regal Entertainment Group in Signing of Definitive Agreement to Be Acquired by Cineworld Group PLC

Regal Entertainment Group announced that it has entered into a definitive merger agreement with Cineworld Group PLC for Cineworld, the UK's largest cinema operator.

November 30, 2017

WilmerHale Represents AM General in Commercial Plant Acquisition by SF Motors

WilmerHale client AM General has sold its commercial assembly plant in Mishawaka, Indiana to SF Motors, an electric vehicle clean mobility company.

October 6, 2017

WilmerHale Represents Navient in $155M Acquisition of Earnest

Navient, a leading provider of asset management and business processing solutions, announced it has entered into an agreement to acquire Earnest, a leading financial technology and education finance company.

September 28, 2017

WilmerHale Represents CIRCOR in $855M Acquisition of Colfax’s Fluid Handling Business from Colfax Corp.

CIRCOR International, Inc.—a leading provider of flow control solutions and other highly engineered products for markets including oil & gas, aerospace, power, process and general industrial—announced that it has signed a definitive agreement to acquire Colfax Fluid Handling (CFH) from Colfax Corporation for approximately $855 million including cash, newly issued CIRCOR shares, and the assumption of pension plan liabilities linked to the CFH business.

August 4, 2017

WilmerHale Represents Fortive in Acquisition of Industrial Scientific Corporation

On July 27, 2017, Fortive Corporation (NYSE: FTV) announced that it signed a definitive agreement to acquire Industrial Scientific Corporation, a leading provider of portable gas detection equipment and a safety-as-a-service pioneer.

August 3, 2017

WilmerHale Represents Navient in Acquisition of Duncan Solutions

Navient, a leading asset management and business processing services company, announced the acquisition of Duncan Solutions, a transportation revenue management company serving municipalities and toll authorities.

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

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