As a member of Davis Polk & Wardwell’s Executive Compensation and Employee Benefits Practice Group, Mr. FitzGerald works closely with the firm’s Corporate Department on matters involving executive compensation and employee benefits, both in the ordinary course of clients’ business and in the context of mergers and acquisitions, new ventures, and restructurings. He has extensive experience in structuring employment agreements, equity compensation, performance incentives, deferred compensation, change in control protections, and management participation in buyouts and new ventures. He has considerable experience in domestic and international M&A across a variety of sectors. He also works extensively with the firm’s Investment Management Group and Derivatives Group in structuring financial products and investment funds to include participation by management personnel and pension plans.

Mr. FitzGerald’s recent publications include “UBTI: A Primer for Private Investment Funds” (PLI 2005); “Public Company CEO Compensation: A Review of the Recent Reforms,” Tax Management Compensation Planning Journal (TMCPJ) (April 2004); “Structuring Hedge Funds for Benefit Plan Investors,” TMCPJ (February/March 2003); and A Guide to Broker-Dealer Regulation (S. Lofchie) (Ch. 5, ERISA section) (2000 and 2004 ed.).

Mr. FitzGerald joined Davis Polk in 1997 and became a partner in 2000.

Mr. FitzGerald graduated from Cornell University in 1987 and in 1991 received his J.D. from Brooklyn Law School, where he was an executive editor of the law review.

He was an associate at Fried, Frank, Harris, Shriver & Jacobson from 1991 to 1995 and at Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop) from 1995 to 1997.