Matthew Conway advises on clients’ most sophisticated executive compensation matters, particularly in the context of high-stakes transactions. 

Mr. Conway delivers prompt, practical advice to public and private companies, private equity sponsors and their portfolio companies, and executives on:

  • Employment and separation agreements
  • Retention, equity, and other incentive programs
  • Deferred compensation arrangements

He leverages extensive experience amid evolving market conditions to devise novel approaches to structuring executive incentive and pay packages, bolstering clients’ continuing operations.

A recognized thought leader, Mr. Conway is a contributing author to Bloomberg BNA’s “Section 409A Handbook.”

Mr. Conway’s experience includes advising:

Public and Private Companies

  • Homology Medicines on its merger with Q32 Bio, a clinical-stage biotechnology company developing biologic therapeutics to restore immune homeostasis
  • Watts Water Technologies, a water products manufacturer, on acquiring:
    • Josam, a drainage and plumbing products provider and manufacturer
    • Bradley for US$303 million
  • Frequency Therapeutics on its merger with Korro Bio, a leading RNA editing company focused on the discovery and development of novel genetic medicines
  • EDF Renewables North America on selling a minority stake in PowerFlex
  • MeiraGTx, a clinical-state gene therapy company, on a secured growth financing agreement with Perceptive Advisors for up to US$100 million
  • LogMeIn, a software company, on its US$1.8 billion merger with Citrix’s GoTo Business through a reverse Morris trust transaction
  • Teladoc on its:
    • US$440 million acquisition of Best Doctors, a medical consultation company
    • US$352 million acquisition of Advance Medical, a leading global provider of telehealth services
  • Assurex Health, a developer of genetic tests for diagnosing and treating behavioral and chronic pain conditions, on its US$400 million sale to Myriad Genetics
  • CityMaps, a social mapping service, on its sale to TripAdvisor

Private Capital

  • Level Access, a digital accessibility solutions provider, on acquiring UserWay, a pioneer in accessibility AI technologies
  • SK Capital Partners on acquiring:
    • Milestone Environmental Services from Amberjack Capital Partners
    • Saint-Gobain’s crystals business
    • Valtris Specialty Chemicals
    • SI Group, a developer and manufacturer of phenolic and alkylphenolic resins, alkylated phenols, and other chemical intermediates
  • Platinum Equity on:
    • Its Section 363 acquisition of Hunterstown generation facility and assets from GenOn, an affiliate of NRG Energy, through GenOn chapter 11 cases, as well as its subsequent sale to LS Power
    • Acquiring Augusta Sportswear Brands and Founder Sport Group
    • Acquiring The Cook & Boardman Group from Littlejohn & Co.
    • Its US$2.1 billion sale of BlueLine Rental, an equipment rental company for the construction, commercial, and industrial markets, to United Rentals
    • Its US$1.275 billion acquisition of Jostens, a provider of products, programs, and services for high schools and universities
    • Acquiring Livingston International, a Canada-based provider of customs brokerage, consulting, transportation, freight, and integrated logistics services
    • Acquiring WS Packaging Group, a provider of labels and packaging solutions for consumer packaged goods and pharmaceutical markets
    • Acquiring Pacific Architects and Engineers, a US government contractor providing integrated defense services
  • Gurnet Point Capital on its US$462 million take-private acquisition of Paratek Pharmaceuticals, a commercial-stage biopharmaceutical company focused on developing and commercializing novel therapies for life-threatening diseases, and other public health threats
  • Nordic Capital on investing in Equashield, a leading global provider of closed system transfer devices designed to protect healthcare professionals from exposure to hazardous drugs
  • KKR on:
    • The merger of Level Access and eSSENTIAL Accessibility
    • Its US$1.1 billion acquisition of Capital Safety Group Limited, a UK-based manufacturer and designer of height safety and fall protection equipment
  • Archroma, a sustainable specialty chemicals company and SK Capital Partners portfolio company, on acquiring Huntsman’s textile effects business 
  • A Platinum Equity affiliate on its US$2.5 billion acquisition of Multi-Color Corporation, a provider of label solutions
  • BWAY Corporation, a manufacturer of rigid metal and plastic containers used to package industrial, bulk food, and retail goods, on its US$2.4 billion sale to Stone Canyon Industries
  • Press Ganey Holdings, a provider of patient experience measurement, performance analytics, and strategic advisory solutions, on its US$2.35 billion sale to EQT Partners
  • ArcLight Capital, an infrastructure investment firm, on its US$2.17 billion acquisition of power plants from AEP
  • Landmark Aviation, an operator of fixed base operations and provider of aviation maintenance, repair, and overhaul services, on its US$2 billion sale to BBA Aviation
  • Veyance Technologies, a manufacturer and distributor of automotive components and portfolio company of The Carlyle Group, on its US$1.9 billion sale to Continental
  • Riverstone Holdings on its US$1.5 billion acquisition of an 89% stake in Centennial Resource Production, a developer of oil and gas reserves in the Permian Basin
  • Hellman & Friedman and The Carlyle Group on their US$4.3 billion acquisition of Pharmaceutical Product Development, a contract research organization providing drug discovery, development, and lifecycle management services
  • Capital Safety, a personal protective equipment provider and KKR portfolio company, on its US$2.5 billion sale to 3M
  • The Carlyle Group on acquiring Acosta Sales & Marketing, a full-service sales and marketing agency in the consumer goods industry
  • Applause App Quality, a provider of mobile application quality tools and services, on its sale to Vista Equity Partners

Capital Markets

  • J.P. Morgan, as underwriter, on Ecovyst’s secondary offering of 14 million shares of common stock
  • Centennial Resource Development on its US$487.5 million block trade and US$505 million PIPE offering
  • Allison Transmission on its US$690 million IPO
  • Teladoc on its US$180 million IPO
  • Seres Therapeutics on its US$154 million IPO
  • Aratana Therapeutics on its US$142 million common stock offering
  • Selecta Biosciences in its US$70 million IPO

Bar Qualification

  • District of Columbia
  • New York


  • JD, University of Virginia School of Law, 2008
  • BA in Economics, University of Virginia, 1999