Rodger has been involved in the share scheme industry since the 1990s, and leads our Employee Share Incentives team.

He advises public, private and international companies on a wide range of matters relating to employee share participation and incentivisation. Rodger also has a particular interest in wider executive compensation issues, and frequently assists clients on a variety of associated corporate governance matters.

Areas of practice include:

Admitted

1997: Scotland

Relevant experience

Employee Share Schemes

Designing, drafting and implementing the full range of tax-advantaged and “unapproved” share plans.
Designing and implementing other forms of incentivisation arrangements including cash bonus plans and phantom share option schemes.
Advising on the implementation and operation of employee benefit trusts.
Providing advice on the corporation tax, accounting (including IFRS 2) and transfer pricing issues relating to employee share schemes.
Assisting with the compliance aspects of equity incentive arrangements, including reporting obligations and PAYE/ NIC matters.
Advising on the share scheme aspects of major corporate transactions
Advising Nucleus Financial Group plc on the share scheme aspects of its 2021 recommended takeover by James Hay Holdings Limited.
Advising Capricorn Energy plc on the incentive aspects of a variety of returns of capital during 2023 and 2024.
Advising IndigoVision Group plc on the share scheme aspects of its 2020 recommended takeover by Motorola Solutions.
Advising Collagen Solutions plc on the share scheme aspects of its 2020 recommended takeover by Rosen’s Diversified, Inc.
Advised Springfield Properties plc on the design and implementation of new bonus and long-term incentive arrangements for its senior management team.
Acted for satellite broadband provider BigBlu Broadband plc on the implementation and ongoing operation of its various share incentive arrangements.
Assisting a number of companies on the implementation of “growth share” incentive schemes for their senior management team.

Executive Compensation and Corporate Governance

Providing executive compensation services to a number of listed clients (such as Capricorn Energy plc, Springfield Properties and Ricardo plc) on a range of matters, including corporate governance and compliance rules relating to executive remuneration; consultation with institutional investors on remuneration issues; and carrying out salary and total remuneration benchmarking exercises.

“Rodger is a fountain of knowledge and we have complete faith in his ability to guide us on all our share scheme and incentive projects.”

Chambers (2024)

Further testimonials

“Rodger provides excellent service, is knowledgeable on all areas needed, and has excellent commercial awareness.”

Chambers (2024)

“Extremely knowledgeable and efficient service from Rodger. He is a pleasure to work with, and his advice is very much trusted and appreciated by the company.”

Chambers (2024)

“Rodger Cairns offers sound advice. He is approachable, pragmatic and possesses exceptional knowledge.” “Rodger is thorough, clear and provides an excellent service. He makes every effort to understand a client’s business and what client needs are as they grow.”

Chambers (2023)

“He takes hugely complex scenarios and makes them understandable and clear.”

Chambers (2022)

“He demonstrates immense patience and understanding of board dynamics, remains resolutely calm under fire and is creative in offering effective solutions.”

Chambers (2022)