Grace Wirth

Grace L. Wirth

Grace L. Wirth is a partner in Goodwin’s ERISA & Executive Compensation practice. Grace represents a wide variety of clients, including both public and private companies at all stages of their corporate lifecycle, boards of directors and compensation committees, venture capital and private equity funds and members of management, with a focus on emerging growth companies in the technology and life sciences sector.


Grace advises on all aspects of compensation related matters, as well as on tax and securities law issues in connection with equity-based arrangements and other types of incentive plans.  Grace works closely with clients on compensation issues that arise in connection with mergers and acquisitions, financings, initial public offerings and other corporate transactions. In addition, she regularly counsels both employers and executives in the negotiation, design and implementation of employment, severance, change in control and equity arrangements. Grace also advises clients regarding compliance with tax rules relating to deferred compensation arrangements (including Section 409A), tax planning with respect to the excise tax on excess parachute payments, limits on the deductibility of executive compensation and SEC rules governing executive compensation disclosure and reporting.

Representative Matters

  • Companies, such as Prime Medicine, Toast, Graphite Bio, AbCellera Biologics, Pliant Therapeutics, Health Catalyst, BridgeBio Pharma, Moderna, Eidos Pharmaceuticals, Twilio, Atlassian, Amplify Snack Brands, and TPI Composites, on their initial public offerings as well as follow-on offerings
  • Investment banks, such as Goldman Sachs, Morgan Stanley, and JP Morgan, on executive compensation disclosure requirements

  • Pardes Bio on its definitive business combination with FS Development Corp. II
  • Clarus Therapeutics on its definitive business combination with Blue Water Acquisition Corp.
  • Better Therapeutics on its definitive business combination with Mountain Crest Acquisition Corp. II
  • Rocket Lab on its definitive business combination with Vector Acquisition Corp.

  • Korro Bio in its combination with Frequency Therapeutics 
  • Citrix Systems in its sale to affiliates of Vista Equity Partners and Elliott Investment Management L.P. for $16.5 billion
  • Retail Properties of America in its strategic merger with Kite Realty Group Trust for $7.5 billion
  • MyoKardia in its sale to Bristol Myers Squibb for $13.1 billion
  • Zoox in its sale to Amazon
  • Vlocity in its sale to Salesforce for over $1.5 billion
  • Carbon Black in its sale to VMware for $2.1 billion
  • Control4 in its sale to SnapAV for $680 million
  • Spark Therapeutics in its sale to Roche for $4 billion
  • Centerbridge Partners in its acquisition of Civitas Solutions for $1.4 billion
  • AppNexus in its sale to AT&T
  • OLLY PBC in its sale to Unilever PLC
  • Index in its sale to Stripe
  • Amplify Snack Brands in its sale to Hershey for $1.6 billion and Amplify Snack Brands in its acquisition of Tyrrells
  • Chariot in its sale to Ford
  • Xoom in its sale to PayPal for $890 million
  • Blueprint Medicines, AbCellera Biologics, Amplitude, Hopin, Health Catalyst, Atlassian, Fitbit, Guidewire and Twilio in several acquisitions, including Twilio’s acquisition of SendGrid for $3 billion
  • Teva Pharmaceuticals in its acquisition of Auspex Pharmaceuticals for $3.2 billion
  • TellApart in its sale to Twitter for $533 million
  • Trulia in its sale to Zillow for $3.5 billion

  • Public companies: Toast, Rocket Lab, Better Therapeutics, Pardes Bio, Graphite Bio, Nektar Therapeutics, BridgeBio Pharma, Moderna, TPI Composites, Prime Medicine, Blueprint Medicines, Fate Therapeutics, Biomea Fusion, Vivani Medical, , Edgio, and Guidewire Software
  • Private companies: Freedom Financial Network, Miro, Step Mobile, Pattern, Circle Internet Financial and Videoamp




Georgetown University Law Center


Stanford University



  • California
  • District of Columbia

Professional Experience

Prior to joining Goodwin, Grace practiced at Simpson Thacher & Bartlett. Earlier in her career, Grace was an associate consultant in the Health & Welfare Benefits group at Tower Perrin (now known as Willis Towers Watson).

Recognition & Awards

Grace has been recognized by The Legal 500 US for Employee Benefits, Executive Compensation, and Retirement Plans: Transactional.