Grace Wirth

Grace L. Wirth


Grace L. Wirth is a partner in Goodwin’s ERISA & Executive Compensation practice and represents a wide variety of clients, including both public and private companies at all stages of the 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. Ms. Wirth advises on all aspects of executive and employee compensation, as well as on tax and securities law issues in connection with equity-based arrangements and other types of incentive plans.

Ms. Wirth 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 advises both employers and executives in the negotiation, design and implementation of employment, severance, change in control and equity arrangements. Ms. Wirth also counsels clients regarding compliance with tax rules relating to deferred compensation, 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 Toast, Graphite Bio, AbCellera Biologics, Pliant Therapeutics, Health Catalyst, BridgeBio Pharma, Moderna, Eidos Pharmaceuticals, Twilio, Atlassian, Amplify Snack Brands, TPI Composites, ClubCorp Holdings* and Orchard Supply Hardware*, on their initial public offerings as well as follow-on offerings.
  • Investment banks, such as Goldman Sachs, Morgan Stanley, and JP Morgan, on the initial public offerings of Femasys, Rani Therapeutics, Immunome, Root Insurance, Blue Apron, MuleSoft, Fitbit, Penumbra, Tintri, Intermedia, Talend, Facebook*, Realogy*, Bright Horizons Family Solutions*, Vince Holdings*, Tesla*, RealPage* and Neophotonics*.

  • Circle Internet Financial on its definitive business combination with Concord Acquisition Corp.
  • 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.

  • 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
  • Thoma Bravo in its acquisition of iPipeline and Infogix and various other acquisitions
  • Silver Lake Partners in its acquisition of Dell for $24.4 billion, acquisition of Interactive Data Corporation for $3.4 billion and various other acquisitions and sales*
  • Hellman & Friedman in its acquisition of Associated Materials for $1.3 billion, sale of Vertafore to TPG Capital for $1.4 billion and various other acquisitions and sales*

  • Public companies: Toast, Rocket Lab, Affirm, Amplitude, Clarus Therapeutics, Better Therapeutics, Pardes Bio, Graphite Bio, AbCellera Biologics, Pliant Therapeutics, Nektar Therapeutics, BridgeBio Pharma, Moderna, Atlassian, TPI Composites, Blueprint Medicines, Fate Therapeutics, Global Blood Therapeutics and Guidewire Software
  • Private companies: Freedom Financial Network, Miro, Rubrik and Videoamp.

*Denotes experience prior to joining Goodwin.

Professional Experience

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




Georgetown University Law Center


Stanford University



  • California
  • District of Columbia