dcsimg Executive Compensation

Executive Compensation

Effective executive compensation planning requires more than just knowledge of legal and regulatory requirements. When addressing compensation issues, the interests of all parties involved — including the company, executives, institutional shareholders and outside directors — must be taken into consideration. The lawyers of McGuireWoods’ executive compensation team have extensive experience working with corporations, executives, compensation committees, outside accountants and other parties to create innovative solutions to executive and director compensation needs.

We represent clients ranging in size from start-up companies to established Fortune 100 and multinational enterprises to tax-exempt organizations, such as universities and colleges. For all of these clients, we help design and implement executive compensation programs, and assist boards of directors in developing effective director compensation programs.

We counsel clients on all aspects of executive compensation matters, including tax, corporate, securities, employment and other legal issues related to compensation arrangements. After assessing the impact of these issues on a client’s compensation and benefit arrangements, we assist to apply the recommended actions and other related steps, such as the preparation of plan amendments, participant communications and guidelines for plan administration.

We regularly draft, put into action and maintain a broad range of equity-based and performance-based incentive compensation plans, non-qualified deferred compensation arrangements and executive employment agreements.

Our firm offers advice regarding the application of section 409A of the Internal Revenue Code to deferred compensation arrangements. We have broad experience with all types of non-qualified deferred compensation arrangements, from simple to complex, including the design and funding of deferred compensation and non-qualified supplemental executive retirement plans (SERPs), the use of rabbi trusts and various other funding methods. In addition, we provide tax advice regarding the consequences of incentive compensation arrangements, including change of control events, for both taxable and tax-exempt employers and their executives.

We provide counsel on the various securities law requirements that apply to executive compensation and benefit programs, including securities registration, public disclosure of executive compensation and short-swing trading rules. For example, we regularly help prepare proxy statement disclosure of a registrant’s executive compensation arrangements and advise on disclosure requirements for executive compensation. Additionally, we advise public companies on SEC reporting and disclosure rules for compensation matters.

We represent compensation committees in their special role as part of the compensation process. Our lawyers understand the need for compensation committees to provide independent oversight while balancing the interests of executives, companies and investors. Members of our executive compensation team also author a treatise on the operation of compensation committees.

For commentary on issues and trends in corporate governance and executive compensation visit our blog justcompblog.com.

CONTACTS

Jeffrey R. Capwell Partner T: +1 704 353 6256
Steven D. Kittrell Partner T: +1 202 857 1701
G. William Tysse Partner T: +1 202 857 1730
Results 1-14 of 14

RESULTS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH CASE. PRIOR RESULTS DO NOT GUARANTEE OR PREDICT A SIMILAR OUTCOME.

Representative Matter

Public company

Assisted a public company to design and implement an executive transition program for its CEO and other key executives in connection with the CEO’s retirement. Working with the board and management, we proposed a structure that balanced the needs of the company and the concerns of the investment community.
Representative Matter

Public company

Representation of a public company in the spin-off of a new public company and assist the companies in the establishment of all employee benefit plans for the new public company, including defined benefit plans, defined contribution plans, executive compensation plans and welfare benefit plans.
Representative Matter

Public company

Assisted a public company in an overhaul and redesign of its equity compensation plans, including consolidation of various plans
Representative Matter

Private equity firm

Advising private equity firm with $100 million under management on design and administration of equity compensation plans for portfolio companies.
Representative Matter

New public company

Representation of new public company created in spinoff in establishing executive compensation program, qualified retirement plan structure , and welfare benefits programs.
Representative Matter

New public company

Advised a newly public company on restructuring of its executive compensation programs following a spin off transaction. The work included ensuring compliance with securities law disclosures and tax laws for deductibility.
Representative Matter

Multinational manufacturing company

Advising multinational manufacturing company on implementation of Section 409A compliance measures for global executive compensation program.
Representative Matter

Multi-national corporation

Representation of a multi-national corporation in a merger and identified $2 million in savings from potential costs associated with non-compliant non-qualified deferred compensation plans.
Representative Matter

Several compensation committees

Representation of several compensation committees in connection with the structuring and negotiation of CEO employment agreements and incentive compensation awards.
Representative Matter

Several university boards

Representation of several university boards in the design and negotiation of employment agreements and deferred compensation plans for presidents and other officers.
Representative Matter

Compensation committee of a publicly-traded REIT

Advised the Compensation Committee of a publicly-traded REIT on restructuring the employment agreement with its Chief Executive Officer.
Representative Matter

CEO approaching retirement

Assisted long-serving CEO approaching retirement with design and implementation of a transition program. Working with the board and management, developed structure that balanced the needs of the company and the potential concerns of the investment community.
Representative Matter

International financial services company

Advised an international financial services company on compliance with the executive compensation restrictions of the Troubled Asset Relief Program (TARP).
Representative Matter

Fortune 100 company

Representation of Fortune 100 company on executive compensation matters, including securities law compliance and advice for compensation committee.
Results 1-14 of 14
John S Barr John S. Barr
Partner
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4709
F: +1 804 698 2238
vCard
Jeffrey R Capwell Jeffrey R. Capwell
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 353 6256
F: +1 704 373 8823
vCard
Robyn S. T. Carlson
Attorney
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4353
F: +1 804 698 2234
vCard
Robert M Cipolla Robert M. Cipolla
Senior Counsel
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4713
F: +1 804 698 2109
vCard
Larry J Dagenhart Larry J. Dagenhart
Counsel
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2010
F: +1 704 444 8725
vCard
Taylor Wedge French Taylor Wedge French
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 373 8037
F: +1 704 373 8838
vCard
Steven D Kittrell Steven D. Kittrell
Partner
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1701
F: +1 202 828 2975
vCard
James P McElligott Jr. James P. McElligott Jr.
Partner
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4329
F: +1 804 698 2111
vCard
Felicia L Mitchell Felicia L. Mitchell
Associate
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 373 8995
F: +1 704 353 6193
vCard
Paul M Navarro Paul M. Navarro
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2183
F: +1 704 444 8760
vCard
Maria Rasmussen Maria P. Rasmussen
Senior Counsel
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4334
F: +1 804 698 2212
vCard
Jessica S Sackin Jessica S. Sackin
Associate
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1712
F: +1 202 828 3334
vCard
Carolyn M Trenda Carolyn M. Trenda
Counsel
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8130
F: +1 312 849 8131
vCard
G. William Tysse G. William Tysse
Partner
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1730
F: +1 202 828 2982
vCard
Results 1-2 of 2
Speaking Engagement

Benefits Law and Regulation: What More is Coming in 2013?

May 2, 2013
Bloomberg BNA Webinar
Speaking Engagement

Impact of the 2012 Elections on Employee Benefits and Executive Compensation

November 13, 2012
Bloomberg BNA Webinar
Results 1-2 of 2
Results 1-20 of 25
Show All
Legal Alert

SEC Proposes Pay-Ratio Disclosure Rules

September 23, 2013
Legal Alert

Reminder: Section 409A “Release-Timing” Issues Must be Addressed by Dec. 31

And Other Year-End Compensation-Planning Issues

November 29, 2012
Legal Alert

US and UK Case Law Update

Social Media in Employment

November 6, 2012
Legal Alert

Sixth Circuit Holds SUB Payments Not Subject to FICA Taxes

Employers Should Consider Filing Refund Claims

November 1, 2012
Legal Alert

IRS Releases Transition Guidance for Reporting of Healthcare Costs

McGuireWoods Healthcare Reform Guide: Installment No. 20

April 8, 2011
Legal Alert

Executive Compensation: 2009 Year-End Update

December 1, 2009
Results 1-20 of 25