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.