Executive Compensation

We represent clients from startups to Fortune 100 and multinational enterprises to tax-exempt organizations such as universities and colleges. For every client, we help design and implement executive compensation programs and assist boards in developing effective director compensation programs. Our experienced team knows that 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, proxy advisory firms and outside directors — must be taken into consideration.

We regularly draft, implement 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 advises clients on 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.