Executive Compensation and 409A Compliance
Large and small employers need to attract, motivate and retain executive talent. We help clients deal with their most valuable assets: their key executives. This may involve advising entrepreneurs and start-up companies about structuring business entities to create equity incentives, or advising compensation committees of public companies regarding best practices and compliance in the rapidly developing area of non-qualified deferred compensation or executive compensation proxy reporting.
Our experience includes designing, drafting and implementing a wide range of executive compensation programs including deferred compensation programs, supplemental retirement programs, executive retention pay programs, incentive bonus arrangements, incentive stock option plans, nonqualified stock option plans, severance, death benefit plans, change of control programs for key executives, and restricted stock plans.
A typical executive compensation engagement will address tax issues for the employer and the executive, securities law implications, accounting aspects, and related issues in the areas of employment and benefits law. Our experience also includes the representation of many individual executives in the negotiation of employment or severance agreements and the representation of management generally in the context of larger transactions. We also help clients analyze and develop tax-efficient funding vehicles to pre-fund for the various obligations.
We are also available to review a company’s numerous deferred compensation arrangements for Section 409A compliance. Our strategy is to design and implement executive compensation agreements that attract, retain and motivate executives in a manner that satisfies the goals of the company and the executives.
Representative Executive Compensation Matters:
- Negotiating a transaction fee, retention plan, and deferred compensation settlement for top executives of an international market leader in $750 million dollar transaction.
- Representing controlling shareholders in three public companies with combined revenues of over $6 billion dollars in the automotive components market to negotiate senior executive agreements, including retention, change of control, restrictive covenants, and reporting issues.
- Representing top management team in negotiation of stock option rights and deferred compensation compliance issues in preparation for initial public offering.
- Representing the CEO in negotiation of employment separation with national consulting firm and employment and stock compensation with publicly-traded software vendor.
- Negotiating on behalf of company a separation agreement and release of publicly-traded company/CEO.
- Representing successive executive directors to negotiate employment agreements and nonqualified deferred compensation plans with internationally renowned arts organization.
- Designed and implemented deferred compensation, change in control and death benefit only plan for large wholly-owned subsidiary of multi-national conglomerate.
- Advising minority shareholders of S corporation regarding management buy-out proposal of $50 million dollar aerospace supplier.
- Negotiating employment, retention, and equity participation for executive owners of investment advisory firms acquired by national banks.
- Creating performance unit program for software technology company and negotiating settlement of units in merger.
- Negotiating the president and CEO’s employment agreement with national bank and subsequent settlement of that agreement in a sale of the bank.
- Developing bankruptcy reorganization retention plans for key executives of steel company with $720 million in sales.
- Negotiating stock option conversion rights in acquisition of medical technology company by publicly-traded company.
- Designing and drafting elective deferred compensation arrangement for top executives of publicly-traded real estate company.
- Advising compensation committee of university and drafting non-qualified deferred compensation arrangement for university president.
- Negotiating executive contracts with the key executives of a $200 million international technology company in anticipation of an impending merger.
- Creation of profit interests plans for the key executives of numerous non-incorporated clients to provide tax-efficient equity incentives.
- Assisting numerous clients in the evaluation and revision of their non-qualified deferral compensation plans and supplemental executive retirement plans to meet the new requirements imposed on such plans under Code Section 409A.
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