Tax and benefit services

Executive compensation and governance


Whether you are a director, officer, business owner or a senior executive, you need strategic perspective, technical knowledge and practical advice to be confident in your executive compensation and governance decisions.

These decisions are not just about managing costs and people – they are about attracting, retaining and motivating the right talent to achieve your business objectives. Our attorneys will work with you to ensure your company can make effective, strategic compensation decisions. With a balanced approach, we’ll help you develop programs that protect and promote the interests of the enterprise and its stakeholders.

Our clients include:
  • Public companies and privately-held companies
  • Compensation committees
  • Executives at public companies and privately-held companies, including private equity portfolio company executives
  • Tax-exempt entities and executives at tax-exempt entities

Our services include:
  • Serving as an independent legal advisor to compensation committees and advising on compensation committee governance policies and practices 
  • Designing, drafting and implementing annual and long-term incentive compensation programs
  • Risk management and compliance reviews regarding equity-based compensation
  • Negotiation of executive employment and separation agreements
  • Developing performance incentives for executives at private equity-owned portfolio companies
  • Change of control and parachute payment analysis and program design
  • Deferred compensation compliance review, plan design, and correction
  • Addressing tax considerations relating to executive compensation arrangements, including, for example, the deduction limitation of Section 162(m), golden parachutes and taxes under Sections 280G and 4999, and the additional taxes on deferred compensation under Section 409A
  • Executive compensation in work-outs and bankruptcy
  • Compensating physician owner-employees of medical groups and laboratories


Key Contacts

Benjamin D. Panter
  • Benjamin D. Panter
  • Chair
  • As one of the country’s top executive compensation attorneys, I have designed and implemented dozens of executive compensation programs for companies across the private equity, venture capital and publicly traded sectors. I also have an active practice representing individual executives and management teams in connection with their employment and compensation arrangements, having negotiated hundreds of executive compensation employment, separation and sale transactions. I am a business-minded, practical attorney who understands the importance of balancing legal protections with closing a deal.


David A. Agay
Chad Arfons
Mazen Asbahi
John E. Benko