David C. Strosnider

Representative Executive Engagements

• Advised Executive Management Team (President and Chief Executive Officer, Executive Chairman, Chief Commercial and Chief Strategy Officer, Chief Operating Officer, Chief Financial Officer and General Counsel) on Code Section 280G (Golden Parachute Rules) and Code Section 409A (Deferred Compensation Rules) issues related to $4.6 billion merger in the energy sector.

• Represented Executive Management Team (Chief Executive Officer and Co-Founder, Chief Financial Officer, Chief Operating Officer and Chief Growth Officer) in an equity sale of a leading independent specialty insurance program manager to a leading global growth investor with a transaction value of $546 million. Our representation included negotiating rollover agreements, new employment agreements, equity-based compensation and restrictive covenants.

• Represented Executive Management Team (Chief Executive Officer, President, Chief Operating Officer, Corporate Development Officer, SVP and Chief Sustainability and Marketing Officer) in an equity sale of a full-service provider of sustainable environmental services (a private equity portfolio company) to a leading global growth investor with a transaction value of $440 million. Our representation included negotiating rollover agreements, new employment agreements, equity-based compensation and restrictive covenants.

• Member of service team that advised a former public company related to equity compensation and restrictive covenants issues arising with respect to $10.2 billion “take private” transaction by a private equity investor group.

• Represented Executive Management Team (Chief Executive Officer, Chief Operating Officer, and Chief Technology Officer) in an equity sale of a managed cloud services company located in North America and Western Europe to a private equity firm. Our representation included negotiating rollover agreements, new employment agreements, equity-based compensation and restrictive covenants.

• Member of service team that advised Executive Management Team (Chief Executive Officer, Chief Financial Officer, and General Counsel) of an on-line jewelry company related to Good Reason and the negotiation of new employment agreements associated with the $360 million cash sale to public company.

• Represented a senior management team (CEO, COO, CTO and CHRO) regarding the negotiation and documentation of their executive employment agreements and platform documents (i.e. rollover equity, co-investment, service equity and restrictive covenant agreements) in a private equity deal.
• Represented an EVP (and member of the Executive Committee) of a Fortune 50 public company (NYSE) with regard to his separation agreement. Also, negotiated and documented his employment agreement as CEO of a private insurance company.
• Represented the CEO of a public company with regard to his separation agreement. Also, negotiated and documented his employment agreement as CEO of a U.S. subsidiary of a foreign parent.
• Represented the CEO of a public media company (NASDAQ) with regard to his separation agreement. Also, negotiated and documented his employment and equity agreements as in-coming CEO of public media company (NYSE).
• Represented the in-coming commissioner of the Big Ten Conference regarding his employment agreement.
• Represented a COO of one of the largest hedge funds in the Midwest with regard to his separation agreement. 
• Represented a CFO in the negotiation and documentation of his employment agreement with one of the largest health care systems in Boston, Massachusetts, which includes two of the most renowned teaching hospitals in the United States.
• Represented a Managing Director of a subsidiary of a public company parent (NYSE) with regard to her separation agreement. Also, negotiated and documented her employment agreement as Global Head of Business Development, Risk Products of a private company.
• Represented a Managing Director, Head of Underwriting Casualty, U.S. and Canada of a U.S. subsidiary of a leading global reinsurer with regard to her separation agreement.
• Represented a Managing Director of a public healthcare consulting firm with regard to his separation agreement. Also, negotiated and documented his employment agreement as Senior Vice President of a private health care company in Texas.
• Represented a CEO by providing advice on a “golden parachute” issue associated with $212 million sale of spinal modulation company to a national, tax-exempt health system, which is now owned by a public company (NASDAQ).
• Represented a CFO in the negotiation and documentation of her employment agreement with a national, private company in Pennsylvania in the retail and wholesale bridal industry. Also, negotiated and documented her employment agreement and equity arrangement as CFO of a public jewelry company (NYSE).
• Represented the CEO of a private chemical company in the negotiation and documentation of his employment agreement. Also, drafted a nonqualified deferred compensation plan, which was adopted by the company.
• Represented senior-management team in its negotiation and documentation of platform documents (e.g. LLC agreement, C-suite employment agreements, and equity arrangements) with a large private equity firm in Chicago in $150 million transaction.
• Represented team of four EVPs of a public company (NASDAQ) with regard to their executive compensation matters in a change in control transaction.

Representative Transactions or Company Engagements

• As a member of the deal team, represented Supernus Pharmaceuticals (NASDAQ: SUPN) in its $450 million acquisition of Adamas Pharmaceuticals (NASDAQ: ADMS) by providing executive compensation advice, including the disposition of target’s equity compensation and “golden parachute” issues under Code Sections 280G and 4999. 
• As a member of the service team, represented Supernus Pharmaceuticals (NASDAQ: SUPN) related to executive compensation advice, which included (i) drafting the equity incentive plan, (ii) advising on best and problematic pay practices, proxy and 10-K disclosure, and Dodd-Frank compliance, and (iii) providing advice on 10b5-1 plans.
• Represented an international manufacturing company regarding (i) an audit by the U.S. Department of Labor of two pension plans, involving in excess of $250 million in plan assets, (ii) compliance with Code Section 409A for its phantom stock plan, (iii) revisions to HIPAA policies and procedures, and (iv) the restatement of a wrap plan for self-funded, health and welfare plans.
• As a member of the deal team, represented an e-commerce product, photography, and creative content service company in an equity sale to a private equity fund by (i) performing due diligence, (ii) advising on tax and ERISA liability, (iii) negotiating representations, warranties, and closing conditions, (iv) advising on worker classification issues and (v) handling equity compensation matters and negotiating C-suite employment agreements.
• As a member of the service team, represented a public company (NASDAQ) in Illinois that operated as a pharmacy benefit manager (“PBM”) regarding (i) tax issues (e.g. compliance with Code Section 162(m), Code Section 409A, and the “golden parachute” rules of Code Sections 280G and 4999), (ii) best and problematic pay practices, proxy and 10-K disclosure, and Dodd-Frank compliance associated with executive compensation, equity compensation plans, nonqualified deferred compensation plans and severance arrangements, and (iii) tax-qualified retirement matters.
• Represent a national insurance marketing organization (“IMO”) regarding (i) all aspects of long term incentives and nonqualified deferred compensation arrangements, (ii) compliance with ERISA (e.g. fiduciary duties and prohibited transactions) associated with the client’s 401(k) plan, (iii) submission of comments to the U.S. Department of Labor related to the proposed definition of fiduciary, as well as new and revised prohibited transaction exemptions that would materially affect the client’s business and (iv) analysis of controlled group rules under Code Section 414(b) and 414(c).   
• As member of the deal team, represented a Texas-based private equity fund in its acquisition of a PEO by (i) performing due diligence, (ii) advising on tax and ERISA liability, (iii) negotiating representations, warranties, and closing conditions and (iv) advising purchasers on risks associated with PEO and ASO structures.
• As member of the service team, represented a Fortune 100 public company (NASDAQ) in Florida that specializes in IT products and services regarding (i) compliance with Code Section 409A and (ii) changes to the design of nonqualified deferred compensation plans.
• Represent a national retirement plan consulting firm (i.e. third party administration and registered investment advisory firm) regarding (i) design and establishment of a phantom unit plan, (ii) general ERISA and tax compliance, and (iii) disputes with independent contractors.
• As member of the deal team, represented an Ohio-based electrical contractor company in a stock sale to public company by (i) performing due diligence, (ii) advising on tax and ERISA liability, (iii) negotiating representations, warranties, and closing conditions and (iv) handling equity compensation matters and negotiating C-suite employment agreements.
• Represent an Ohio-based manufacturing company (that focuses on fabrics and membranes) regarding tax and design advice associated with the redesign of six nonqualified deferred compensation plans.
• As member of the deal team, represented an Ohio-based telecommunications company in a stock sale by (i) performing due diligence, (ii) advising on tax and ERISA liability, and (iii) negotiating representations, warranties, and closing conditions.
• As member of the service team, represented a public company (NASDAQ) in Delaware that originates, services, and collects private education loans regarding (i) tax issues (e.g. compliance with Code Sections 162(m) and 409A), and (ii) securities issues (i.e. best and problematic pay practices, proxy and 10-K disclosure, and Dodd-Frank compliance) associated with executive compensation, equity compensation plans, nonqualified deferred compensation plans, and severance arrangements.
• Represent a national up-scale theater company regarding tax and design advice associated with its phantom unit plan.
• As member of the service team, represented a public company (NASDAQ) in Illinois that develops antenna scanning receivers and engineered site solutions, and services for public and private networks regarding (i) tax issues (e.g. compliance with Code Section 162(m), Code Section 409A, and the “golden parachute” rules of Code Sections 280G and 4999), (ii) securities issues (i.e. best and problematic pay practices, proxy and 10-K disclosure, and Dodd-Frank compliance) associated with executive compensation, equity compensation plans, nonqualified deferred compensation plans and severance arrangements, and (iii) employee benefits and executive compensation issues associated with corporate acquisitions.
• As member of the service team, represented a large, tax-exempt health system in Wisconsin regarding (i) the design, tax, and ERISA issues associated with Code Sections 457(b) and 457(f) plans and severance plans, (ii) tax-qualified retirement plan matters, and (iii) cash balance plan litigation.
• As member of the service team, represented a large, faith-based, tax-exempt health system in Illinois (Chicago-land area) regarding (i) C-level employment agreements, (ii) revisions to HIPAA policies and procedures, and (iii) its merger (i.e. affiliation agreement) with a national health care system.
• Represented a large university (which is a member of the Southeastern Athletic Conference) in amending all of its coaches’ contracts for compliance with Code Section 409A.
• As member of the deal team, represented a number of private equity funds in several acquisitions and sales by (i) performing due diligence, (ii) advising on tax and ERISA liability associated with the transactions, (iii) negotiating representations, warranties, and post-closing conditions, (iv) drafting C-level employment agreements, and (v) drafting equity incentive plans.

Chambers USA, Recognized Leader in Employee Benefits & Executive Compensation (2023-2024)

Leading Lawyers in Illinois: Employee Benefits Law (2023)

The Best Lawyers in America (2024), Employee Benefits (ERISA) Law

Education

Georgetown University Law Center

Pennsylvania State University, Dickinson School of Law

Presbyterian College

Admissions – State

Community Involvement

Literacy Works, Board Member - 2011

External News & Publications

Author, “Why Executive Compensation is Your Most Important Investment.” Saul Ewing Arnstein & Lehr LLP Alert, July 2019

Co-Author, “IRS Guidance on Compensation Deduction Limits for Public Companies.” Saul Ewing Arnstein & Lehr LLP Alert, August 2018

Co-Author, “Tax Cuts and Jobs Act of 2017 Brings New Complexity to Compensating Employees of Tax-Exempt Organizations.” Saul Ewing Arnstein & Lehr LLP Alert, February 2018

Cited (regarding Code Section 409A compliance and IRS audits), “The Complete Guide to Human Resources and the Law.” Dana Shilling, Wolters Kluwer, March 2016

Author, “Tibble v. Edison International – Must ERISA Fiduciaries Re-Consider Past Actions to Avoid an Extended Period of Limitations for Breach of Fiduciary Duty Claims” Roetzel & Andress Alert, May 2015

Author, “Department of Labor Proposed Fiduciary Rule Revises and Updates the Regulation of Investment Advice to Plans and IRAs,” Roetzel & Andress Alert, April 2015

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Author, “Executive Compensation in the Tax-Exempt World: A Review of Applicable Tax Laws,” Compensation & Benefits Review, 1-5, Sage Publishing, March 2015

Author, “IRS Begins Code Section 409A Audit Program,” Roetzel & Andress Alert, June 2014

Author, “Deferred Compensation Payments,” Chicago Daily Law Bulletin, January 2011

Co-author, “IRS Provides a Limited Opportunity to Correct Operational Failures under Section 409A by December 31, 2009,” Ungaretti & Harris Employee Benefits Update, July 2009

Author, “Look Out Below: Does §409A Burn a Hole in Your Golden Parachute? Examining Severance Payments Under §§409A and 280G,” BNA, Journal Reports: Law & Policy, Executive Comp. Library on the Web, June 2005

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Speaking Engagements

Co-Presenter, "Annual Legal and Regulatory Benefit Update," Cleveland SHRM, March 2023

Co-Presenter, “Everything You Need to Know About Executive Compensation.” Launchways Webinar, July 2019

Co-Presenter, “Understanding Your ERISA Fiduciary Duties.” Marcum LLP and Forest Capital Management LLC Presentation, November 2016

Co-speaker, “The New Intersection of Health Care and Retirement Plans: How the Affordable Care Act Will Affect Your Clients’ Benefits Plans and Your Business,” American Society of Pension Professionals and Actuaries (ASPPA) 2014 Chicago Regional Conference, June 2014 - Chicago, IL

Speaker, “Auditor Considerations when Examining a Qualified Plan,” Illinois CPA Society 2010 Benefits Conference, May 2010 – Chicago, IL

Co-speaker, “PBGC Distress Termination Issues,” IRS/ASPPA Great Lakes Benefits Conference, May 2007 - Chicago, IL

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Co-speaker, “A New Era in Executive Compensation,” sponsored by Citigroup, April 2007 - Los Angeles, CA

Speaker, “Nonqualified Deferred Compensation Plans and Executive Compensation: A Discussion of §409A and IRS Notice 2005-1,” Chicago Bar Association, Tax Committee, Young Lawyers Section, January 1, 2005

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