Executive Compensation

To help clients achieve organizational performance and retention goals while still maximizing flexibility for executives and directors, we advise on bonus and incentive programs, equity-based compensation arrangements, supplemental executive retirement plans (SERPs), Section 401(k) excess plans, Section 457(f) plans, nonqualified deferred compensation plans, and other executive compensation and benefits programs.

Our attorneys provide the following services:

  • Help clients comply with the executive and deferred compensation restrictions of Section 409A, including, where necessary, use of the Section 409A compliance program
  • Design bonus programs to satisfy the deduction limitations of Section 162(m), including the performance-based compensation exemption
  • Design change in control arrangements in light of the golden parachute restrictions under Section 280G
  • Prepare proxy disclosure materials that comply with the executive compensation disclosure requirements of the SEC, and the NYSE, NASDAQ, and other exchanges
  • Draft Section 457(b) and 457(f) deferred compensation arrangements for executives of tax-exempt organizations
  • Negotiate and design executive employment, change in control, retention, and separation agreements
  • Help clients comply with the additional executive compensation requirements associated with participation in the Department of Treasury's Troubled Asset Relief Program (TARP) and related initiatives