Diane A. Thompson


Tel 424.204.4334
Fax 424.204.4350
Los Angeles

Diane A. Thompson advises public and private companies, as well as tax exempt organizations on matters pertaining to executive compensation and employee benefits. Her clients include board of directors compensation committees, company executives in finance, human resources, legal and accounting with fiduciary roles related to employee benefits and compensation. Diane's work includes designing and operating cash bonus plans, incentive plans, and equity compensation programs. She also advises on executive compensation compliance and proxy disclosure; transaction due diligence and change of control payments; post merger integration; qualified and non-qualified savings and retirement plans; deferred compensation; fiduciary liability claims; vendor contract review and helping clients select new benefits and compensation vendors. In addition, she consults with companies on human resources risk management, employment agreements, separation agreements, and payroll issues. Diane also represents plan administrators of Taft-Hartley welfare benefits and retirement plans. Her practice includes assisting employers in IRS and DOL audits of their qualified plans.

Diane recently served as a court-appointed receiver for the U.S. District Court in a case of fraud and violations of securities law involving an administrator of self-directed 401(k) plans and IRAs. The company serviced account balances of $350 million and over 5,000 accounts invested in unique non-cash investments including real estate, LLC interests, foreign currency and promissory notes. Over a four year period, she acted as CEO, operating the business, liquidating assets, negotiating and settling legal claims, and procuring insurance settlements for the benefit of the victims. She and her team of over 75 Ballard Spahr attorneys assisted the government in successful civil and criminal claims against the perpetrator, completed the sale of the company and the transfer of accounts to a successor custodian.

In a previous role as Corporate Senior Vice President of HR for AECOM (a NYSE professional services company with 45,000 employees in 130 countries), Diane led a team of over 50 global employees, responsible for compensation, executive compensation incentives and equity, benefits, human resources information shared services, and global mobility. Diane previously practiced as partner in the western region Tax, Compensation, and Benefits practice of Ernst & Young.

Professional Activities

American Bar Association, Employee Benefits Committee

California Bar Association

Western Pension Benefits Association

Adjunct professor, "Seminar in Taxation of Employee Compensation," Masters in Science Taxation Program, California State University Fullerton, Summer 2019

Recognitions & Accomplishments

The Legal 500 US, Labor and Employment - Employee benefits, executive compensation, and retirement plans - design, 2019

Recent Publications

Diane has been consulted as an expert and quoted by CNBC and other periodicals. She is a frequent speaker at HR forums, including EY Strategic Growth Forum, CFO Roundtables, and Financial Executives Institute.

Diane has co-authored numerous Ballard Spahr Employee Benefits and Executive Compensation alerts, including:

"Changes for CA Gig Economy: Learn Your ABCs," September 23, 2019

"Breach of Fiduciary Duty Case Against University Retirement Plan Fiduciaries Survives Motion to Dismiss," May 12, 2017

"Ballard Opinion Letter Program to Replace IRS Determination Letter Program," December 6, 2016

"New Incentive-Based Compensation: Proposed Rules for Financial Institutions," June 14, 2016

"SEC Issues Final Rule on CEO Pay Ratio," August 6, 2015

"IRS Issues Rules for Recognizing Same-Sex Spouses under Retirement," April 7, 2014

Recent Presentations

"Avoiding Fiduciary Liability While Managing Employee Retirement Plan," Ballard Spahr CLE, Philadelphia, November 29, 2018

"Post Tax Reform Changes to Executive Compensation Planning," Arizona Association of Corporate Counsel, Phoenix, November 13, 2018

"Fiduciary Update," Conference of State Bank Supervisors Trust Forum, Denver, October 16, 2018

"Controlling Employee Conduct: Designing Compensation Incentives and Monitoring Systems to Promote Compliance and Prevent Misconduct," Ballard Spahr webinar, December 14, 2016

"Recent Legal Developments in Employee Benefits and Executive Compensation," Salt Lake SHRM Employment Law Seminar, April 16, 2015

Loyola Law School Los Angeles (J.D. 1987)

California State University, Long Beach (M.A. 1980, Public Administration; B.A. 1977)


U.S. Tax Court