Executive Compensation

Overview

"They're savvy with business issues and understand what we need commercially, keeping us abreast of new developments and their implications."

– Chambers USA

Designing an effective executive compensation plan is a critical business decision, a key to attracting the best talent and driving performance. We take a practical but comprehensive approach, working proactively to ensure that compensation and benefit arrangements work in tandem with associated securities laws, investor relations, tax, ERISA and accounting implications.

We represent employers, executives, funds and executive management teams in navigating complex issues in a wide range of industry sectors. Our multidisciplinary team gets the details right while keeping the “big picture” in mind. Clients benefit from our experience in fields such as income and employment taxation, employment arbitration and litigation (including the enforcement and challenge of restrictive covenants), securities regulation, corporate governance, personal risk management, private wealth and estate planning, and creditors’ rights/bankruptcy.

We help clients understand not just what is possible but what is likely so that tax-efficient compensation alternatives can be identified and presented fairly to stakeholders while keeping attention focused on the client’s strategic and organizational objectives.

Our capabilities include:
  • Designing and drafting executive compensation programs and plans.
  • Advising on Internal Revenue Code (IRC) Section 409A and other tax matters as well as equity award and co-investment issues.
  • Analyzing compensation arrangements in M&A contexts, including public companies, private entities and hedge funds.
  • Drafting partnership interest compensation plans.
  • Designing and negotiating severance packages, change-in-control agreements and restrictive covenants.
  • Auditing executive plans, including nonqualified deferred compensation, change-in-control, incentive bonus and supplemental retirement plans, and assisting with the correction of plans when errors occur.
  • Planning private employer succession arrangements.
  • Designing and drafting tax-exempt organization executive compensation plans.
  • Representing executives in compensation disputes.

Select Experience

  • Advised public companies with regard to the transition of C-level executives in voluntary and involuntary termination settings.
  • Assisted multiple publicly traded companies with the establishment of new omnibus equity compensation plans, including proxy disclosures, award agreements and plan documents.
  • Advised several publicly traded energy companies with regard to executive performance compensation and IRC Section 162(m) compliance and transitional relief.
  • Advised a senior level executive with the simultaneous negotiation of a new chief financial officer’s position with a new public company and his separation from his former company.
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Professionals

Name Title Office Email
Counsel Cleveland
Partner Orlando
Partner Cleveland
Of Counsel Los Angeles
Partner Atlanta
Partner Washington, D.C.
Associate Atlanta
Counsel Columbus
Partner Atlanta
Partner Cleveland
Partner Washington, D.C.
Associate Atlanta
Partner Columbus
Partner Cleveland
Associate Cleveland
Partner Cleveland
Partner Cleveland
Partner Cleveland
Partner Columbus
Counsel Cleveland
Partner Orlando
Associate Columbus

Experience

  • Advised public companies with regard to the transition of C-level executives in voluntary and involuntary termination settings.
  • Assisted multiple publicly traded companies with the establishment of new omnibus equity compensation plans, including proxy disclosures, award agreements and plan documents.
  • Advised several publicly traded energy companies with regard to executive performance compensation and IRC Section 162(m) compliance and transitional relief.
  • Advised a senior level executive with the simultaneous negotiation of a new chief financial officer’s position with a new public company and his separation from his former company.
  • Advised public and private companies on key employee transition issues, including placements with foreign subsidiaries.
  • Advised an Internet company that needed to rebuff attempts by a former executive to exercise his stock options and needed to offset built-up deferred compensation owed to a departing executive against amounts owed to the company by the executive.
  • Advised tax-exempt organizations on director-level retention and transition programs, including the establishment of deferred compensation and retention plans.
  • Advised a professional services company that needed to reinforce its collaborative culture through the use of project-based profit-sharing pools controlled by those who participated in the project.
  • Advised an investment management company that needed to retain talented investment managers through the use of investment fund-based deferred compensation pools generated by carried interests held by the management company.

Recognition

  • Chambers USA: Employee Benefits & Executive Compensation – Ohio (2007 to 2020)
  • The Legal 500 United States:
    • Labor and employment – Employee Benefits and Executive Compensation & Retirement Plans: Design (2016 to 2020)
    • Labor and employment – Employee Benefits and Executive Compensation & Retirement Plans: Transactional (2016 to 2020)
  • U.S. News – Best Lawyers “Best Law Firms”
    • Employee Benefits (ERISA) Law: National (2012 to 2020); Cleveland (2011 to 2020); Columbus (2018 to 2020); Orlando (2012 to 2020);
    • Litigation – ERISA: National (2012 to 2020); Cleveland (2012 to 2020);
  • Recognized as one of the top law firms for client service, BakerHostetler was named to the 2020 BTI Client Service 30 for the sixth consecutive year.

Publications

Key Contacts