865-566-0115

Executive Compensation

Our lawyers have comprehensive experience in designing and structuring hundreds of executive and equity compensation programs for public and private companies and not-for-profit organizations, and also have extensive experience in drafting, advising and litigating executive compensation issues, including resolving claims through binding arbitration.  In particular, our experience gives us strengths in three areas:

  • Advising start-ups to mid-market companies and non-profits on all aspects of executive compensation, including designing and implementing plans;
  • Providing independent representation for executives, boards and companies in major corporate transactions in which separate counsel are needed to represent and protect sometimes competing interests; and
  • Representing executives, boards and companies in prosecuting and defending disputes involving executive compensation.

Because of our strength and national reputation in this area, we frequently act as co-counsel in corporate transactions such as mergers and acquisitions, initial public offerings (IPOs), spin offs and divestitures that have executive compensation implications.

REPRESENTATION OF CORPORATE ENTITIES

Our attorneys design and implement effective compensation and equity programs that achieve corporate goals. We devise customized executive compensation plans that take into account corporate, securities, tax, and employment law applicable to these types of plans. We routinely assist corporations in the following types of matters:

  • Pre and post IPO equity incentive plans;
  • Supplemental executive retirement plans (SERPs) and Top-Hat plans;
  • Nonqualified deferred compensation arrangements including rabbi trusts;
  • C-suite and other senior executive employment agreements;
  • “Golden” and “silver” parachute agreements;
  • Change-in-control agreements;
  • Executive separation packages;
  • Stock option and restricted stock plans;
  • Stock appreciation rights;
  • Employee stock purchase plans;
  • Phantom stock plans;
  • Performance share and performance unit plans;
  • Key executive retention agreements;
  • Cash and stock bonus plans; and
  • Synthetic equity and other incentive plans and arrangements for ESOP companies.

REPRESENTATION OF BOARDS OF DIRECTORS AND COMPENSATION COMMITTEES

Our lawyers provide counseling services to Boards of Directors and Compensation Committees on their fiduciary duties regarding compensation strategies and policies designed to attract and retain top talent. We advise these clients on how to structure employment agreements with senior executives that meet both the company’s business goals and the incoming executive’s objectives.

REPRESENTATION OF C-SUITE AND OTHER SENIOR EXECUTIVES

CEOs and key executives engage us to assist them in strategic planning and negotiations of their compensation packages to enable them to receive the best possible deal. On a confidential basis we counsel and guide executives by analyzing their options and negotiating a fair compensation package.

As an integral part of our representation of senior executives, we provide specialized wealth and estate planning services expressly tailored to their needs and long-term financial objectives.

REPRESENTATION OF HEALTH CARE INSTITUTIONS AND OTHER NOT-FOR-PROFITS

We also advise both health care institutions and their executives on how to structure compensation packages that meet the very stringent requirements of Section 4958 of the Internal Revenue Code. On numerous occasions, we have successfully represented our clients in IRS intermediate sanction audits and administrative appeals concerning assessed multi-million dollar deficiencies.