Executive Compensation

Human Capital

Blank Rome’s benefits attorneys advise employers and key executives on the design and implementation of executive compensation plans and employment agreements. Working with our colleagues from both the Public Companies and Mergers and Acquisitions practice groups, we also advise employers on, and ensure compliance with, the securities law requirements that govern stock-based plans and the executive compensation issues that arise in merger and acquisition transactions.

What We Do

Our attorneys have more than 20 years of experience designing, drafting, and implementing executive compensation plans and employment agreements for all types of employers, including large corporations, tax-exempt organizations (including hospital systems and universities), emerging companies, and investment firms.

  • Employment Agreements—experience in all aspects of employment agreements, from the tax-efficient design of compensation packages to the negotiation of non-compete provisions and severance benefits.
  • Equity Compensation Plans—regularly structure equity-related compensation programs, including incentive and non-qualified stock options, restricted stock, stock appreciation rights and phantom stock granted to individual executives, broad-base employee stock ownership plans and employee stock purchase plans.
  • Deferred Compensation—experience with numerous deferred compensation plans, including deferred bonuses, 401(k) wrap plans, SERPS, rabbi trusts, secular trusts and life insurance. Particular experience with the unique retention problems facing tax-exempt entities due to the limitation of Internal Revenue Code Sections 409A and 457(b) and (f).

As the United States Supreme Court recently stated, “People make ­mistakes. Even the administrators of plans.” When our clients are faced with charges stemming from non-compliance with the tax or securities laws, or with the plan provisions themselves, we provide advice and representation to ensure resolution. We fully understand the IRS’s correction programs under section 409A and are adept at finding solutions to problems under Section 162(m).

What Makes Us Different

  • Recognized leaders in the tax aspects of equity-related compen­sation, including Internal Revenue Code section 409A.
  • Active in a variety of executive compensation groups, including the National Association of Stock Plan Professionals.
  • Several members of our group formerly worked at the IRS and the SEC and have relationships that can be leveraged to help resolve issues for our clients.

Representative Engagements

  • Assisted a nonprofit client through the evaluation of its Section 403(b) program, including reviewing the existing operation of the plan, completing a competitive bidding process for a third-party administrator and investment adviser, and counseling related to the ongoing administration of the plan.
  • Advised a Fortune 100 company in reviewing its executive compensation program for compliance with final Code Section 409A regulations, including addressing noncompliant operations, restating and amending plan documents, and drafting proxy disclosures with respect to the restated and amended plan documents.
  • Advised publicly-held client on ways to secure non-qualified deferred compensation, including “rabbi trusts” and letters of credit.
  • Negotiated with IRS to bring into compliance a client’s pension plan that had not been amended since before ERISA.
  • Designed complex 457(f) plan for the chief executive officer of a prominent nonprofit organization.