Executive Compensation

• Equity and Incentive Plans. He helps clients understand the laws, listing requirements and voting guidelines that impact equity and cash incentive plans, and helps them analyze and implement evolving best practices, such as stock ownership or retention guidelines. He also structures equity and incentive awards to qualify for the exemption to the $1 million deduction cap on executive pay.
• Transactions. He plays an essential role in mergers and acquisitions and is often hired as special executive compensation counsel for significant corporate transactions, including several major spin-offs. He also helps clients understand and manage the related golden parachute excise tax issues.
• Employment, Change-in-Control and Severance Arrangements. He prepares employment, change-in-control and severance arrangements for senior executives, including CEOs, and represents companies and compensation committees in negotiating these arrangements.
• Disclosure Requirements. He helps public companies comply with the disclosure rules for executive compensation programs, including the “real-time” disclosures on Form 8-K, the Compensation Discussion & Analysis and related proxy statement compensation tables, and risk assessments.
• Shareholder Proposals. He helps clients analyze, manage and respond to shareholder proposals on executive compensation, including proposals to limit severance pay or supplemental retirement benefits.
• Deferred Compensation. He prepares deferred compensation and other supplemental retirement programs for executives and directors (and their related funding mechanisms) and provides guidance on complying with the tax restrictions of Section 409A.
• Compensation Committees. He serves as special counsel to compensation committees in connection with the design, negotiation and adoption of various executive and director compensation arrangements.
• Dodd-Frank Act. He advises public companies on the compensation and corporate governance requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, including how to manage the “say-on-pay” advisory voting requirements, implement claw-back policies and respond to the other disclosure and governance provisions of the Act.