Executive Compensation

• Equity and Incentive Plans. Nathan drafts equity and cash incentive plan documents and award agreements and helps clients understand the laws, listing requirements and voting guidelines that impact those arrangements.
• Employment, Change-in-Control and Severance Arrangements. He assists companies in the drafting and negotiation of employment, change-in-control and severance arrangements with senior executives, including CEOs.
• Deferred Compensation. Nathan prepares deferred compensation and other supplemental retirement programs for executives and directors and helps companies to administer those programs in compliance with tax law restrictions under Section 409A. Where necessary, he also helps companies correct operational and plan document failures under Section 409A.
• Disclosure Requirements. He assists public companies in the preparation of the Compensation Discussion & Analysis and related proxy statement compensation tables, as well as compensation-related disclosures on Form 8-K.
• Transactions. He helps companies with the executive compensation aspects of mergers and acquisitions, spin-offs and other significant corporate transactions, including addressing Section 280G “golden parachute” excise tax considerations, related securities disclosure requirements (including Dodd-Frank “say-on-parachute” disclosures) and post-transaction integration issues.
• Dodd-Frank Act. Nathan advises public companies on the compensation and corporate governance rules imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, including clawback policies and “pay versus performance” disclosure requirements.
• Cross-Border Issues. He advises U.S. multinationals regarding cross-border executive compensation issues.