We are experienced in all facets of Executive Compensation. Counsel for employers and executives also retain us for our special tax expertise in complicated employment and separation negotiations, and rely on us for assistance in complicated transactions. (See our separate discussion of Corporate Transactions.) We have detailed knowledge of the relevant tax statutes, which are Byzantine in complexity, including §280G (change in control parachutes), §409A (deferred compensation), §457 (deferred compensation in tax-exempt organizations), and §§ 61 and 7872 (split dollar life insurance). Our real-life experience with governance and process makes us valuable counselors for Boards and Committees seeking to act in accordance with fiduciary duties.
Representative Engagements include:
Preparation of custom-drafted §409A documents and employee communication materials for a well-known private corporation with 2,000 employees. The plan menu is robust, including executive incentive plans, defined contribution and defined benefit SERPs, short and long term incentive plans, a rabbi trust, and post-employment separation plans requiring non-competition restrictions.
Counsel large corporation whose executives had defective SERPs under §409A, and guide parties through the necessary IRS correction process so that penalties would not be imposed.
Prepare numerous §457(f) and §457(b) plans for senior executives, including those at three major tax-exempt hospitals in Massachusetts and New Hampshire.
Prepare defined benefit SERP agreement for a large NYSE-listed company.
Advise Committees and Boards of two major tax-exempt hospitals during the process of negotiating and restating contracts for their chief executive officers.
Advise Personnel Committee of Credit Union for contract for its new CEO.
Assist tax-exempt foundation in Rhode Island to develop proper ERISA procedures for evaluating claims of physicians who violated forfeiture restrictions of a deferred compensation plan.
Review split dollar arrangements for compliance, and assist companies which have not understood the 2003 final regulations or subsequent §409A guidance.