The development of executive compensation plans is a critical component in attracting and retaining key employees. However, the executive compensation area has become ever more complex by the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Internal Revenue Code Section 409A, and other regulatory developments. At Epstein Becker Green, we partner with our clients (domestic and multinational companies, public and private employers, not-for-profit entities, executives, compensation committees, and directors) across many industries to integrate our experience and knowledge with their internal resources so that they can achieve compliance with the applicable regulations while providing compensatory arrangements and incentives to key employees in a competitive environment.
We help clients identify and then institute and maintain an executive compensation program carefully tailored to their organization's needs. Our executive compensation representation ranges from designing incentive programs and executive compensation arrangements, and negotiating and drafting employment, retention, and severance agreements, to critically examining the application of Code Sections 409A, 280G, and 162(m) to these and other executive compensation programs or agreements. Such programs or agreements include:
- Change-in-control arrangements
- Deferred compensation plans
- Equity plans (e.g., qualified and nonqualified options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and phantom equity programs)
- Executive severance plans
- Short- and long-term incentive and bonus programs
- Supplemental executive retirement plans
We also address other tax and legal aspects of the various compensatory programs and work with programs integrated with life insurance as well as grantor or "rabbi" trusts under contractual, deferred compensation agreements.
Epstein Becker Green attorneys regularly monitor new developments and federal and state laws and regulations that may impact executive compensation arrangements. We make sure that those arrangements stay compliant, are up to date, and can withstand outside scrutiny.
In addition, because of our firm's extensive involvement in employment matters, we bring to these projects not only knowledge of the laws applicable to executive compensation but also sensitivity to the employment and employee relations aspects of decision making.
Cross-Border Compensatory Programs
Our practice has a definite global caste as we are often engaged in matters involving cross-border compensatory programs and related international aspects, such as social security totalization agreements and expatriate executive compensation. Our work ranges from considering the Code Section 409A aspects of a business unit's long-term incentive plan covering key employees in multiple countries to reviewing the individual employment, intercompany, or secondment agreements applicable when effectuating the transfer of a U.S. citizen from one affiliate to another. Other assignments, such as implementing a global equity incentive program, may require the involvement of other legal disciplines, such as U.S. tax, securities, and employment laws, as well as an understanding of the potential impact of laws and regulations that apply abroad.