Executive Compensation & Benefits
Our interdisciplinary approach to executive compensation allows our public and private company clients to efficiently navigate the legal and practical considerations that apply when negotiating and disclosing compensation arrangements for executives and management-level employees.
What We Do
In today’s fluid business environment, executive compensation practices can be a driving force in a company’s ability to attract and retain effective leadership. Yet, compensation and benefits arrangements for executives and other management employees must be formulated and administered against a backdrop of complex and frequently changing regulations that impact both the company and the employee. In addition, boards and management must justify executive compensation arrangements to shareholders, employees and other stakeholders, who often expect a level of internal pay equity and a demonstrable link between executive pay and company performance. Boards of directors have the additional responsibility to observe appropriate corporate governance processes when making decisions regarding executive compensation. In recognition of these complexities and challenges, we take a team-based approach to our client relationships in order to deliver relevant expertise in a manner that fits each client’s specific needs. Our advice integrates applicable tax, employment law and public company requirements with practical relationship and stakeholder considerations.
Our services include advising on the ongoing relations between boards and executives. We provide practical, knowledgeable advice during all phases of the employment relationship, beginning with negotiation and preparation of the offer letter and employment agreement. Our attorneys are skilled in negotiating all aspects of employment agreements, including severance provisions, restrictions on an executive’s post-employment activities and provisions that may be impacted by public company clawback rules and other tax and securities law regulations.
If a relationship ends, our extensive experience in negotiating separation agreements provides our clients with valuable closure and protection. We also provide ongoing counsel to boards of directors regarding the fiduciary duties and process requirements that apply to the board’s oversight and compensation of executives, including compensation arrangements, policies, development efforts and succession planning.
In addition to assisting with employment matters for individual executives, we also have extensive experience preparing equity and non-equity incentive compensation plans. We understand how to accomplish the parties’ goals in light of applicable tax consequences and regulatory restrictions, and we collaborate with our clients’ accountants, compensation consultants and third-party administrators to design and implement plans.
For our public company clients, we also provide insight regarding the requirements and best practices for disclosing executive compensation and policies related to executive compensation. We advise our clients with respect to shareholder approval requirements and institutional investor preferences. In addition, we ensure that equity grants comply with applicable federal and state securities laws, assist directors and officers with meeting their obligations under Section 16 of the Securities Exchange Act, provide guidance regarding compliance with insider trading laws, stock ownership and retention guidelines, and assist with other activities relating to equity compensation.
The attorneys in our Executive Compensation & Benefits Group also play a key role in business transactions, handling executive compensation and benefits issues that arise in mergers and acquisitions, buyouts, financings and international business transactions. Our experience includes analyzing and structuring transition and change-in-control arrangements and negotiating deal terms based on any atypical due diligence findings.
Our clients include boards of directors, compensation committees and executives.
Examples of recent representation include:
- Fortune 500 Client: Advice on complex issues of severance pay and golden parachute arrangements.
- Major Minnesota Closely Held Company: Ongoing advice on all matters relating to defined benefits plans, cafeteria plans, 401(k) arrangements and executive compensation.
- Mid-Sized Employee Owned Corporation: Advice on sale to foreign corporation and on-going post-acquisition service relating to benefit program.
- Early Stage Public Internet Company: Advice on designing equity-based compensation program and protection upon a change of control.
- Growth Stage Public Medical Device Company: Advice on compensation arrangements for growing executive team and negotiation of severance arrangements for transitioning executives.