Executive Compensation



We know that the success of a company is closely related to the strength of its leadership. Accordingly, the executive compensation attorneys at Roetzel are committed to helping clients remain competitive in today’s marketplace with cutting-edge C-level and senior management employment agreements, equity compensation plans, and non-qualified deferred compensation plans. Our pragmatic business advice on compensation packages that meet regulatory requirements and respond to concerns from shareholders ensures that our public and private companies and tax-exempt organizations attract, motivate and retain top-level talent.

Our clients benefit from the deep and comprehensive experience of our legal team. Roetzel's attorneys help public companies navigate the complex tax rules under the Internal Revenue Service Tax Code that affect executive compensation, including Section 409A, golden parachute payments, Section 162(m) employee remuneration issues, and property transferred in connection with performance of services. We regularly assist our clients with disclosure and reporting requirements as mandated by Sarbanes-Oxley, Dodd-Frank, SEC regulations and evolving proxy disclosure rules. We also guide companies on day-to-day operations, overall compensation practices and – ultimately – business strategies that respond to increased scrutiny and widespread criticism of executive compensation from the public, shareholder advocacy groups, and federal legislators.

Tax-exempt organizations, with unique corporate structures and legal and regulatory requirements, rely on Roetzel’s attorneys to resolve issues stemming from the scrutiny and criticism that their executive compensation plans and arrangements can attract. We advise large organizations – national and regional healthcare systems, continuing care retirement communities, universities, colleges, fraternal benefit societies, and others — on a wide variety of compensation-related issues. In addition, we work closely with smaller tax-exempt associations to ensure that their executive pay packages meet regulatory obligations required for retaining tax-exempt status.

We also help private companies design and implement executive compensation arrangements to meet their leadership needs while complying with IRS tax rules on deferred compensation.

Our People

Representative Services

  • C-Level and senior management employment agreements
  • Equity compensation plans
  • Phantom stock and share plans
  • Non-qualified deferred compensation plans
  • Mirror or “wrap” 401(k) plans
  • Supplemental executive retirement plans (SERPs)
  • SEC, Sarbanes Oxley and Dodd Frank compliance

Representative Matters

  • Counseled publicly traded companies in planning, drafting and implementing non-qualified deferred compensation plans

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