Executive Compensation


Tax and securities laws governing executive compensation and the views of large institutional shareholders have put executive paydays into focus. However, identifying the appropriate amount of compensation to pay an executive is one of the most important decisions a business can make.

Blank Rome’s executive compensation team has more than 40 years of experience designing, drafting, and implementing executive compensation plans and employment agreements for all types of employers, including large corporations, tax-exempt organizations (including hospital systems and universities), emerging companies, and investment firms.

We can help you determine the appropriate compensation approach designed to meet your goals and expectations. Working with our corporate and M&A teams, we will also advise you on—and ensure compliance with—the securities and tax law requirements that govern stock-based plans and the executive compensation issues that arise during M&A transactions.

If you are faced with charges stemming from non-compliance with the tax or securities laws, or with the plan provisions themselves, we provide advice to ensure a resolution that meets your objectives. We fully understand the IRS’s correction programs under Section 409A and are adept at finding solutions to problems under Section 162(m).

How We Can Help

Our executive compensation attorneys have experience with:

  • Employment Agreements—from the tax-efficient design of compensation packages to the negotiation of non-compete provisions and severance benefits.
  • Equity Compensation Plans—including incentive and non-qualified stock options, restricted stock, stock appreciation rights and phantom stock granted to individual executives, broad-base employee stock ownership plans, and employee stock purchase plans.
  • Deferred Compensation Plans—including deferred bonuses, 401(k) wrap plans, SERPS, rabbi trusts, secular trusts and life insurance, and, in particular, the unique retention problems facing tax-exempt entities due to the limitation of Internal Revenue Code Sections 409A and 457(b) and (f).

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