Executive Compensation


“…notable expertise in executive compensation and employee benefits matters.”

— Chambers USA

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 you’ll make.

Blank Rome’s executive compensation team has more than 20 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 depending on your goals and expectations. Working with our corporate and M&A teams, we also advise you on—and ensure compliance with—the securities 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 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).

What Sets Us Apart

  • Recognized leaders in the tax aspects of equity-related compensation, including Internal Revenue Code Section 409A.
  • Active in a variety of executive compensation groups, including the National Association of Stock Plan Professionals.
  • Several members of our group formerly worked at the IRS and the SEC and have relationships that can be leveraged to help resolve issues for our clients.
  • Ranked nationally as a Tier 1 firm by U.S. News & World Report—Best Lawyers for Employment Law (Management), Labor Law (Management), and Labor and Employment Litigation.
  • Ranked as a top labor and employment firm by Chambers USA. Editors write that Blank Rome's Labor and Employment practice:
    • “Maintains a strong profile for its handling of complex trade secrets and restrictive covenant disputes. Also offers experience across labor law matters such as contract negotiation and unfair labor practice disputes. Fields notable expertise in executive compensation and employee benefits matters, as well as large-scale wage and hour litigation.”
    • "‘They certainly have a plethora of experts, and that's good when you need someone in niche areas.’”
  • We invest in long-term relationships and create client service teams to ensure effective and efficient delivery of legal services.
  • We place an emphasis on preventive measures to preempt problems before they arise.
  • We provide value-added services to our clients, including in-house training programs, CLE programs, legal briefings, and newsletters.


  • Advised a publicly-traded global investment bank with respect to the design and implementation of its equity compensation plan and with respect to the preparation of the compensation discussion and analysis (CD&A) of its annual proxy statement.
  • Advised hundreds of executives in connection with their employment contracts and separation contracts.
  • Advised a national life sciences firm in connection with the design and implementation of executive change of control severance agreements and a change of control bonus plan.
  • Advised a Fortune 100 company in reviewing its executive compensation program for compliance with final Code Section 409A regulations, including addressing noncompliant operations, restating and amending plan documents, and drafting proxy disclosures with respect to the restated and amended plan documents.
  • Advised publicly-held client on ways to secure non-qualified deferred compensation, including “rabbi trusts” and letters of credit.
  • Designed a complex 457(f) plan for the chief executive officer of a prominent nonprofit organization.

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