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Executive Compensation

The Spencer Fane Executive Compensation team helps for-profit businesses and tax-exempt organizations of all sizes create executive compensation and benefit packages that attract and retain key talent while complying with the complex rules that govern those arrangements.

We strike this important balance by first understanding our clients’ business objectives and then designing comprehensive and compliant plans to achieve them. While our attorneys understand the legal nuances that affect executive compensation, our advice to clients is always clear, concise, and business-driven. Our process evaluates plans through the filter of the law to present the best business options available.

Our attorneys have extensive experience establishing nonqualified deferred compensation programs for executives and other key employees that comply with, or are exempt from, Code Section 409A. These include long- and short-term incentive programs, SERPs, Code Section 457(b) and 457(f) arrangements, and equity-based plans. We have unique experience designing plans for executives of higher education institutions and tax-exempt organizations. The team’s varied experience also includes drafting, negotiating, and defending severance arrangements, change of control (or “golden parachute”) agreements, phantom stock and equity compensation plans, and rabbi trusts.

With executive compensation often the focus of intense public scrutiny and governmental regulation, we make sure our clients stay ahead of the curve. We recognize important developments that could affect our clients (such as the enactment of Code Section 409A) and proactively advise them on ways to avoid costly missteps, both in terms of financial burdens and public perception.

Representative Experience

  • Designed a long-term, non-equity incentive plan for executives built around a client’s goal of retaining executives without diluting ownership.
  • Represented a private university in negotiation of the president’s employment agreement and executive retirement plan.
  • Guided the compensation committee of a tax-exempt entity through the implementation of governance and compensation best practices, thereby protecting both the tax-exempt entity and its executives from IRS sanctions on inappropriate compensation.