Executive Compensation and Non-Qualified Deferred Compensation Agreements

This area of the law addresses employers’ need to attract and retain board members, top executives and other key employees by providing them with an assortment of benefits, many of which are outside the scope of “qualified” plans, but still provide favorable tax deferral benefits.  The federal tax code imposes significant restrictions on such “non-qualified” deferred compensation arrangements, and severe penalties for noncompliance – making this practice area of special significance to employers, their board members and key employees. We can help you by:

  • Preparing “traditional” non-qualified deferred compensation arrangements, such as SERPs, restricted stock and other equity compensation plans stock option plans, and life insurance arrangements;
  • Reviewing employment agreements with top executives and other key employees – as well as director fee agreements – to ensure that they either do not provide non-qualified deferred compensation or comply with the tax laws if they do; and
  • Advising and assisting with amendments or, if necessary, corrections to executive compensation and other non-qualified deferred compensation arrangements, if they fail to satisfy the restrictions.

Executive Compensation Disclosure Rapid Response Team
Our Executive Compensation Disclosure Rapid Response Team is ready to help clients react quickly and deliberately in the event they receive a demand letter from plaintiffs' lawyers, challenging executive compensation disclosure in proxy statements. Even when publicly traded companies use best practices for careful and thorough disclosure, plaintiffs' lawyers may still send demand letters or file lawsuits claiming injury due to inadequate proxy disclosure and/or seeking to delay annual meetings.

Prompt, aggressive help is available from the Bowles Rice Executive Compensation Disclosure Rapid Response Team. Once a demand letter is received or a suit is filed, our team is ready at a moment's notice. We quickly review disclosure policies and draft proxy statements and annual meeting materials. We assist clients in formulating and implementing a thorough, strong and reasoned response, tailored to address the current trends in disclosure suits. This demonstrates to plaintiffs' lawyers that we have the know-how and resources to meet the challenge thoroughly, deliberately and efficiently.

Our Executive Compensation Disclosure Rapid Response Team includes Sandra M. Murphy, Amy J. Tawney, and Lynn S. Clarke. These attorneys, whose individual experience includes commercial and financial services, financial regulatory and compliance law, litigation, executive compensation, employee benefits and ERISA, and securities law, work together as an imposing and effective team.

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