Executive Compensation & Employee Benefits

Our clients include banks and financial institutions, public and private companies, investment managers, partnerships, sole proprietorships, tax‑exempt organizations, and senior executives.

Banks and Financial Institutions
We regularly represent banks, investment banks, large financial institutions, and senior executives in connection with compensation and benefits arrangements. Our work includes drafting, negotiating, analyzing, and amending employment agreements; incentive compensation and bonus pool arrangements; stock option and restricted stock plans; deferred compensation plans; and severance plans and agreements. We also advise regarding qualified pension, profit‑sharing, stock bonus, and employee stock ownership plans, including leveraged ESOPs, defined benefit plans, and 401(k) plans, as well as prototype plans and related adoption agreements. We counsel clients on issues such as deferral of incentive compensation, limits on cash compensation, and the adoption of forfeiture and clawback policies, as well as how different financial institutions are addressing such matters.

Public Companies
We advise public companies, as well as their senior executives and directors, on compliance with corporate governance, employee benefits, executive compensation disclosure, and other requirements under U.S. securities laws, tax, and ERISA. Our work also covers related matters of importance to public companies and their leadership, including director and officer insurance, potential conflicts of interest and related‑party transactions, 10b5‑1 plans, equity‑based compensation arrangements, and health and welfare benefit matters, including compliance issues and COBRA.

Private Companies, Partnerships, and Sole Proprietorships
Our experience representing private companies, partnerships, and sole proprietorships enables us to design compensation and benefit plans aligned with each client’s specific needs and business goals. We advise on equity and restricted stock plans, phantom stock and stock option plans, deferred compensation arrangements, health and welfare plans, individual retirement accounts, simplified employee pensions, and severance plans.

We also work closely with Seward & Kissel’s M&A practice to advise companies and executives regarding employee benefits, executive compensation, and ERISA considerations arising in mergers and acquisitions and other strategic transactions. This includes negotiating agreements, conducting due diligence, and integrating benefit plans.

Investment Managers
The Executive Compensation & Employee Benefits practice works closely with Seward & Kissel’s Investment Management Group to advise investment managers, hedge funds, and private equity funds. Our services include structuring comprehensive compensation plans, such as profits interests and phantom equity arrangements; bonus pool agreements with holdback, loss carryforward, and vesting provisions; carried interest and deferred compensation plans; and employment agreements for portfolio managers and other senior personnel.

We also advise on restrictive covenants, including non‑solicitation, non‑competition, and capacity rights provisions; analyze compensation‑related tax issues, including under Sections 409A and 457A of the Internal Revenue Code; and assist with the development of employment policies and procedures for fund managers.

Executives and Senior Management
We represent executives and other members of senior management, including portfolio managers, in negotiating and evaluating compensation arrangements in employment, consulting, and severance agreements with domestic and international investment banks, private investment funds, registered broker‑dealers, and financial services institutions.