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The K&L Gates executive compensation team assists clients with the design, administration, and governance of compensation, benefits, and severance for directors, executive officers, and other senior managers and employees.

We assist publicly and privately held companies and not-for-profit business enterprises such as universities and hospitals. Our team members deliver to clients a combination of interdisciplinary skills, including experience with the relevant tax, securities, corporate governance, and accounting issues applicable to executive and employee compensation arrangements. Examples of the types of arrangements we assist with include:

  • equity compensation plans and awards,
  • employee stock purchase plans, 
  • annual and long-term cash incentive plans, 
  • executive employment and severance agreements, 
  • deferred compensation plans, and 
  • supplemental retirement plans.

We help our public company clients consider the disclosure implications of executive compensation decisions under U.S. securities laws, including advice on the drafting of required disclosures in the company’s annual proxy statement. We also advise clients on matters related to obtaining shareholder approval of equity compensation plans under NYSE and NASDAQ listing rules, including the potential impact of voting policies of proxy advisory firms.

The firm’s global footprint allows us to leverage the extensive tax, securities, and labor experience in a broad number of jurisdictions, and we work with a network of external advisers in countries where we do not have a physical presence. This combination allows us to provide our clients with global support on executive compensation issues.

We also assist with executive compensation issues in business transactions, such as:

  • design and implementation of change in control employment, severance, or other management retention programs; 
  • review of potential “golden parachute” excise taxes as a result of the transaction and related planning opportunities; 
  • disposition of equity compensation awards of the target company, and potential impacts on the equity compensation programs of the purchaser, including to facilitate administrative processes, maximize tax efficiency, and address management retention; 
  • disclosure of executive officer and director interests in the transaction for purposes of obtaining shareholder approval; and 
  • assistance with due diligence, with a focus on identifying material employment, severance, and equity and incentive compensation arrangements likely impacted by the transaction, and related legal risks and opportunities.

While our executive compensation lawyers understand the detailed technical aspects of executive compensation legal issues, we also understand market practices and trends. We help our clients identify and understand the key legal risks in a commercial context so that they can make informed business decisions. We closely monitor key legal developments and proactively reach out to our clients to keep them up to speed on the latest developments. Our team works together, sharing ideas and experiences, so that we can deliver creative ideas and practical solutions to our clients’ executive compensation legal challenges.

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Managing Partner, Washington, D.C. Office
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Special Counsel
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P +1.202.778.9254
P +1.704.331.7408
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Chairman Emeritus
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Of Counsel
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Of Counsel
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P +1.206.370.7820
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Senior Of Counsel
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P +1.704.331.7405
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Provide day-to-day executive compensation counseling to a broad array of public companies, ranging from Russell 3000 to Fortune 50, in a broad range of industries, including financial services, manufacturing, transportation, mining, technology, and retail.
Assisted various Fortune 500 companies in designing their equity compensation plan and obtaining shareholder approval for the plan, including assistance with ISS analysis.
Assisted several global financial firms in structuring executive compensation programs to comply with U.S. and E.U. bank regulatory requirements.
Assisted several global firms in rolling out equity compensation awards and employee stock purchase plans to employees in the UK, EU, Australia, China, and other jurisdictions.
Led team drafting effort for Fortune 500 company in total overhaul of their compensation discussion and analysis in order to enhance quality of proxy statement disclosures.
Worked in lead role with compensation committees at several public companies in negotiations for hiring a new CEO, extending the employment term of a current CEO, and implementing a CEO succession plan.
Assisted global financial services company in management retention, due diligence, and all compensation and benefits-related aspects of all major acquisitions for last several decades.
Assisted target company in a multi-billion dollar public company merger with reducing potential golden parachute tax exposure for executives.
Led efforts on advocating for option-based compensation for hedge fund managers, leading to favorable IRS Revenue Ruling.
Assisted major policy advocacy group in successfully fighting potential adverse impacts on deferred compensation and equity compensation plans during the legislative process resulting in the Tax Cuts and Jobs Act.