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Executive Compensation

The K&L Gates executive compensation team provides clients with expertise and guidance which is integral to retaining and rewarding the most valuable talent.  Our team works closely with clients in both transactional and non-transactional contexts, and delivers answers, strategy, and analysis when most needed.

The group offers comprehensive expertise on issues including equity and deferred compensation arrangements, disclosure matters and shareholder approvals, mergers and acquisitions, and related golden parachute issues.

The executive compensation team also provides expert assistance on issues and planning specifics for public and private universities, non-profits, and governmental organizations, including preparation and analysis of Section 457(f) plans. 

We have significant experience assisting publicly and privately held companies (from their earliest stages through liquidity and beyond), boards of directors, compensation committees, private equity and venture capital firms, and not-for-profit business enterprises. 

Our team members deliver a combination of interdisciplinary skills, including market insight and fluency with relevant tax, securities, corporate governance, and accounting issues applicable to executive compensation arrangements. 

Examples of the types of executive compensation arrangements we regularly assist with include: 

  • Equity compensation plans, including “inducement” plans and qualified employee stock purchase plans
  • Phantom compensation plans
  • Annual and long-term cash incentive plans
  • Change-in-control plans
  • Retention plans
  • Severance plans
  • Executive employment and severance agreements
  • Golden parachute arrangements
  • Deferred compensation plans
  • Supplemental retirement plans
  • Section 457(f) plans
  • Perquisites 

We work closely with clients on executive compensation disclosure matters, including and in connection with initial public offerings, proxy filings, other periodic reporting obligations and Section 16 filings. These include matters related to “say on pay” proposals, proxy executive compensation and compensation discussion and analysis disclosures, and obtaining shareholder approval of equity compensation plans under NYSE and NASDAQ listing rules. We also advise clients on the potential impact of voting policies of proxy advisory firms and institutional shareholders. 

Our executive compensation team has been involved in some of the most significant and high-profile transactions of the last decade. We work closely with clients on executive compensation issues in connection with mergers and acquisitions, recapitalizations, spinoffs, workouts and bankruptcies, IPOs, and joint ventures and strategic alliances, on matters including:

  • Change-in-control, severance, and other retention arrangements
  • “Golden parachute” excise tax analysis and related mitigation strategies
  • “Say on golden parachute” disclosures
  • Treatment of seller equity awards and the potential impact of such treatment on buyers, including with respect to administration, tax and retention issues
  • Assistance with due diligence, with a focus on identifying material compensatory arrangements impacted by the transaction, and related legal risks and opportunities 

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.

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 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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