Executive Compensation

We work with public and private employers, and with funds, fund sponsors, and other investors, to ensure that executive and performance-based compensation plans, including equity-based arrangements, are competitive in the market while complying with the complex and cross-disciplinary web of rules that typically apply.


Our executive compensation attorneys and consultants combine experience in tax, benefits, employment, labor and securities law to provide comprehensive and multifaceted advice. We work with public and private employers, senior executives, funds and fund sponsors, and other investors to develop incentive, retention and retirement-focused compensation plans, including equity-based arrangements. We work with not-for-profit institutions on the design and implementation of executive compensation agreements and plans, with a specific focus on tax planning and compliance with guidance on intermediate sanctions.

We have extensive experience representing companies, as well as senior executives and management teams, in connection with the structuring and negotiation of employment agreements, including cash-based and equity-based compensation arrangements both in connection with change-of-control transactions as well as in ongoing representation of public and private company clients. Ropes & Gray routinely handles large and complex management equity arrangements for corporate issues, leading private equity sponsors, senior executives and management teams.

We regularly advise on:

  • Employment, severance and similar agreements, including comprehensive consideration of the drafting and enforceability of non-competes and other restrictive covenants 
  • Equity-based compensation arrangements (stock options, restricted stock and stock units, SARs and other equity arrangements, including partnership equity-based plans) 
  • Elective and nonelective deferral plans, including SERPs and other supplemental benefit arrangements for key managers 
  • Comprehensive advice regarding compliance with U.S. federal and state securities laws, including those relating to disclosure requirements, “say on pay” requirements and corporate governance generally 
  • Change-in-control arrangements and the “golden parachute” tax rules 
  • Incentive (and other bonus) programs 
  • Comprehensive advice regarding tax compliance, including expert consideration of Sections 83, 162(m), 280G, 409A, 457 and 457A 
  • “Rabbi” trusts and other funding arrangements 
  • Special industry compensation issues (e.g., TARP-related matters) 

Transactional Support

We coordinate with our M&A colleagues to provide transactional support that includes:

  • Analysis and due diligence inquiries  
  • Calculation, analysis and negotiation of “golden parachute” and other change-in-control arrangements, including the preparation of shareholder-vote materials in transactions involving nonpublic targets 
  • Negotiation and implementation of employment and termination agreements 
  • Integration and implementation of equity-based and other executive compensation arrangements, and other post-transaction planning and integration 
  • Advice on international issues 
  • Our in-house benefits consulting group enables us to provide additional quantitative analyses and integration assistance

Experience with Tax-Exempt Organizations

We have long advised universities, hospitals, churches, museums and other not-for-profit institutions. We regularly draft deferred compensation agreements for university presidents, hospital executives and collegiate-level sports coaches. Our advice extends to:  

  • Employment and termination agreements
  • Deferred compensation and retirement programs, and the special rules applicable in the case of not-for-profit institutions 
  • Intermediate sanctions issues under the Internal Revenue Code 
  • The taxability of fringe benefits, including university housing and university loan programs 
  • The relationships between universities and fundraising foundations that support their unrelated business taxable income