Executive Compensation & Benefits
Benesch’s Executive Compensation & Benefits Practice Group provides broad-based and full-service legal counsel across the entire spectrum of employee, benefit and compensation-related matters. Our ECB attorneys understand the challenges, complexities and nuances that our clients face in the human resources and people services space, and we guide public and private companies, including private equity-backed businesses, through every stage – including growth, compliance and transformation.
Our human capital advisory practice focuses on partnering with our acquisitive clients through mergers, acquisitions, divestitures, roll ups, tuck ins, asset purchases and minority investments, as well as with their long-term strategic compensation and retention planning and day-to-day human capital needs.
We advise public and private companies and private equity funds in the design, implementation and administration of all types of compensation and benefits arrangements, including retirement plans, equity and equity-like incentives, health and welfare benefits, fringe benefits, and bonus, commission and other cash incentive plans, and we counsel clients as they navigate constantly evolving and complex compliance landscape and regulatory scrutiny.
We also counsel employers in the negotiation and drafting of executive and officer employment agreements, deferred compensation arrangements and incentive plans, and we advise on executive onboarding, transitions and exits. Our team guides clients as they navigate sensitive employee separation issues and drafts and negotiates the associated agreements and communications, focusing on compliance, business continuity and risk management.
Growth Fueled by Market Needs
In just one year, Benesch’s Executive Compensation & Benefits team has more than tripled in size from four attorneys to 14, with strategic hires that enhance our depth in executive compensation, tax considerations and HR counseling. This growth reflects both the demand for integrated human capital advice and our commitment to meeting it with sophistication, speed and strategic foresight.
The team includes members who bring in-house experience, having advised on a full spectrum of human capital advisory services, including counseling clients on complex compensation structures, incentive and benefit plan design and compliance, global HR issues and comprehensive workforce strategies. We have experience across key sectors including healthcare, technology, manufacturing, energy and financial services, and we regularly advise clients on the intersection of compensation and benefits with M&A, tax, securities law, ERISA and evolving regulatory developments. As a group, we are recognized for our deep bench of talent with significant experience managing post-deal integration and workforce transitions—a specialty that few firms offer.
Practice Highlights
- 14 dedicated executive compensation and benefits attorneys
- Deep experience in private equity transactions, including add-on and tuck-in deals
- Leading post-closing integration and human capital strategy counseling
- Multidisciplinary approach: executive compensation, employee benefits and employment law
- Recognized experience with ESOP transactions and administration
- Trusted advisors to private equity sponsors, boards, compensation committees and executive teams across industries
- Practice Group Chair Melissa Grim named “Lawyer of the Year” by The Best Lawyers in America 2025 for Employee Benefits (ERISA) Law and one of Crain’s Chicago Business’ 2024 Notable Women in Law
Experience
- Counseled several clients through a standard termination process with the PBGC for its defined benefit pension plan and the associated pension risk transfer transaction while the client was undergoing a Chapter 11 bankruptcy restructuring.
- Counseled a public company client through a proposed disqualification by the IRS of its defined benefit pension plan, resulting in a downgrade of the inquiry into a regular course audit and the ultimate resolution of no corrective action.
- Counseled a private equity portfolio company on several post-closing compliance corrections for its 401(k) plan under the IRS’s voluntary correction program and the Department of Labor’s delinquent filer voluntary compliance program.
- Counseled a private equity fund on the separation and transition of the entire executive team following the closing of a large public acquisition, including advising on cash severance calculations, incentive equity and nonqualified deferred compensation payout, 280G impacts on termination payment, and drafting separation, transition and consulting agreements.
- Coordinated and drafted several appeals of proposed employer shared responsibility payments (ESRPs) under the Affordable Care Act from the IRS, resulting in multiple years of reduced ESRPs for the clients.
- Advised multiple private equity-backed portfolio companies in the mergers of four or more 401(k) plans into one consolidated 401(k) plan.
- Represented several clients in audits by the Department of Labor of their defined contribution and defined benefit retirement plans.
- Represented independent sponsors and a national business alliance supporting family-owned restoration companies in connection with strategic acquisitions and executive employment arrangements. Advised on the negotiation and structuring of employment agreements and developed post-acquisition equity incentive plans and compensation arrangements to align management interests and support long-term growth objectives.
- Represented an ESOP-owned utility vegetation management consulting firm through an audit of the firm’s ESOP by the Internal Revenue Service, resulting in the audit being closed with no changes.
- Represented the trustee of an ESOP in its acquisition of 100% of the common stock of a specialty earth works contractor.
- Represented a global digital infrastructure and technology services company in connection with the correction of a deferred compensation plan error involving an early payment to a participant. Advised on corrective actions and compliance under Section 409A of the Internal Revenue Code and the applicable Treasury Regulations to mitigate adverse tax consequences and preserve the plan’s compliance status.
- Worked with local counsel in Puerto Rico to prepare qualification submissions for Puerto Rico plans before the Puerto Rico Treasury for compliance with the Puerto Rico Internal Revenue Code and ERISA. *
- Represented a technology-driven mobility solutions company in connection with the design and implementation of a customized equity incentive plan. Also advised on and drafted advisory agreements to support engagement with key stakeholders, aligning incentives and governance with the company’s long-term strategic objectives.
- Counseled the management of companies on strategic planning with respect to retirement benefits, including post-acquisition harmonization of employee benefit plans, including the consolidation of defined benefit plans and 401(k) plans of multiple subsidiary companies into parent company’s respective plans following a large-scale merger. *
- Developed corporate, plan governance and fiduciary compliance strategies for public and private employers, including the preparation of retirement plan investment policies and benefit plan committee charters.*
-
Assisted in a complete overhaul of a private equity fund’s upper-tier structure.*
-
Developed a comprehensive employment matrix for non-US jurisdictions for divestitures, with a focus on TUPE compliance.*
-
Led the development of previous firms' updated equity incentive plan forms.*
