Executive Compensation Current Issues: PvP Disclosures, Retention-Based Compensation, Clawbacks, Equity, and More

Ms. Bruno’s practice involves helping clients create, implement and administer equity and executive compensation arrangements and programs, including equity plans, phantom equity arrangements, incentive plans, deferred compensation plans, change-in-control arrangements, and severance and employment agreements. Ms. Bruno advises and represents a broad range of public and private companies, boards of directors and compensation committees in these matters. She also assists executives with negotiation of their compensation packages, and works closely with senior executives and founders to implement 10b5-1 plans and complex diversification strategies. Additionally, Ms. Bruno has played a significant role in many public offerings, SPAC transactions and merger and acquisition transactions. On the corporate side of her practice, Ms. Bruno leverages her broad-ranging experience to counsel clients on the intricacies of federal securities laws. She advises public companies and registrants in preparing required disclosure filings and shareholder materials, and helps companies develop ESG strategies, consider disclosure requirements of director and executive compensation, understand cybersecurity issues, and address institutional investors and proxy advisory firm considerations. In addition, Ms. Bruno assists companies in implementing and administering a range of policies to address governance obligations, including insider trading, anti-hedging and claw back policies.

Mr. Smith utilizes his in-depth background in employee benefits and executive compensation law to advise public and private companies on establishing and ensuring the continued compliance of tax-qualified defined contribution and defined benefit retirement plans and all forms of executive compensation arrangements. He counsels clients on employee benefits matters that arise during mergers and acquisitions, finding solutions, and helping the deals to move forward. He also works with various health and welfare plans and executive and equity-based compensation. These include incentive and non-qualified stock options, restricted stock awards, stock appreciation rights, employee stock purchase plans, profits interests, phantom equity, performance unit and bonus plans, SERPs and other excess benefit plans, and non-qualified deferred compensation plans. 

Ms. Yorke is a partner at Outten & Golden in New York, and a co-chair of the firm’s Executives and Professionals Practice Group and a member of the Financial Services Practice Group. She represents employees, partners, co-founders and consultants in the negotiation and drafting of employment, severance, independent contractor, international assignment and restrictive covenants agreements. Ms. Yorke also counsels individuals and groups of individuals with respect to employment-related issues such as deferred compensation issues, lift-outs, restructurings and corporate transactions. She has experience working with individuals in a wide variety of industries – including financial services, healthcare, law, technology, media & entertainment, consumer goods & services, and fashion & luxury retail. Ms. Yorke is Co-Chair of the International Employment and Immigration Law Committee of the Labor and Employment Law Section of the New York State Bar Association.