• videocam Live Webinar with Live Q&A
  • calendar_month July 14, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel ERISA
  • schedule 90 minutes

Structuring Executive Compensation Packages: Addressing Pay, Severance, Restrictive Covenants, and More

About the Course

Introduction

This CLE course will provide ERISA, compensation, and HR counsel with strategies for structuring and negotiating executive employment agreements. The panelists will discuss considerations and best practices when drafting provisions regarding compensation, severance, restrictive covenants, and other key terms.

Description

Structuring employment agreements with senior executives can raise significant legal issues, considerations, and consequences for employers and executives, including tax, securities, corporate, and employment law, among others.

Additionally, because employment agreements for public company executives must often be publicly disclosed, these agreements and the amounts payable under them are subject to scrutiny from shareholders and their advisers, governmental agencies, and others.

Counsel must prepare to anticipate and avoid pitfalls that lurk in the details of an executive employment agreement. There are various important provisions, including those addressing incentive pay, equity grants, and severance entitlements (including the circumstances triggering payment and release requirements). Special considerations that arise in the context of a change in control will also be addressed. The restrictive covenants landscape is constantly changing, and our panel will address recent developments regarding those arrangements.

Listen as our panel reviews the various types of executive compensation, techniques, and considerations for negotiating severance provisions, best practices for drafting restrictive covenants, and more. The panelists will discuss relevant legal issues with an emphasis on addressing practical, real life situations.

Presented By

Tyler Forni
Attorney
Proskauer Rose LLP

Mr. Forni advises public and private companies, private equity firms, and executives to achieve strategic business objectives through bespoke executive compensation and employee benefit arrangements. He works with clients to solve issues that arise during corporate transactions and the ongoing management of equity and phantom equity plans, nonqualified and qualified deferred compensation plans, and health and welfare plans. Mr. Forni regularly drafts and negotiates employment agreements, separation agreements, and change in control and other incentive arrangements.

Susan E. Stoffer
Partner
Nelson Mullins Riley & Scarborough LLP

Ms. Stoffer practices in executive compensation and employee benefits law. She has spent more than 25 years, including many years with a large international law firm based in New York, counseling clients on equity and non-equity incentive plans and complex retirement plan and health and welfare plan compliance issues. Ms. Stoffer also served as the in-house employee benefits counsel for Time Warner Inc., assisting the company with challenging merger and acquisition issues as they related to a multitude of compensation and benefits arrangements covering a wide spectrum of employee classifications.

David B. Teigman
Partner
Proskauer Rose LLP

Mr. Teigman is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group. He focuses his practice on executive compensation and benefit matters, principally in connection with mergers and acquisitions, securities offerings and senior executive employment relationships. Mr. Teigman regularly counsels public and private companies on compensatory and benefit arrangements, such as equity-based incentives, cash-based incentives and employment, change-in-control, retention, separation and consulting agreements. He also advises on corporate governance, tax law and securities law related to employment matters.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, July 14, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Threshold considerations

A. Pros/cons of entering into executive employment agreements

B. Term

C. Title/duties

D. Reporting

II. Types of compensation

A. Base salary

B. Bonus/short-term incentive pay

C. Long-term incentive pay

D. Benefits and prerequisites

III. Negotiating severance

IV. Change in control considerations

V. Restrictive covenants

VI. Other key provisions and considerations

The panel will review these and other key issues:

  • When employment agreements are appropriate
  • What types of compensation structures must be considered when negotiating and drafting an executive employment agreement?
  • How tax considerations for different forms of compensation
  • What are the "hot button" executive compensation issues from an investor's perspective?
  • How to handle the release requirement in order for an executive to receive severance
  • How an employer can bolster the enforceability of restrictive covenants
  • When and how to include change in control protections