Executive Compensation

We advise on the design and operation of deferred compensation arrangements under Sections 409A, 280G, and 162(m) of the Internal Revenue Code. Our attorneys help clients avoid excise tax exposure, structure golden parachutes, and optimize deductibility for performance-based compensation. We also handle complex multi-jurisdictional tax issues for global executives.

Our team assists public companies in meeting disclosure requirements under SEC regulations, including the Compensation Discussion and Analysis (CD&A), proxy statement disclosures, and pay-versus-performance reporting. We also prepare filings for equity compensation plans and advise on shareholder approval processes under stock exchange listing standards.

SJKP LLP designs and maintains nonqualified deferred compensation and supplemental executive retirement plans (SERPs) that comply with ERISA and the Department of Labor’s top-hat plan exemptions. We also help clients administer clawback policies and deferral arrangements consistent with corporate governance best practices.

We draft and negotiate employment, retention, and change-in-control agreements that balance retention incentives with fiduciary duties and shareholder expectations. Our counsel includes analysis under Sections 280G and 4999, parachute excise tax mitigation strategies, and structuring for deductibility under 162(m).

We guide pre-IPO companies in designing equity incentive programs that attract top talent while satisfying disclosure and governance standards applicable to public companies. In spin-offs and restructurings, we manage the separation of plans, allocation of awards, and retention of critical executives during corporate transitions.

SJKP LLP advises on compensation programs in Chapter 11 and out-of-court restructurings, ensuring compliance with Section 503(c) limitations and court approval processes. We help clients retain and motivate key personnel during financial distress without violating bankruptcy restrictions.

We counsel on shareholder engagement and proxy advisory firm (ISS and Glass Lewis) expectations to avoid say-on-pay vote failures. Our attorneys assist with investor outreach, disclosure enhancements, and response strategies following adverse recommendations or failed votes.

We advise boards and compensation committees on fulfilling fiduciary duties, documenting the rationale for pay decisions, and managing conflicts of interest. Our team drafts committee charters, minutes, and governance policies that support defensible compensation determinations.

Our counsel integrates legal compliance with economic value creation. We design short- and long-term incentive programs linked to measurable performance metrics such as TSR, EBITDA, or ESG-based targets, ensuring alignment between pay and shareholder outcomes.

We help companies incorporate environmental, social, and governance (ESG) metrics into performance plans, ensuring consistency with SEC guidance and investor expectations. Our attorneys advise on the disclosure of ESG-linked compensation and its impact on proxy advisory scoring.

SJKP LLP assists clients in designing equitable compensation frameworks that reflect diversity and inclusion commitments. We analyze pay equity, evaluate DEI-linked incentives, and ensure compliance with federal and state equal pay laws.

We counsel multinational companies on cross-border compensation, mobility tax, and foreign securities law compliance. Our attorneys ensure that global incentive plans align with local employment laws and data privacy requirements, reducing risk in multi-jurisdictional environments.

Our practice integrates the firm’s Tax, Employment, Corporate, and Securities expertise to provide a holistic approach to compensation design. We handle every dimension—from drafting and disclosure to litigation defense and regulatory negotiation.

We understand the reputational and investor relations implications of executive pay. SJKP LLP ensures that every compensation decision is grounded in sound governance, transparent disclosure, and alignment with long-term business performance.

Our attorneys have advised boards and executives across industries including financial services, healthcare, energy, technology, and consumer goods. This experience enables us to tailor solutions to the specific regulatory, cultural, and market expectations of each sector.