Executive Compensation

Davis Graham & Stubbs LLP has dedicated expertise to design innovative executive compensation and benefits arrangements that meet the needs of clients while withstanding the scrutiny of regulators, investors, and the public. We advise companies, boards of directors, compensation committees, management teams, and individual senior executives on the best compensation practices for their organizations and provide expertise in all aspects of the evolving executive compensation and benefits laws affecting today’s businesses.

Our experience in this area includes design and advice on executive employment agreements, equity-based compensation plans, deferred compensation plans, excess benefit plans, golden handcuff arrangements, phantom stock plans, restricted stock agreements, change of control agreements, and repricing arrangements for publicly listed and closely-held companies.

We bring a multidisciplinary approach to advising clients on their compensation arrangements, incorporating expert advice in tax, securities, ERISA, corporate fiduciary, and employment law, as well as stock exchange rules and practical considerations raised by proxy advisory services such as ISS.

Compensation Plans

We assist our clients in the design, drafting, implementation, communication, and administration of compensation programs that are cost-effective and tax-favorable, comply with all applicable securities and employee benefits laws, and adhere to current market standards for attracting, retaining, and motivating key employees.  We also counsel and assist clients to make all necessary governmental, exchange, and shareholder disclosures relating to these plans, programs, and agreements.

Board of Directors and Compensation Committee Counseling

We advise boards of directors and compensation committees on optimal compensation programs as well as the negotiation and delivery of employment, change of control, retention, severance, and golden parachute agreements.  We also design and counsel on nonqualified deferred compensation plans and supplemental executive retirement plans. Directors rely on us to keep them abreast and in compliance with all legal developments that affect their responsibilities and potential liability under securities, benefits, and tax laws.

Senior Executive, LLC Membership, and Partnership Representation

We advise CEOs and other senior executives in negotiating employment, compensation, and severance agreements, including membership interests in limited liability companies and other types of non-corporate entities.  We also counsel individual clients on the enforceability of restrictive covenants (non-compete, non-solicit, non-disclosure, and non-disparagement), and confidentiality provisions.

M&A and Restructuring Compensation

We are experts in negotiating compensation arrangements in the context of merger and acquisition transactions.  We have extensive experience representing individual executives, teams of executives, and private equity sponsors in connection with such transactions, and we have the knowledge of market practices and trends that come with such experience.

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