Description:

Key Responsibilities:
Retirement Plans and Fiduciary Governance
  • Serve as lead legal advisor for the Company's qualified and non-qualified retirement programs, including 401(k), pension, and deferred compensation plans.
  • Provide legal counsel regarding ERISA fiduciary obligations, governance structures, plan administration, participant disclosures, and regulatory compliance.
  • Support Retirement Plan Committee activities, including preparation and review of meeting materials, resolutions, charters, and governance documentation.
  • Advise on plan investments, fiduciary governance practices, prohibited transaction concerns, and evolving regulatory requirements.
  • Support audits, regulatory examinations, government inquiries, and correction initiatives involving retirement plans.
  • Partner with internal stakeholders and external service providers to assess and implement plan design changes.

Executive and Incentive Compensation

  • Advise Human Resources and business leaders on executive compensation arrangements, incentive compensation plans, equity-based compensation, deferred compensation programs, retention awards, and severance arrangements.
  • Provide legal guidance regarding Sections 409A, 280G, 162(m), and other applicable tax and regulatory requirements.
  • Draft, review, and negotiate executive employment, change-in-control, severance, retention, and incentive compensation agreements.
  • Support governance and disclosure requirements associated with executive compensation programs.

Mergers, Acquisitions, and Strategic Transactions

  • Lead benefits and compensation legal support for mergers, acquisitions, divestitures, joint ventures, and other strategic transactions.
  • Conduct due diligence relating to retirement plans, executive compensation arrangements, health and welfare benefits, payroll practices, and benefits-related liabilities.
  • Identify transaction-related risks and develop practical mitigation strategies.
  • Review and negotiate benefits and compensation provisions in purchase agreements, transition services agreements, employee transfer arrangements, and integration documents.
  • Provide legal support for post-closing integration, harmonization, and transition initiatives.

Benefits Law Counseling

  • Advise Human Resources, Total Rewards, Payroll, Finance, and business stakeholders on employee benefits compliance matters.
  • Provide legal guidance regarding ERISA, IRS requirements, DOL regulations, and related employee benefits laws.
  • Draft and review plan documents, amendments, participant communications, summary plan descriptions, and administrative materials.
  • Monitor legislative and regulatory developments and provide practical, proactive guidance regarding emerging legal requirements.

Risk Management and Cross-Functional Partnership

  • Independently manage complex legal matters and provide practical, business-oriented advice to senior stakeholders.
  • Retain and manage outside counsel as appropriate to support specialized legal matters.
  • Develop and deliver training on benefits and compensation topics for Human Resources, plan fiduciaries, and business stakeholders.
  • Collaborate closely with Legal colleagues across employment, securities, tax, corporate governance, and corporate transactions functions to provide coordinated legal support.

Qualifications:
  • Juris Doctor (J.D.) degree from an accredited law school.
  • Active license to practice law and ability to maintain good standing in at least one U.S. jurisdiction.
  • Typically 10+ years of legal experience with significant emphasis on employee benefits, executive compensation, and ERISA matters.
  • Demonstrated experience advising on qualified retirement plans, fiduciary governance, executive compensation, and benefits compliance.
  • Significant experience supporting mergers, acquisitions, and other corporate transactions from a benefits and compensation perspective.
  • In-house experience supporting a large, complex organization is strongly preferred.
  • Deep knowledge of ERISA, the Internal Revenue Code, and employee benefits regulatory requirements.
  • Strong drafting, negotiation, analytical, and stakeholder-management skills.

If you will be working at home occasionally or permanently, the internet connection must be obtained through a cable broadband or fiber optic internet service provider with speeds of at least 10Mbps download/5Mbps upload.