J. Rob Fowler




P: +1.713.229.1229 F: +1.713.229.2729
Rob Fowler Photo

Rob Fowler practices primarily in the area of employee benefits. He has broad experience in the design and implementation of employee benefit plans, including multiemployer plans and related tax-qualification requirements, reporting and disclosure matters, prohibited transaction issues and other fiduciary concerns.

Additionally, Mr. Fowler advises clients regarding employee stock ownership (ESOP) transactions, and regularly advises clients regarding the employee benefits aspects of mergers, acquisitions and joint ventures and regarding the integration of plans and arrangements following a transaction. He has extensive experience in the negotiation and drafting of employment and consulting agreements, restrictive covenants, clawback arrangements, golden parachute arrangements and other executive compensation and incentive programs, including the various forms of equity compensation arrangements and regularly advises clients on issues under Sections 409A and 162(m) of the Internal Revenue Code. He has helped design and implement compensation and benefits arrangements for numerous master limited partnerships (MLPs). He also handles filings with the Pension Benefit Guaranty Corporation, Department of Labor and Internal Revenue Service and has been involved in several ERISA litigation matters.

Following graduation from law school, Mr. Fowler served as a law clerk to the Honorable Edith Jones of the United States Court of Appeals for the Fifth Circuit.

Related Experience

  • Negotiation of the employee benefits provisions in a large public company merger in the oilfield services industry, and assisted with benefits integration, executive compensation and retention planning post-merger
  • Negotiation of employee benefits aspects of sale of retail electric provided in which ESOP was a significant selling shareholder
  • Representation of multiemployer pension and welfare plan trustees in plan administration, plan design and fiduciary issues
  • Advised clients regarding compensation and benefits structuring in connection with initial public offering of MLPs
  • Represented management team in the negotiation of equity incentive and other compensation arrangements in connection with private equity purchase
  • Negotiation of the employee benefits provisions in a client’s sale of a subsidiary
  • Negotiation of the employee benefits provisions of a joint venture agreement between two oilfield services companies and providing advice regarding follow-up issues in implementation of the joint venture structure
  • Design and implementation of several employee stock ownership plans
  • Addressed equity compensation adjustments and related matters in public company split-off
  • Representation of a major oil company in a class action suit alleging that independent contractors were common-law employees entitled to benefits
  • Representation of an investment committee in a class action suit over employer stock issues in a 401(k) plan
  • Negotiation of numerous employment and separation agreements on behalf of employers and executives
  • Advised clients regarding design of equity incentive arrangements, including restricted stock, phantom stock, stock units, stock options and stock appreciation rights and preparation of related documentation
  • Advised client regarding various aspects of pension plan termination

Awards & Community

Recommended in The Legal 500 U.S., 2013

Listed in The Best Lawyers in America (Woodward White, Inc.), 2012-2015

Recognized as 2014-2015 Houston Employee Benefits (ERISA) Law "Lawyer of the Year" by Best Lawyers (Woodward White, Inc.)

Recognized as a Texas Super Lawyer (Thomson Reuters), 2014, 2015 & 2018

Recognized as a Texas Super Lawyer-Rising Star (Thomson Reuters), 2004-2009


Publications, Speeches & Presentations



Tax Reform's Impact on Executive Pay Webcast

Baker Botts will provide further insight into the executive compensation elements of recently released Congressional proposals for a tax reform plan – the Tax Cuts and Jobs Act.