Our Executive Compensation practice counsels companies, boards of directors and executives on all aspects of compensation matters. This includes designing incentive plans and advising on the related tax, securities, governance and disclosure requirements. We stay informed on the latest market practices and ahead of regulatory changes to help keep compensation programs competitive and compliant. We support clients with both everyday plan management and complex transactions.

What Compensation Arrangements Does Baker Botts Handle?

We design, draft, negotiate and implement a broad range of compensation arrangements, including:

• Equity incentive plans, including stock options, restricted stock, restricted stock units, profits interests and performance awards
• Annual bonus plans and other short- and long-term cash incentive programs
• Employment, severance and consulting agreements
• Severance and separation agreements
• Change in control and transaction bonus arrangements
• Retention arrangements
• Deferred compensation plans
• Employee stock purchase plans
• Executive transition and separation arrangements

Our compensation lawyers also advise clients on tax issues that can affect compensation arrangements, such as Section 280G (including the exemptive shareholder vote process for private companies and mitigation strategies for public companies) and Section 409A, as well as related securities laws, including stock exchange requirements, as well as institutional investor and shareholder advisory firm considerations.

How Do We Help Address Compensation Issues in Corporate Transactions?

Compensation issues can significantly influence the outcome of a corporate transaction. Our experienced lawyers identify and address these considerations early to help keep deals on track. We counsel clients on compensation issues across a variety of domestic and international transactions, including mergers, acquisitions, divestitures, sales, joint ventures, spin-offs, capital markets offerings (including Special Purpose Acquisition Company (SPAC) and de-SPAC transactions) and reorganizations and restructurings. We advise management teams and individual executives on pre- and post-transaction compensation and benefits matters. We have substantial experience advising clients on rollover and co-investment arrangements and new management incentive compensation structures.

We have deep experience advising private equity sponsors and their portfolio companies on management equity programs, incentive arrangements, and compensation matters related to leveraged buyouts, add-on acquisitions, and exit transactions.

Who Do We Represent?

Our team advises both organizations and the executives who lead them, as well as boards of directors and committees, giving us a well-rounded perspective on the legal and strategic considerations that shape compensation decisions. Our clients include:

• Public and private companies, including emerging and growth-stage companies
• Real estate investment trusts (REITs)
• Private equity and their portfolio companies
• Boards of directors and compensation committees
• Management teams and individual executives

We provide day-to-day counseling to our clients regarding compensation matters, including annual equity awards, compensation arrangements for new hires, and board or committee meeting preparation and attendance. We work closely with compensation consultants as part of our practice.

For public companies, we also manage the disclosure and governance side of executive compensation. This includes Form 10-K and proxy statement disclosure, including the Compensation Discussion and Analysis (CD&A) and related tables, as well as shareholder proposals relating to say-on-pay, say-on-frequency, say-on-golden parachutes and adoption or amendment of equity incentive plans, Form 8-K reporting, Form S-8 filings and Section 16 filings, including Form 4.