Executive Compensation, Benefits, and ERISA Of Counsel

Job Description

Job Description

Direct Counsel is seeking an Executive Compensation, Benefits, and ERISA Senior Associate or Of Counsel to join a nationally respected, full-service law firm with a premier transactional practice. This role is available in either New York or Palo Alto and offers the opportunity to work on cutting-edge matters alongside recognized leaders in the field. Position Overview :

The firm is seeking a senior-level attorney with a minimum of seven years of experience advising on executive compensation, employee benefits, and ERISA matters, particularly in the context of complex corporate transactions . The ideal candidate will bring both technical depth and commercial judgment to support clients across a range of industries.

This position involves direct client interaction and strategic counseling on a wide variety of matters related to M&A, private equity transactions, and corporate restructurings . The role also includes high-level work on equity compensation plans, employment agreements, and SEC compensation disclosures .

Key Responsibilities :

Advise public and private companies, boards of directors, and senior executives on the design, implementation, and operation of executive compensation and incentive plans .

Support corporate transactional work by leading compensation and benefits diligence, drafting and negotiating related provisions in purchase agreements, and advising on post-closing integration issues.

Analyze and advise on the application of IRC §§ 280G and 409A , as well as ERISA and other applicable laws.

Assist clients with the preparation of proxy statements and other SEC filings relating to executive compensation and benefits.

Provide guidance on equity arrangements, severance plans, deferred compensation, and retention programs .

(Bonus) Provide general advice on tax-qualified retirement plans, health and welfare plans , and compliance with COBRA, HIPAA, and ACA requirements.

Qualifications :

Minimum of 7 years of relevant experience at a top law firm or sophisticated boutique.

Deep transactional experience with compensation and benefits issues, particularly in M&A and private equity contexts.

Strong knowledge of IRC, ERISA, and federal securities laws as they apply to compensation matters.

Excellent writing, drafting, and negotiation skills.

Outstanding academic credentials.

Admission to the bar in New York or California (depending on the office location).

Experience working with high-profile clients and managing multiple matters simultaneously in a fast-paced environment.

Preferred Experience :

Experience counseling public companies on SEC disclosure requirements and Say-on-Pay issues.

Familiarity with cross-border compensation issues and multinational equity plans.

Background in employment-related matters is a plus but not required.

Compensation :

Annual base salary range : $420,000 – $500,000

(Actual salary will be determined based on experience and qualifications.)

Why Join?

This firm offers the resources of a global platform with the feel of a tight-knit, collaborative practice. Attorneys benefit from a robust pipeline of high-end work, strong associate development programs, and a culture that values both excellence and collegiality.