Executive Compensation and Employee Benefits



The Executive Compensation and Employee Benefits Practice Group provides comprehensive advice on executive and director compensation, equity compensation, retirement plans, health and welfare plans, retention and severance arrangements and more.

Substantive areas that the practice handles include:

  • Executive and board compensation arrangements
  • Stock options, profits interests and other forms of equity compensation
  • Mergers and acquisitions support
  • Change in control and “golden parachute” arrangements
  • Plan assets and fiduciary compliance/private equity
  • Tax-qualified retirement plans
  • Nonqualified deferred compensation plans
  • Incentive compensation arrangements
  • Health and welfare plans
  • Employee Retirement Income Security Act (ERISA) litigation

Gibson, Dunn & Crutcher’s interdisciplinary Executive Compensation and Employee Benefits group offers comprehensive advice and services in all compensation and benefits matters.  The group cuts across traditional lines to encourage the sharing of experience and capabilities among group members.  Our lawyers include experts in ERISA and tax laws relating to employee benefits and executive compensation.  Others are highly skilled in securities laws, corporate governance, and labor and employment laws.  We are also one of the most respected ERISA litigation practices in the United States.

The clients who entrust us with their most sensitive and challenging matters include:

  • Corporations
  • Boards of directors and compensation committees
  • Senior executives
  • Private equity funds, hedge funds and other alternative investment vehicles
  • Pension plans
  • Financial institutions

The Executive Compensation and Employee Benefits group deals extensively with the U.S. Internal Revenue Service, Department of Labor, Securities and Exchange Commission, Pension Benefit Guaranty Corporation (PBGC) and other government agencies, as well as the U.S. Congress on matters relating to employee benefit plans and executive compensation.

We have deep capabilities helping you with underfunded pension plans (including matters involving the PBGC) and retiree medical liabilities.  We regularly deal with the many compensation and benefits issues that arise with mergers and acquisitions, public and private financings, ERISA plan asset investments, bankruptcies and ERISA litigation.

Today’s ever-changing compensation and benefits plans and programs present an array of legal challenges.  Our highest priority is to develop an ongoing and knowledgeable counseling relationship with our client.  Many issues that relate to employee benefits and executive compensation require input and cooperation from different functional groups and individuals in an organization.  We strive to work with all of them to form a knowledge base that lets us provide superior and integrated service.


Gibson Dunn Adds Executive Compensation and Employee Benefits Partner Kate Napalkova in New York

-July 15, 2024

Updated Summary of Director Education Opportunities Available (June 2024)

-June 20, 2024

Annual ERISA Litigation Review and Outlook – 2024

-June 18, 2024

Webcast: The FTC’s Non-Compete Rule

-May 2, 2024

Updated Summary of Director Education Opportunities Available (April 2024)

-April 9, 2024

Latest Labor and Employment Developments: Federal Court Vacates NLRB Joint Employer Rule; Overtime Rule Under Review at OIRA

-March 12, 2024

Delaware Court of Chancery Invalidates Elon Musk’s $55.8 Billion Equity Compensation Package

-February 5, 2024

Top Labor and Employee Benefits Issues to Think About in M&A Deals

-January 17, 2024

Updated Summary of Director Education Opportunities Available (October 2023)

-October 11, 2023

Lawdragon 500 2024 Names 23 Gibson Dunn Partners Top Employment Lawyers

-September 25, 2023

Recent Developments in Colorado Employment Law

-June 15, 2023

NYSE and Nasdaq Allow More Time for Companies to Adopt Rule 10D-1 Clawback Policies: What to Do Now

-June 9, 2023

Executive Compensation Disclosure Handbook: A Practical Guide to the SEC’s Executive Compensation Disclosure Rules 2023

-April 20, 2023

Annual ERISA Litigation Outlook and 2022 Review

-March 21, 2023

DOJ Updates Its Guidance on Corporate Compliance Programs

-March 14, 2023

Webcasts: Gibson Dunn’s Annual California MCLE Marathon – 2023

-January 12, 2023

Webcast: Executive Compensation Updates and Trends: What You Need to Know

-December 16, 2022

SEC Releases Final Clawback Rules

-October 27, 2022

IRS Updates U.S. Retirement Plan COLAs for 2023

-October 21, 2022

SEC Releases Final Pay Versus Performance Rules

-August 29, 2022

11 Gibson Dunn Partners Named Lawyers of the Year

-August 18, 2022

Lawdragon 500 2022 Names 20 Gibson Dunn Partners Top Employment Lawyers

-August 15, 2022

Labor Department Proposes “QPAM” Changes

-July 26, 2022

2021 ERISA Litigation Update

-February 22, 2022

BlackRock, Vanguard and State Street Update Corporate Governance and ESG Policies and Priorities for 2022

-January 25, 2022

Supreme Court Holds That Investor Choice Does Not Categorically Preclude ERISA Claims For Breach Of Fiduciary Duty

-January 24, 2022

New York City Enacts Pay Transparency Law Requiring Salary Ranges in Job Postings

-January 21, 2022

ISS and Glass Lewis Issue Voting Policy Updates for 2022

-December 13, 2021

Fourteen Gibson Dunn Partners Named Top Employment Lawyers

-November 15, 2021

ISS Releases Surveys for 2022 Policy Updates

-August 5, 2021

2020 Year-End ERISA Disputes Update

-February 11, 2021

Proxy Advisory Firm Updates and Action Items for 2021 Annual Meetings

-December 3, 2020

New York State’s New Paid Sick Leave Law Takes Effect on September 30, 2020

-September 30, 2020

Krista Hanvey Named Among Texas Lawyer’s 2020 On the Rise Honorees

-September 18, 2020

Law360 Names Five Gibson Dunn Lawyers as 2020 Rising Stars

-July 6, 2020

Supreme Court Holds That ERISA Defined-Benefit Pension Plan Participants Do Not Have Article III Standing To Sue For Fiduciary Breach

-June 1, 2020

Gibson Dunn Earns 84 Top-Tier Rankings in Chambers USA 2020

-April 24, 2020

Gibson Dunn Deal Receives Honorable Mention in Asian-Mena Counsel Magazine

-April 3, 2020

Tax-Favored Financial and Other Assistance to Employees in the Face of COVID-19

-March 25, 2020

IRS Updates U.S. Retirement Plan COLAs for 2020

-November 6, 2019

UK Employment Update – January 2019

-January 24, 2019

Glass Lewis Issues 2019 Proxy Voting Policy Updates

-November 1, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

-October 30, 2018

IRS Provides Much Needed Guidance on Opportunity Zones through Issuance of Proposed Regulations

-October 22, 2018

Webcast: IPO and Public Company Readiness: Focus on Executive Compensation

-September 6, 2018

IRS Issues Initial Selective Guidance on New Section 162(m) Provisions, including Transition Rules

-August 30, 2018

Shareholder Proposal Developments During the 2018 Proxy Season

-July 12, 2018

Fifth Circuit Vacates Labor Department’s “Fiduciary Rule” “In Toto” in Chamber of Commerce of U.S.A., et al. v. U.S. Dep’t of Labor

-March 18, 2018

Court Reevaluates Stockholder Ratification of Director Compensation for First Time in Decades

-February 21, 2018

IRS Issues First “Required Amendments List” for Tax-Qualified Retirement Plans Under New Program

-January 31, 2018

UK Employment Update – January 2018

-January 17, 2018

The Tax Bill: Year-End Planning Considerations for Executive Compensation

-December 21, 2017

Proxy Advisory Firms: Policy Updates and Action Items for 2018 Annual Meetings

-November 28, 2017

Updates to Taxation of Executive Compensation and Employee Benefits Under the Proposed House Tax Legislation

-November 10, 2017

Potential Changes in Taxation of Executive Compensation and Employee Benefits Under the Proposed House Tax Legislation

-November 8, 2017

IRS Updates U.S. Retirement Plan COLAs for 2018

-October 19, 2017

SEC Proposes Amendments to Securities Regulations to Modernize and Simplify Disclosure

-October 13, 2017

SEC Issues Significant Guidance on Pay Ratio Rules

-September 26, 2017

Internal Revenue Service Announces Relief for Southeast Texas Due to Hurricane Harvey

-September 5, 2017

Shareholder Proposal Developments During the 2017 Proxy Season

-June 29, 2017

PCAOB Adopts New Model for Audit Reports

-June 2, 2017

French Legal Briefing – France Continues to Adopt the Highest International Standards to Attract Investors

-February 21, 2017

Webcast: Key Legal Issues in Compensation and Benefits in M&A Transactions

-January 26, 2017

Webcast: Antitrust Agencies Issue Guidance for Human Resource Professionals on Employee Hiring and Compensation

-January 24, 2017

A DOJ Crackdown on Employee Recruiting and Compensation

-December 5, 2016

Proxy Advisory Firm Updates and Action Items for 2017 Annual Meetings

-November 22, 2016

Planning for Your Annual Shareholder Meeting: Selected Considerations for a Virtual-Only Meeting

-November 16, 2016

IRS Updates U.S. Retirement Plan COLAs for 2017

-November 1, 2016

Final NASDAQ Rule on Disclosure of Third-Party Compensation for Directors and Nominees Includes Important Clarifications and Highlights Related Considerations for All Public Companies

-August 4, 2016

“Commonsense Principles of Corporate Governance” Released

-July 21, 2016

IRS Releases Additional Guidance on Changes to Determination Letter Program for Qualified Retirement Plans

-July 5, 2016

IRS Issues Proposed Regulations Addressing Application of Section 409A to Nonqualified Deferred Compensation Plans

-June 24, 2016

Equal Employment Opportunity Commission Issues Final Wellness Plan Regulations

-May 31, 2016

Board Evaluations – Getting the Most from the Evaluation Process

-May 25, 2016

SEC Updates Guidance on Non-GAAP Financial Measures

-May 19, 2016

PCAOB Again Issues Proposal to Change Audit Report

-May 18, 2016

French Legal Briefing – French Government Sends Strong Positive Signals to French and Foreign Businesses

-April 5, 2016

District Court Issues Troubling Decision in Sun Capital Case: Private Equity Funds Formed “Partnership-in-Fact” and Were Engaged in “Trade or Business,” Liable for Withdrawal Liability Obligations of Portfolio Company

-March 31, 2016

SEC Picks Up The Pace On Financial Reporting Fraud Efforts

-October 26, 2015

U.S. Retirement Plan COLAs Unchanged for 2016

-October 21, 2015

Directors’ Duties & Responsibilities in Singapore

-August 13, 2015

SEC Adopts Final CEO Pay Ratio Disclosure Rules

-August 6, 2015

Council of Institutional Investors Announces Its Views on Proxy Access Best Practices

-August 5, 2015

IRS to Curtail Determination Letter Program for Qualified Retirement Plans

-July 21, 2015

Shareholder Proposal Developments During the 2015 Proxy Season

-July 15, 2015

U.S. Internal Revenue Service Announces Elimination of Lump Sum Windows for Retirees Already Receiving Benefits

-July 9, 2015

Stockholder Ratification of Compensation for Non-employee Directors

-May 20, 2015

United States Supreme Court Finds ERISA Fiduciary Claims Not Time-Barred

-May 19, 2015

In Calma v. Templeton, Delaware Court of Chancery Finds Director Compensation Decision Subject to Entire Fairness Review

-May 11, 2015

SEC Proposes Rules Regarding “Pay Versus Performance” Disclosures

-May 1, 2015

Webcast: Pension Tension: The Treatment of Underfunded Pensions In and Out of Bankruptcy

-April 30, 2015

U.S. Internal Revenue Service Releases Final Section 162(m) Regulations; Primary Impact Is on Equity Awards Granted by Newly Public Corporations

-March 31, 2015

Considerations for Public Company Directors in the 2015 Proxy Season and Beyond

-February 6, 2015

Qualified Plan Limitations Updated for 2015

-November 5, 2014

Demand Futility Standards in the Executive Compensation Context

-September 24, 2014

UK Employment – 2014 Mid-Year Review

-July 29, 2014

SEC Staff Releases Guidance Regarding Proxy Advisory Firms

-July 1, 2014

Shareholder Proposal Developments During the 2014 Proxy Season

-June 25, 2014

Drilling Down on the New ISS “QuickScore 2.0” and Recent ISS Guidance; Companies Should Verify ISS Data No Later than February 7, 2014

-February 3, 2014

UK Employment — Key Developments for 2014

-January 30, 2014

Considerations for Public Company Directors in the 2014 Proxy Season and Beyond

-January 16, 2014

2013 Year-End U.S. Retirement and Welfare Plan Update: Action Items for Plan Sponsors

-November 19, 2013

Qualified Plan Limitations Updated for 2014

-November 13, 2013

UK Corporate Governance Developments: 2013 Mid-Year Update

-August 27, 2013

First Circuit Issues Troubling ERISA Decision for Private Equity Funds

-August 2, 2013

UK Employment Update – Summer 2013

-July 31, 2013

Supreme Court’s Defense of Marriage Act Decision Will Have Profound Impact on Employee Benefit Plans

-July 12, 2013

Shareholder Proposal Developments During the 2013 Proxy Season

-July 9, 2013