Executive Compensation and Qualified Plans are vital parts of Miller & Chevalier’s nationally recognized Employee Benefits practice. We steer our clients – many with workforces in the tens of thousands and plan assets in the billions – through the intricacies of Washington bureaucracy.

Clients regularly seek our advice on such specific compensation issues as applying section 409A to agreements, including deferred compensation, change-in-control, and equity compensation grants; reviewing split-dollar and other insured arrangements; designing and administering incentive plans to qualify as performance plans under section 162(m); minimizing taxes under sections 280G and 4999; and designing and drafting equity compensation arrangements. We are experienced in addressing the payroll-tax and information reporting implications of various arrangements, handling issues related to fringe benefits for executives, and untangling expatriate/impatriate compensation issues.

Qualified plans are some of the most valuable and heavily regulated recruitment tools available to employers. Continual changes in the rules governing defined benefit pension and 401(k) plans – from the IRS, DOL, and the Pension Benefit Guaranty Corporation (PBGC) – challenge employers’ efforts to stay current and take appropriate action. 

Our Qualified Plans practice guides businesses through the intricacies of these rules whether it be navigating qualification issues without an IRS determination letter program, 401(k) plan designs and investment matters, handling participant claims, or de-risking defined benefit plans.  Our lawyers are recognized for their subject-matter knowledge, their efficiency and long-standing working relationships with government agencies, and their policy acumen, distinctions that we value and that serve our clients well.  Most advisors seek solutions that are safest from a regulatory perspective.  At Miller & Chevalier, we craft innovative and practical solutions to our clients’ business challenges.

Executive Compensation 

  • Represented clients in successful lobbying efforts to narrow the scope and limit the effective date of Code Section 409A. Persuaded Congressional staffers to adopt favorable rules in applying proposed $1 million cap on deferred compensation to supplemental executive retirement plan (SERP) benefits.
  • Consulted with financial institution on unique issues arising out of participation in the Trouble Asset Relief Program (TARP), such as the special Section 162(m) deduction rules applicable to the institution due to participation in TARP and the tax consequences to employees and employer of employees returning bonuses.
  • Assisted a major technology company in structuring compensation arrangements for senior executives of a cross-border joint venture based in Europe. Developed an arrangement under which each of the venture’s key executives were given a "country friendly" employment agreement, coupled with a separate severance agreement providing additional benefits subject to U.S. law. This novel arrangement was designed to preclude an executive from ever challenging the severance benefits in a European court.
  • Obtained more than 20 favorable private letter rulings (PLRs) in the last 10 years dealing with executive and equity compensation matters in a variety of areas, such as those involving Section 162(m) performance-based compensation and Section 423 employee stock purchase plans. (See, e.g., PLR 200613012, PLR 200537005, and 200547007).
  • Advised Fortune 100 companies regarding executive agreements (e.g. employment, severance, and change-of-control agreements), deferred compensation plans (e.g., account balance plans, Supplemental Executive Retirement Plans (SERPS), and bonus deferrals) and equity awards (e.g., stock options, Stock Appreciation Rights (SARs), Restricted Stock Units (RSUs), deferred shares, and performance share) on wide-ranging issues dealing with plan design and administration, proxy disclosure, and corrections, arising under that various tax rules set forth in Sections 61, 83, 162(m), 280G, 402(b), 404(a)(5), 404A, 409A, 457A, 3121(v)(2), and 4999.

Qualified Plans

  • Obtained private letter ruling allowing company to transfer excess pension assets to a Section 401(h) account through a Section 420 transfer on behalf of retirees who have had their pension benefits settled through retiree lump sum window or otherwise (PLR 201511044).
  • Obtained three private letter rulings allowing companies to offer retiree lump sum windows as part of their pension plan de-risking strategies (PLR 201228045, PLR 201431034, PLR 201424031). 
  • Obtained private letter ruling involving a transaction freezing of accruals and contributions under a floor-offset retirement plan arrangement and Rev. Rul. 76-259 and Section 411(d)(6). 
  • Assisted large companies in the termination of their defined benefit pension plans and related annuity placements, some of which included Section 401(h) accounts for retiree medical benefits. 
  • Obtained favorable administrative scrutiny determinations by IRS with respect to separate lines of business under section 414(r).
  • Obtained VCP approval for method of correction for ESOP operation issue for large energy company, avoiding millions of dollars in potential correction costs. 
  • Deputy Associate Solicitor, Office of the Solicitor, U.S. Department of Labor
  • Senior Trial Attorney, Office of the Solicitor, U.S. Department of Labor 
  • ERISA Counsel, Regional Office of the Solicitor, U.S. Department of Labor
  • ERISA Trial Attorney, Regional Office of the Solicitor, U.S. Department of Labor
  • Senior Benefits Law Specialist, Office of Regulations and Interpretations, U.S. Department of Labor 
  • Chambers USA: Employee Benefits & Executive Compensation Team of the Year, 2015
  • Chambers USA: Employee Benefits & Executive Compensation (Nationwide), 2015 - 2019
  • Chambers USA: ERISA Litigation (Nationwide), 2015 - 2019
  • Chambers USA: Employee Benefits & Executive Compensation (District of Columbia), 2008 - 2019
  • Legal 500: Employee Benefits & Executive Compensation Team of the Year (U.S.), 2015
  • Legal 500: Labor & Employment: Employee Benefits, Executive Compensation, and Retirement Plans – Design, 2010 - 2019
  • Legal 500: Labor & Employment: ERISA Litigation (U.S.), 2012 - 2019
  • U.S. News - Best Lawyers® "Best Law Firms": Employee Benefits (ERISA) Law (National), 2013 - 2019
  • U.S. News - Best Lawyers® "Best Law Firms": Employee Benefits (ERISA) Law (District of Columbia), 2010 - 2019

Earlier today, the IRS released new percentage method withholding tables for 2018 implementing the changes to major withholding provisions following the enactment of tax reform legislation.  In the


In a news release, the IRS today announced that it anticipates issuing initial withholding guidance to implement the changes under the tax reform bill in January 2018.  Employers and payroll servic