Executive Compensation & Equity Incentives
Equity incentives fail in two directions: they under-motivate, or they create tax liability nobody priced. The firm designs and documents executive compensation and equity arrangements for private companies — phantom equity and bonus plans built for IRC §409A compliance, change-of-control provisions, buy-sell mechanics, and ROFR structures — so key people are retained, ownership stays controlled, and the tax treatment is the one everyone intended.
Services
SIX ITEMS- Phantom equity, profits interest, and incentive bonus plans
- IRC §409A-compliant deferred compensation and change-of-control provisions
- Employment and executive agreements with equity components
- Buy-sell mechanics and rights of first refusal
- Vesting, forfeiture, and repurchase structures
- Coordination with company agreements and cap table records
Representative Experience
ONE MATTERDrafted executive compensation and phantom equity arrangements, including §409A-compliant bonus and change-of-control provisions, buy-sell mechanics, and ROFR structures for private companies.
Representative matters. Prior results do not guarantee a similar outcome.
Process
FOUR STEPSDesign conference
Who is being retained, with what economics, against what exit.
Tax pass
§409A and related analysis before drafting, coordinated with your tax advisor.
Documentation
Plan documents, award agreements, and governance amendments as a set.
Administration setup
Records, ledgers, and amendment procedures.
FAQs
THREE QUESTIONSWhy phantom equity instead of real equity?
Real economics without ownership dilution, governance rights, or minority-owner exposure — often the right answer for closely held companies. Sometimes it isn’t; the design conference decides.
What is §409A and why does everyone warn about it?
The deferred compensation rules: violations tax the executive on unvested amounts plus a 20% penalty. Compliance is a drafting discipline, not an afterthought.
Can we add this to an existing team member’s deal?
Yes — retrofit awards are common, but they interact with existing agreements and the company agreement, which is why they’re documented as a set here.