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Cool Compensation Considerations for the Private Company 2021: Pay, Performance and Perspectives


Speaker(s): Alexandra Alperovich, Amy M. Rubin, Andrew L. Oringer, Courtney H. Benenson, David Lewin, Ph.D., David M. Cole, F.S.A., Erin Murphy, Erin Rose Miner, Gregory T. Grogan, Heather L. Coleman, Henrik Patel, Jean M. McLoughlin, Jeffrey Ross, Jennifer S. Conway, Joel I. Krasnow, Jonathan F. Lewis, Kyoko Takahashi Lin, Marissa J. Holob, Michael J. Albano, Rohit A. Nafday, Steven W. Rabitz
Recorded on: Feb. 3, 2021
PLI Program #: 306627

Allie Alperovich advises companies, investors, fund sponsors and executives on complex executive compensation, benefits and ERISA issues. Her practice focuses on the benefits and executive compensation aspects of mergers and acquisitions, as well as ongoing executive compensation matters for both companies and executives.

Allie’s experience spans a wide range of industries, with particular emphasis on the health care and industrial sectors.


Amy Rubin is an Executive Compensation & Benefits partner in Weil’s Tax Department and is based in New York. Ms. Rubin’s practice focuses on executive compensation, employee benefits, and ERISA matters.

Ms. Rubin regularly counsels publicly traded and privately held companies, as well as their boards of directors and compensation committees, on matters involving employee benefits and executive compensation. She is instrumental in the Firm’s corporate practice, providing employee benefits and executive compensation advice for private equity transactions, strategic mergers and acquisitions, recapitalizations, reorganizations, financing transactions, and ongoing company operations. In addition, she has extensive experience in negotiation, design, and implementation of executive employment and separation arrangements, equity and cash incentive plans, deferred compensation plans and other compensation arrangements and employee benefit plans.

Ms. Rubin has been named a 2020 Benefits “MVP” by Law360. She is recognized as a “Next Generation Partner” for Employee Benefits and Executive Compensation by Legal 500 US and is consistently recognized by Chambers USA. Ms. Rubin is recognized as a “Bankruptcy Tax Specialist” by Turnarounds & Workouts magazine and was also named a “Rising Star” at Euromoney Legal Media Group’s Americas Women in Business Law Awards in 2014.


Andrew L. Oringer is a partner and the co-chair of the Employee Benefits and Executive Compensation Group at Dechert LLP.  He is the co-chair of the Employee Benefits Committee of the American Bar Association’s Business Section, Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation and chair of the New York State Bar Association Committee on Attorney Professionalism.  Mr. Oringer is a charter member of the Practical Law Employee Benefits and Executive Compensation Advisory Board and was a long-standing member of the Advisory Board for the Bloomberg BNA Benefits Resource Practice Center and for the Tax Management Compensation Planning Journal.  He is a Fellow of the American College of Employee Benefits Counsel, a Senior Fellow from Practice for the Regulatory Compliance Association and an adjunct professor at the Maurice A. Deane Law School at Hofstra University.  He is co-editor of a leading treatise on ERISA fiduciary law and has authored two of its chapters, and has authored a chapter in a leading treatise on the taxation of nonqualified deferred compensation and.  Mr. Oringer is highly rated by a number of key ranking organizations, has been repeatedly included in a widely disseminated list of the Top 100 lawyers in New York City across all practice areas and is a member of The Legal 500 Hall of Fame.


Courtney H. Benenson is a Managing Director of LB&Co.  Prior to joining the firm in early 2011, Ms. Benenson was a marketing and strategy executive, most recently with American Express and earlier with the Women’s National Basketball Association and Madison Square Garden.  Her professional experience has extended to all aspects of marketing, customer experience and strategy development and implementation.  She has worked with clients and strategic partners across multiple industries, including financial services, sports, entertainment, insurance, food and beverage, digital strategy, and wireless industries, among others.

Since joining LB&Co., Ms. Benenson has served several clients including Alcoholics Anonymous World Services, Inc., Advanced Emissions Solutions, Inc., American Optical Services, American Tire Distributors, Inc., Arch Coal, Inc., Bluestem Brands, Inc., Broadview Networks, C&D Technologies, Inc., Cardiovascular Systems, Inc., CareCore National, LLC, Contech Engineered Solutions LLC, Eastman Kodak Company, FairPoint Communications, Inc., Flowserve Corporation, Freedom Innovations, LLC., Grizzly Energy, LLC, Integra Telecom, Inc., International Seaways, Inc., MoneyGram International, Inc., NYSE Blue, PHI, Inc., POOL Corporation, Prolacta Bioscience, SEACOR Marine, LLC, SPARTA Insurance Holdings, Spectrum Brands Holdings, Inc., Tembec Inc., Tronox Limited, Vantage Drilling Company, Vibrant Media, Inc, Warrior Met Coal, Inc., WIND Hellas Telecommunications S.A., and Woodbine Acquisition Corporation.  Her work focuses on establishing links between incentive compensation plans and our clients’ strategic and operating plans. As a Summer Associate during her undergraduate years, Ms. Benenson assisted in the development of compensation plans and programs for such clients as ACTV, Cognitive Arts Corporation, and Schieffelin & Somerset Co., among others.

Ms. Benenson holds both A.B. and M.B.A. degrees from Cornell University and an M.S. degree in financial risk management from NYU Stern School of Business.  She currently serves as the Chairman of the Board of Trustees of the League Education and Treatment Center in New York City, and on the Alumni Campaign Committee for The Chapin School and the Benefit Committee for Young New Yorkers For The Philharmonic.  She has served as the National Chair of Young Alumni Annual Giving for Cornell University, and is currently a member of the Metro New York Regional Campaign Committee for the Cornell Annual Fund.  Ms. Benenson served as a volunteer for the Make-A-Wish Foundation from 1999 to 2012.


David Cole is a Managing Director in the New York office of FW Cook, and has almost 30 years of human resources and executive compensation consulting experience.

David’s client assignments have been with both public and privately held companies in industries that include: business and professional services, diversified financial services, life sciences, manufacturing, media, and technology. David is also a specialist in assisting companies with M&A transactions and SPACs/initial public offerings.

David’s consulting engagements focus on providing independent consulting services to compensation committees and working cooperatively with management to develop compensation philosophies and strategies, total compensation structures, and annual and long-term incentive programs.

On behalf of the firm, David is the subject matter expert for international compensation matters, equity valuations, and executive pension plans.

Previously, David worked at Towers Perrin and Kwasha Lipton as a consulting actuary.


David Lewin, Ph.D., is the Neil H. Jacoby Professor Emeritus of Management, Human Resources and Organizational Behavior at the UCLA Anderson School of Management, and a Managing Director and Head of the Labor & Employment and Human Capital Practices at the Berkeley Research Group (BRG). He is a recent past President of the Labor and Employment Relations Association (LERA) and presently chairs the LERA’s Strategic Thinking Committee.

Dr. Lewin is the author of many published works on such topics as human resource strategy, human resource management practices and business performance, workplace and organizational dispute resolution, and compensation and reward systems, including executive compensation and public sector compensation. He serves on the editorial boards of several journals, is a Director and Fellow of the National Academy of Human Resources, and is a founder and faculty member of the Columbia Business School/New York City Police Department Police Management Institute (PMI).

Dr. Lewin consults widely on human resource management issues with business, government and voluntary organizations in the United States and abroad and also serves as an expert witness in employment litigation. Among his current expert retentions are numerous matters involving the reasonableness of executive compensation, especially in privately held companies, alleged gender and racial discrimination in employee compensation, alleged improper practices involving the determination and payment of sales employee commissions, and disputes over independent contractor vs. employee status. In these and related matters, he has often testified at trial in Federal, state and local courts, administrative law courts, U.S. Tax court, and in arbitration proceedings.


Erin Murphy is a partner in the tax department at Latham & Watkins LLP in their Silicon Valley office located in Menlo Park, California. She specializes in executive compensation and employee benefits matters across a range of public and private transactional contexts,  including M&A, private equity, capital markets, emerging companies, and restructuring. Erin is admitted to practice in California and New York and has spent substantial periods of time working in those jurisdictions.

Erin graduated cum laude from Duke University in 1995, and received her JD from Northwestern University School of Law in 2000. She practiced at Simpson Thacher & Bartlett prior to joining Latham & Watkins LLP.

Erin advises public and private companies, compensation committees, and individual executives on a broad array of compensation and benefits issues in the context of corporate transactions and day-to-day business. She also regularly advises on the design of compensation plans, including stock option and equity incentive plans, non-qualified deferred compensation plans, and other incentive compensation plans.

 


Erin Rose Miner is Director at Credit Suisse in New York heading the US regulatory compensation group as well as providing Executive Compensation coverage in the Americas.  Ms. Miner ensures the bank’s compensation plans and programs comply with US regulatory expectations as well as manages the execution of the compensation plans for employees based in the Americas. Ms. Miner received her undergraduate degree in Finance from the University of Maryland, College Park and received her law degree from New York Law School.


Greg Grogan is a Partner in Simpson Thacher’s Executive Compensation and Employee Benefits Practice and focuses his work on executive retention and motivation in M&A transactions and IPOs, with a particular focus on private equity. 

Greg has advised on approximately 100 investments or exits by Blackstone, including: the acquisition and subsequent IPOs of Hilton Hotels, SeaWorld, Invitation Homes, and Gates Global; the acquisitions of Equity Office Properties, Motel 6, Cosmopolitan Las Vegas, Refinitiv, StuyTown, PSAV, Performance Food, and GSO Capital.

Greg also regularly advises BC Partners (PetSmart, MultiPlan) and Centerbridge (Great Wolf Resorts, GSI, American Renal, BankUnited), as well as companies engaging in sales to private equity buyers (such as ADT and Johnson Controls/Tyco).

Greg has assisted on the following private equity transactions:

  • Microsoft in its $28.2 billion acquisition of LinkedIn, its $7.5 billion acquisition of GitHub, its $7.2 billion acquisition of Nokia’s phone business, and in its $8.5 billion acquisition of Skype from Silver Lake Partners
  • Vodafone’s $130 billion sale of its U.S. group to Verizon Communication
  • Invitation Homes in its $20 billion merger of equals with Starwood Waypoint Homes
  • Tyco in its merger of equals with Johnson Controls
  • Spinoffs of Hilton, Tyco, and PPL (and subsequent merger “reverse Morris trust” transactions at Tyco and PPL)
  • SiriusXM's acquisition of Pandora

Greg routinely advises boards of directors with regard to CEO succession matters, including at Hilton, PetSmart, Johnson Controls, Gannett, SeaWorld, Change Healthcare, and Cosmopolitan Las Vegas (and, at the height of the financial crisis, both Wachovia and Washington Mutual).

In 2016, Chambers USA described Greg as “very technically proficient, practical, timely, responsive and just a wonderful lawyer.”

Greg attended Georgetown University Law Center and California State University, Northridge.  He serves on the Board of Visitors at Georgetown University Law Center.


Heather Coleman is a partner in Sullivan & Cromwell’s General Practice Group, focusing her practice on a variety of executive compensation, corporate governance and securities matters. She is also active in the Firm's restructuring practice. Ms. Coleman has broad experience advising public and private companies and individual senior executives on executive compensation and benefits matters in a range of corporate transactions and in a regular advisory role.  She also frequently counsels clients on ongoing public company matters, including their Securities Exchange Act of 1934 reports and corporate governance and disclosure compliance.  

Ms. Coleman is the recipient of an Emerging Leader Award by the M&A Advisor (2016) and is an Empire State Counsel pro bono honoree. She is also a visiting lecturer in law at Yale Law School, where she teaches Corporate Crisis Management.  

Ms. Coleman has recently advised Amgen, Andeavor, Forest City Realty Trust, Rabobank Group and Verifone Systems in matters relating to mergers and acquisitions, as well as Byline Bancorp, Coronado Global Resources and First Hawaiian Bank in connection with their IPOs.

Education

Yale Law School, J.D. 2007
Washington and Lee University, B.A. 2004


Henrik Patel, Global Head of White & Case's Employment, Compensation and Benefits practice, advises clients on the full spectrum of executive compensation and employee benefits issues. His significant experience and knowledge in this area has made him a valued resource for a range of US and international clients, including public and private companies, boards of directors and executives.

Clients look to Henrik for his ability to solve challenging compensation and benefits issues, arising both on a day-to-day basis and in the context of major corporate transactions. Working closely with the Firm's Global Mergers & Acquisitions and Capital Markets Practices, Henrik brings strategic insight to the compensation and benefits aspects of a range of large-scale deals, including public and private M&A and private equity and leveraged buyout transactions, as well as debt and equity financings, divestitures, spinoffs and IPOs. Henrik has extensive experience with all manner of public and private company compensation issues and is a member of the Firm's Public Company Advisory, Private Equity Practice and Tax Practices. Henrik was recognized by M&A Advisor's list of "40 under 40" and has been named a recognized individual by Legal 500 in Employee Benefits & Executive Compensation.

Henrik's advisory practice spans the full spectrum of general compensation and benefits concerns, including corporate governance matters and best practices, executive compensation plan design, efficient tax structuring, employment contracts and equity incentive compensation arrangements.

Companies have come to rely on Henrik's state-of-the-art advice to help them effectively incentivize their employees, while remaining in compliance with their fiduciary and shareholder responsibilities. The regulatory issues on which Henrik provides clarity and guidance include securities, tax, public disclosure and ERISA concerns.

Henrik regularly negotiates and drafts employment, retention, separation, equity, phantom equity, bonus, change of control, non-competition, non-solicitation and other compensation-related agreements, plans and provisions, as well as relevant sections of proxy statements, periodic and current reports and registration statements.

Henrik is a frequent contributor and speaker at Global Equity Organization ("GEO") and National Association of Stock Plan Professional ("NASPP") conferences.


Jean McLoughlin is a partner and co-chair of the Employee Benefits and Executive Compensation Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP. She advises a wide range of corporate, financial services and individual clients and compensation committees on all aspects of executive compensation, employee benefits and governance matters.

Jean counsels clients on issues related to the negotiation of employment incentives and compensation, including management equity arrangements and the associated tax and securities implications. She also advises on matters related to compensation disclosure and oversight of board executive compensation, as well as compensation and benefit issues in transactions and litigation.

Jean’s merger and acquisition representations include Teladoc Health,  National General Holdings, The Medicines Company, Alexion Pharmaceuticals, L3Harris Technologies, The Ferrero Group, Roche, Genuine Parts, BATS Global Markets, Noble, CP Foods, Lockheed Martin, Bio-Reference, Conagra Foods, Cigna, NYSE Euronext, BBVA , Sodexo, GP Investments, MSCI, Mercantile Bankshares, Frontpoint, Oracle, Domino’s Pizza and various private equity transactions for Goldman Sachs, GP Investments, Greenhill, Lightyear, Metalmark, Francisco Partners, Avista Capital Partners, Crestview and Tailwind.

Jean’s capital markets representations include advising on the initial public offerings of Rocket Companies, Rackspace, BATS, Citizens Financial Group, Synchrony Financial, Biotie, C1 Bank, Auris Medical, MSCI, Envestnet, EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and Np Test Holding, and the proposed IPO of Braeburn.

Jean’s other representations include advising SIFMA in its comment letter regarding Dodd Frank Act Section 956 regulations regarding financial institution compensation and a submission to the Department of the Treasury for a report on deregulation; Morgan Stanley in the creation of a transferable stock option program for Google; Mercury Interactive and Barnes & Noble in connection with stock option backdating investigations; Diamond Offshore Drilling, Templar Energy, the term loan lenders to TOMS Shoes, Frontier Airlines and investors of C&J Energy Services with respect to employee benefit issues in bankruptcy proceedings; and on various “say on pay” campaigns.

Jean has advised a wide range of clients on executive compensation, benefit and equity plan issues, including Banco Santander, Barnes & Noble, BBVA, Chilton, Cigna, Citizens Financial Group, Cobalt, Crestview, Dominos Pizza, EPAM, E-Trade, FedEx, Ferrero, General Electric, Gore, Intuit, J. Jill, Kadmon, Metalmark, Morgan Stanley, MSCI, NYSE Euronext, Oracle, Regions Bank, Roche, Royal Bank of Scotland, SIFMA, Signature Bank, Sodexo, Spectrum, Venture Global LNG, Vertiv and Weatherford.

Jean frequently speaks on topics of employee benefits and executive compensation. Jean co-chaired the annual Forum on Executive Compensation, hosted by Cambridge Forums, in 2020, and is a member of the Steering Committee of the Forum on Executive Compensation, where she led a panel in 2019 on “Recent Trends in Employment Arrangements: #MeToo, Restrictive Covenant Developments, MegaGrants and Other Topics du Jour”.  Other recent speaking engagements include a PLI panel on “Hot Issues in Executive Compensation 2019”;  a webinar on “Restrictive Covenants: Recent Developments, Best Practices and Strategies for Preserving Human Capital” (2018); and presentations at the Forum on Executive Compensation (2017 and 2018); CHRO Board Academy (2016 and 2017); PLI (2003-2014); and the NYSE Governance Program (2013).

Jean has been recognized as one of the leading employee benefits and executive compensation lawyers in America by Chambers USA, The Best Lawyers in America and Super Lawyers. She received her J.D., cum laude, from Harvard Law School, where she served on the Harvard Civil Rights-Civil Liberties Law Journal and was a member of the Board of Student Advisors. Jean has also been a member of the YWCA Academy of Women Leaders, an organization which recognizes women for leadership, achievements in their fields and contributions to the success of other women.


Joel Krasnow is member of the Firm’s Executive Compensation and Employee Benefits Group and has over 25 years’ experience in all aspects of compensation and benefits law, with a particular focus on ERISA’s fiduciary rules. Joel also has significant experience in executive compensation matters and the compensation and benefit aspects of merger and acquisition and financial restructuring transactions.

Primary Focus & Experience

Mr. Krasnow’s practice includes all aspects of compensation and benefits law, with a particular focus on ERISA’s fiduciary rules. He regularly advises clients concerning the ERISA aspects of investment products designed for pension plans and the structuring of such products, representing sponsors, underwriters and investors. He also advises clients on the fiduciary obligations imposed on plan fiduciaries, including the impact of ERISA’s prohibited transaction rules, and has obtained, on behalf of clients, Department of Labor exemptions from ERISA’s prohibited transaction rules.

Mr. Krasnow also has significant experience in executive compensation matters, the benefit aspects of merger and acquisition transactions and ERISA-related litigation.

Recognition & Accomplishments

Mr. Krasnow co-authored “Application of Plan Asset Rules to Plan Investments and Contributions” in the ERISA Fiduciary Law treatise (BNA Books 2006, Supp. 2009) and “ERISA's New '25%' Test -- What's in it for Private Equity Fund Sponsors and Institutional Investors?” in the Venture Capital and Private Equity Yearbook 2006/07 (Euromoney Yearbooks, 2006). He is listed in The Best Lawyers in America for Employee Benefits Law.

 


Jonathan F. Lewis is Chair of the firm’s Employee Benefits & Executive Compensation Group . His practice encompasses a broad range of executive compensation, employee benefits and human resources matters. The scope of his practice includes:

  • Public and private mergers and acquisitions, with an emphasis on the private equity, healthcare and insurance sectors.
  • The design, operation and disclosure of executive compensation plans and programs.
  • The formation of private equity funds and the investment in the funds by ERISA pension plans.

Mr. Lewis is recognized by Chambers USA (2020) as a leader in Employee Benefits & Executive Compensation. Clients say that he is “a very balanced adviser, super easy to work with, very commercial and on top of developments.” He has also been described as “an outstanding lawyer,” and “a superstar” with “incredible knowledge of a complex field, he is very practical and gives advice that is appreciated from a client’s perspective.” The Legal 500 US (2020) also recommends Mr. Lewis, where clients have praised his “creative and practical approach.”

Mr. Lewis is a frequent writer on legal developments regarding employee benefits and executive compensation. He is the author or co-author of the Russian chapter of “Executive Compensation & Employee Benefits,” Getting The Deal Through, (July, 2015), “Counting To 80,” Private Equity Manager (August, 2013), “Impact of Health Care Reform on Employers: Two Years In,” Westlaw Journal - Health Law (March, 2013), “Employee Equity Repurchases Draw SEC Scrutiny,” The M&A Lawyer (March, 2013), “Buyer Beware (Employee Edition): Employee Benefit Covenants Could Have Unintended Consequences On ERISA Plans,” The M&A Lawyer (March, 2012), “Wage and Price Controls in Private Equity?,” The M&A Journal (June, 2011), “To Change or Not to Change: Should Sponsors Modify Management Equity Due to the Market Downturn?,” The M&A Lawyer (February, 2010), “Private Equity and Hedge Fund Arrangements,” a chapter in Section 409A Handbook (BNA Books, 2d ed. 2016) and “Mind the (Funding) Gap: Trouble Ahead for Multiemployer Plans,” Private Equity Manager (January, 2010). Mr. Lewis is also a frequent speaker at seminars and conferences, including Practising Law Institute’s “Cool Compensation Considerations for the Private Company” (March, 2017).

Mr. Lewis received his B.A. from Harvard College in 1990 and his J.D. with high honors from The George Washington University Law School in 1994, where he was editor-in-chief of The George Washington Law Review. Mr. Lewis served as a law clerk to the Hon. Stewart Dalzell in the U.S. District Court for the Eastern District of Pennsylvania from 1994 to 1996.


Marissa J. Holob advises clients on all aspects of employee benefits and executive compensation. She regularly represents public and private companies, and tax-exempt entities, on the design, negotiation, and ongoing compliance of qualified retirement plans, welfare plans, equity and incentive plans, employment agreements, and deferred compensation arrangements. Marissa also counsels on employee benefits and executive compensation-related issues that arise in the context of mergers and acquisitions, restructurings, and other similar transactions. In addition, her work with hedge funds and private equity funds includes issues relating to the application of ERISA's plan asset regulations. Marissa serves as the co-chair of the firm’s Employee Benefits practice.


Michael J. Albano is a partner based in the New York office of Cleary Gottlieb Steen & Hamilton LLP.  His practice focuses on executive compensation and benefits matters, including the governance, taxation and design of compensation arrangements, the executive compensation and benefits aspects of mergers and acquisitions, pension investment and fiduciary matters, private equity compensation and governance issues, employment law and related matters.

Michael is distinguished by Chambers USA, The Legal 500 U.S., The Best Lawyers in America and Super Lawyers of New York as a leading practitioner in the area of employee benefits and executive compensation.  He is routinely invited to speak at leading industry conferences on compensation and governance matters, and is recognized as a thought leader in the executive compensation and ERISA space.

Michael is head of the firm’s Executive Compensation and ERISA group and chair of the firm’s Pension and Employee Benefits Committee.  He received a J.D. from Georgetown University in 2001 and an undergraduate degree from Duke University in 1998.  He is a member of the New York bar.


Ms. Lin is a partner in Davis Polk’s Corporate Department, practicing in the Executive Compensation Group. She advises boards, companies, compensation committees and individual executives on executive compensation, equity-based incentives, deferred compensation, severance plans and other compensatory arrangements, with particular emphasis on issues arising in mergers and acquisitions transactions, initial public offerings and new and joint ventures, as well as for financial institutions. 

She also advises on employment and consulting arrangements, the applicability of securities and tax laws to executives and employers and general employment-related matters. Ms. Lin is co-editor of the "Davis Polk Briefing: Governance" blog, which covers current topics in corporate governance, securities law and executive compensation.

In her pro bono practice, Ms. Lin has represented individuals seeking asylum in the United States and has advised not-for-profit organizations, including Grameen America and International Arts Movement.


Rohit Nafday is a partner in the Executive Compensation Practice Group at Kirkland & Ellis LLP. Rohit’s practice focuses on the executive compensation and benefits aspects of public and private mergers, acquisitions, reorganizations, and other corporate transactions. Rohit also regularly advises clients on the negotiation of executive employment, change in control, retention, and severance agreements, the design and implementation of equity compensation arrangements, and tax, securities, and corporate governance matters related to compensation arrangements.

Rohit received a B.S. in Electrical Engineering & Computer Sciences and B.A. in Molecular & Cell Biology from the University of California, Berkeley in 2005. He completed a J.D., with honors, from the University of Chicago Law School in 2010, where he was an articles editor of The University of Chicago Law Review, a John M. Olin Student Fellow, and a recipient of the Joseph Henry Beale Prize for outstanding legal writing.


Steven W. Rabitz is a Partner at Dechert LLP focusing on executive compensation matters for public and private companies and the fiduciary responsibility, prohibited transaction and funding rules of ERISA.  He is regularly featured in Chambers USA for his work in employee benefits and executive compensation and in Best Lawyers for his ERISA-related practice. He is nationally recommended by The Legal 500 and was named a “Leading Lawyer” in 2017, in addition to being ranked in Super Lawyers.   Mr. Rabitz’s writing on current legal topics and issues has appeared in numerous publications, including, Tax Management Compensation Journal, Pension & Benefits Daily, Derivatives: Financial Products Report, The Hedge Fund Law Report, and he has been quoted in such publications as The Wall Street Journal, Financial Times, Institutional Investor, Barron’s, Bloomberg, Hedge Fund Law Report, International Business Times and Law 360. In 2015, he received the Burton Award for excellence in legal writing.

Prior to private practice, Mr. Rabitz pioneered and led the ERISA, executive compensation and benefits legal function at Lehman Brothers and served in a similar capacity at Barclays Capital. He also worked as part of a dedicated team of ERISA and compensation lawyers at Goldman Sachs earlier in his career. Prior to joining Dechert, Mr. Rabitz was a partner at a national leading law firm.


Jennifer S. Conway is a partner in Cravath’s Executive Compensation and Benefits Department.  Her practice focuses on executive compensation and employee benefit matters, principally in connection with mergers and acquisitions, spin-offs, initial public offerings and other business transactions.  Ms. Conway also regularly counsels public and private companies on the design, implementation and disclosure of equity and cash incentive compensation and retention programs and the negotiation of executive employment and separation agreements.  In addition, she frequently represents a variety of clients, including IBM, Lazard, Lindsay Goldberg, WarnerMedia and Unilever, in M&A matters and other business transactions and in connection with senior executive transitions.

Ms. Conway has been repeatedly recognized as a leading lawyer in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America.

Ms. Conway is from Charlottesville, Virginia.  She received a B.S.F.S. cum laude from Georgetown University in 1996 and a J.D. from Columbia University School of Law in 2001, where she was a James Kent Scholar and Managing Editor of the Journal of Transnational Law

Ms. Conway joined Cravath in 2001 and was elected a partner in 2008.


Jeffrey Ross is a partner and chair of the Executive Compensation & ERISA Department, resident in Fried Frank’s New York office. He joined the Firm in 2008 and became a partner in 2009. Mr. Ross’s broad practice focuses on high-stakes ERISA and executive compensation matters in complex transactions.

As part of the Firm’s sophisticated M&A and Private Equity teams, clients frequently call upon Mr. Ross to advise on the employee benefits and executive compensation matters arising in connection with mergers, acquisitions, dispositions, and other related transactions. His practice focuses on the structuring and design of equity compensation arrangements for private and public companies, as well as representing numerous private equity sponsors and their portfolio companies in financial and strategic transactions, including IPOs and other company exits.

Mr. Ross is a frequent speaker on ERISA and compensation matters and is consistently recognized by Chambers USA: America's Leading Lawyers for Business and The Legal 500 as a leading individual in Employee Benefits and Executive Compensation. Mr. Ross is also a board member of The Jewish Community Project Downtown.

Mr. Ross received his JD from New York University School of Law in 2001, where he was an associate casebook editor of the law school’s Moot Court Casebook. He received his BA, cum laude, with honors in Latin Literature, from Yale University in 1998. Mr. Ross is admitted to practice in New York.