Sr. Counsel, Executive Compensation and Benefits

Responsibilities

• Advise on the structure and design of executive compensation programs, including base salary, annual incentives, long-term incentives, and retention agreements.
• Partner with HR and Compensation teams to align programs with business strategy, performance outcomes, and market practices.
• Support benchmarking against peer companies and evolving market standards.
• Lead preparation and review of executive compensation disclosures and related materials for external stakeholders, as applicable.
• Ensure alignment with best practices in transparency, pay-for-performance, and stakeholder communication.
• Advisory on emerging trends in executive compensation governance and investor expectations.
• Serve as primary legal advisor to the Compensation Committee of the Board of Directors.
• Prepare and review meeting materials, resolutions, and governance documentation.
• Provide guidance on governance best practices and evolving developments relating to compensation and benefits.
• Oversee the legal aspects of equity and incentive plan design, implementation, and administration.
• Draft and review equity award agreements, plan documents, and amendments.
• Ensure compliance with applicable tax, securities, and accounting requirements.
• Provide legal guidance on qualified and nonqualified retirement plans, welfare benefit plans, and fringe benefits.
• Advisory on compliance with ERISA, COBRA, HIPAA, ACA, and other applicable federal and state benefits laws.
• Review plan documents, SPDs, amendments, and participant communications.
• Assist with benefits issues arising in mergers, acquisitions, restructurings, and workforce transactions.
• Advise on executive compensation-related legal and regulatory requirements, including securities laws, tax rules, and disclosure obligations.
• Monitor regulatory developments and proactively update internal practices and policies.
• Partner cross-functionally to ensure consistent and compliant execution of compensation programs.
• Manage outside counsel and compensation consultants as needed.
• Provide guidance and training on compensation governance and compliance.

Education Qualifications

• JD from an accredited law school
• Active bar membership in good standing

Experience Qualifications

• 10+ years of relevant legal experience, including executive compensation and benefits
• Experience supporting Board-level compensation governance and committee processes
• Strong knowledge of executive compensation disclosure frameworks, equity compensation structures, and tax and regulatory requirements.
• Experience in a public company or advising on public-company standards is strongly preferred.
• Experience in consumer, retail, or QSR environments is a plus.