Senior Counsel - Benefits & M&A

The job profile for this position is Senior Counsel, which is a Band 5 Senior Contributor Career Track Role.

Excited to grow your career?

We value our talented employees, and whenever possible strive to help one of our associates grow professionally before recruiting new talent to our open positions. If you think the open position you see is right for you, we encourage you to apply!

Our people make all the difference in our success.

Key Responsibilities

Retirement Plans and Fiduciary Governance

• Serve as lead legal advisor for the Company's qualified and non-qualified retirement programs, including 401(k), pension, and deferred compensation plans.
• Provide legal counsel regarding ERISA fiduciary obligations, governance structures, plan administration, participant disclosures, and regulatory compliance.
• Support Retirement Plan Committee activities, including preparation and review of meeting materials, resolutions, charters, and governance documentation.
• Advise on plan investments, fiduciary governance practices, prohibited transaction concerns, and evolving regulatory requirements.
• Support audits, regulatory examinations, government inquiries, and correction initiatives involving retirement plans.
• Partner with internal stakeholders and external service providers to assess and implement plan design changes.

Executive and Incentive Compensation

• Advise Human Resources and business leaders on executive compensation arrangements, incentive compensation plans, equity-based compensation, deferred compensation programs, retention awards, and severance arrangements.
• Provide legal guidance regarding Sections 409A, 280G, 162(m), and other applicable tax and regulatory requirements.
• Draft, review, and negotiate executive employment, change-in-control, severance, retention, and incentive compensation agreements.
• Support governance and disclosure requirements associated with executive compensation programs.

Mergers, Acquisitions, and Strategic Transactions

• Lead benefits and compensation legal support for mergers, acquisitions, divestitures, joint ventures, and other strategic transactions.
• Conduct due diligence relating to retirement plans, executive compensation arrangements, health and welfare benefits, payroll practices, and benefits-related liabilities.
• Identify transaction-related risks and develop practical mitigation strategies.
• Review and negotiate benefits and compensation provisions in purchase agreements, transition services agreements, employee transfer arrangements, and integration documents.
• Provide legal support for post-closing integration, harmonization, and transition initiatives.

Benefits Law Counseling

• Advise Human Resources, Total Rewards, Payroll, Finance, and business stakeholders on employee benefits compliance matters.
• Provide legal guidance regarding ERISA, IRS requirements, DOL regulations, and related employee benefits laws.
• Draft and review plan documents, amendments, participant communications, summary plan descriptions, and administrative materials.
• Monitor legislative and regulatory developments and provide practical, proactive guidance regarding emerging legal requirements.

Risk Management and Cross-Functional Partnership

• Independently manage complex legal matters and provide practical, business-oriented advice to senior stakeholders.
• Retain and manage outside counsel as appropriate to support specialized legal matters.
• Develop and deliver training on benefits and compensation topics for Human Resources, plan fiduciaries, and business stakeholders.
• Collaborate closely with Legal colleagues across employment, securities, tax, corporate governance, and corporate transactions functions to provide coordinated legal support.

Qualifications

• Juris Doctor (J.D.) degree from an accredited law school.
• Active license to practice law and ability to maintain good standing in at least one U.S. jurisdiction.
• Typically 10+ years of legal experience with significant emphasis on employee benefits, executive compensation, and ERISA matters.
• Demonstrated experience advising on qualified retirement plans, fiduciary governance, executive compensation, and benefits compliance.
• Significant experience supporting mergers, acquisitions, and other corporate transactions from a benefits and compensation perspective.
• In-house experience supporting a large, complex organization is strongly preferred.
• Deep knowledge of ERISA, the Internal Revenue Code, and employee benefits regulatory requirements.
• Strong drafting, negotiation, analytical, and stakeholder-management skills.

If you will be working at home occasionally or permanently, the internet connection must be obtained through a cable broadband or fiber optic internet service provider with speeds of at least 10Mbps download/5Mbps upload.

Qualified applicants will be considered without regard to race, color, age, disability, sex, childbirth (including pregnancy) or related medical conditions including but not limited to lactation, sexual orientation, gender identity or expression, veteran or military status, religion, national origin, ancestry, marital or familial status, genetic information, status with regard to public assistance, citizenship status or any other characteristic protected by applicable equal employment opportunity laws.

Please note that you must meet our posting guidelines to be eligible for consideration.  Policy can be reviewed at this link.

Qualified applicants with criminal histories will be considered for employment in a manner consistent with all federal, state and local ordinances.