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Steven W. Day Partner

Steve is a partner in the Employee Benefits and Executive Compensation practice group.  His practice focuses on executive and director compensation, employee benefits and executive compensation issues arising in mergers and acquisitions, and fiduciary and governance compliance issues with respect to the investment and management of pension plan assets.


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Steve is a member of the Cleveland Metropolitan Bar Association and serves on its Volunteer Lawyers for the Arts committee, through which he provides pro bono legal services to members of the local arts community.  He is also President and Chairman of the Board of Directors for Encore Chamber Music Institute as well as a member of the Board of Directors of the Cleveland Classical Guitar Society.  He gave a presentation to the Cleveland Metropolitan Bar Association and the Association of Corporate Counsel entitled “What to Think About When You’re Thinking About Forming a Nonprofit.”  Steve is recognized as a “Rising Star” by Ohio Super Lawyers as well as one of America’s Leading Lawyers in Chambers USA.

Prior to joining Calfee in 2011, Steve was an associate at Jones Day in Cleveland.  He became a partner in 2016.

Relevant experience includes:

Executive Compensation

  • Assisting publicly held companies with the design of cash-based and equity-based compensation plans and underlying award agreements, which involves an analysis of relevant tax and securities laws as well as stock exchange rules and voting guidelines of institutional shareholders and their advisors.
  • Drafting and reviewing shareholder disclosures related to executive compensation matters, such as Compensation Discussion and Analysis (“CD&A”) sections of annual proxy statements, executive and director compensation tables, proposals for the approval of equity compensation plans and “Say on Pay” and “Say on Golden Parachute” proposals.
  • Designing and drafting executive compensation arrangements, such as executive employment agreements, change in control agreements, severance agreements and non-qualified deferred compensation agreements.
  • Advising clients on compliance with Sections 409A and 162(m) of the Internal Revenue Code as well as various securities regulations, such as Section 16 of the Exchange Act, the Dodd-Frank Act and the Troubled Asset Relief Program (“TARP”) regulations.
  • Advising clients on trends and developments in executive compensation, including voting and review practices of institutional shareholders and their advisors, such as Institutional Shareholder Services (ISS) and Glass-Lewis.

Mergers and Acquisitions

Negotiating and drafting employee benefits provisions in merger and purchase agreements for a large base of clients ranging from global publicly traded corporations to private equity portfolio companies to closely held businesses.

  • Analyzing potential “excess parachute payments” under Section 280G of the Internal Revenue Code and assisting in the shareholder approval process.
  • Negotiating and drafting executive compensation arrangements in connection with corporate transactions, such as executive employment agreements, sale bonus agreements, retention plans and equity award plans.
  • Assisting with unique legal aspects of sales involving companies with ownership by an Employee Stock Ownership Plan (“ESOP”).

Pension Plan Investments

  • Representing both pension plans and investors, such as private equity and hedge funds, in the investment of pension plan assets.
  • Representing plan sponsors in negotiations with investment advisors.
  • Assisting with the design of investment policies.
  • Advising plan sponsors on fiduciary duties and regulations related to the investment and management of pension plan assets.

Recent examples include:

  • Assisting a publicly traded medical equipment manufacturer with designing a new equity plan for its key employees and directors, which received a positive vote recommendation from ISS.
  • Designing and developing a Supplemental Executive Retirement Agreement for the chief executive officer of a mid-western regional bank as well as an accompanying “rabbi trust” agreement.
  • Assisting a publicly held manufacturing corporation with the development and design of a new form of performance-based award agreements under its equity compensation plan.
  • Assisting a global food and beverage manufacturing company with its acquisition of an ESOP-owned company.
  • Assisting a privately owned client in reviewing so-called “excess parachute payments” under Section 280G for a large group of executives and obtaining the requisite shareholder approval to receive an exemption under Section 280G.
  • Drafting a new investment policy statement for an international client with respect to its qualified plans for U.S. employees.