Robert A. Miller

Bob provides advice in dealing with plans through their entire life cycle, from design and implementation through merger or termination, for companies ranging from large, multinational corporations to professional service organizations. He is experienced in dealing with tax issues associated with retirement plans, deferred compensation plans, IRAs and welfare plans and in analyzing coverage and nondiscrimination testing for qualified retirement plans. Bob also counsels clients regarding benefit plan issues in connection with mergers, acquisitions, dispositions and transitions to new plan designs (such as from traditional defined benefit plans to cash balance plans, pension equity plans or cross-tested profit-sharing plans).

Bob has been inducted into the American College of Employee Benefits Counsel, an organization of attorneys who have focused on employee benefits for at least 20 years and who have written or spoken extensively on employee benefit issues.

Since 2014, Bob has been recognized for his work in Employee Benefits & Executive Compensation by Chambers USA, most recently in 2023 in Band 2 in Ohio. Chambers USA researchers noted, "Bob advises clients on all aspects of employee benefit plans and executive compensation arrangements. His client roster includes both privately held and publicly traded companies." Clients interviewed by Chambers USA researchers commented, "Bob is an expert and very thorough. Bob is very responsive, thorough, and a good negotiator. He has provided outstanding support and counsel to us on a number of employee benefits matters. He is a very valued adviser. He is very knowledgeable and provides practical advice. Bob is very knowledgeable and helpful in identifying solutions to complex problems. He always makes himself available and is thorough in all his work." 

Bob has been selected for inclusion in The Best Lawyers in America^® (2008-2024) in the area of Employee Benefits (ERISA) Law, and he is recognized as the Best Lawyers 2022 "Lawyer of the Year" in Employee Benefits (ERISA) Law in Cleveland, Ohio. He also is selected to the Ohio Super Lawyers list. 

Bob has presented at organizations such as Worldwide Employee Benefits (WEB), the Cleveland Tax Institute, Cleveland Tax Club, Private Equity Roundtable, Columbus CEO Forum, and the American Society of Pension Professionals and Actuaries (ASPPA). He has presented to the ABA on a broad range of topics including hybrid plans, health care reform, qualified plans as investors in private equity funds, using retirement plans as part of a business entrance or exit strategy, the deferred compensation rules under Section 409A, M&A issues, the Pension Protection Act, financial aspects of qualified plans, and IRAs, joint venture employee benefit issues, cross-tested and age-weighted profit sharing plans, investment advice, investment and fee disclosures and fiduciary issues.

Bob is an active member of the American Bar Association. He is a former chair of both the Employee Benefits Committee of the American Bar Association’s Section of Taxation, and also the Employee Benefit Plans and Other Compensation Arrangements Group of the ABA, Section of Real Property, Trust and Estate Law, as well as a former member of the ABA Joint Committee on Employee Benefits. He has previously served as chair of the Employee Benefits Subcommittee on Defined Contribution Plans of the ABA Tax Section.

Bob was an Associate with the law firm of Letson & Jarrett before joining Calfee in 1988. He was elected Partner in 1996.

Honors & Recognitions

• Chambers USA, Employee Benefits & Executive Compensation, Band 2, Ohio (2014-2023)
• The Best Lawyers in America, Employee Benefits (ERISA) Law (2008-2024)
• The Best Lawyers in America^® 2022 "Lawyer of the Year" in Employee Benefits (ERISA) Law in Cleveland, Ohio
• Ohio Super Lawyers, Employee Benefits (2014-2016, 2023-2024)

Education

J.D., Case Western Reserve University School of Law, 1982

B.A., The College of Wooster, 1979

Experience

• Providing ongoing advice to two separate, but related state-run retirement plans regarding benefit plan matters, including concerning the pension and healthcare arrangements these plans maintain. Notable recent projects include (1) Advising the client on reviewing and negotiating a new services agreement with a large pharmacy benefit manager to provide pharmacy benefits to over 200,000 members covered under the retiree health plan; (2) Advising the client with respect to state law requirements for retiree health systems under the state’s new disclosure and transparency laws for health plan providers; (3) Advising the client with respect to a Request for Proposals and subsequent negotiations with third-party administrators for its retiree health plan as well as its pharmacy benefit management agreement.; and (4) Advising the client with respect to administrative and compliance questions related to its retirement pension plan, including questions regarding the application of the annual benefit limits under Section 415 of the Internal Revenue Code.
• Regularly advising a health insurance company on legal issues that arise in the operation and administration of its employee benefits and executive compensation programs. Recently, Calfee advised the client with respect to separation agreements with executives who will be retiring at the end of 2023 and their entitlements under the company’s long-term and short-term incentive plans, non-qualified deferred compensation plans, and other arrangements. Calfee advised the client on questions arising from integrating benefit plans from companies it has recently acquired, and we are assisting with a multi-state assessment of state-level leave and benefits laws and advising on compliance thereunder.
• Regularly advising a large religious organization client with $125+ million in net assets on its day-to-day issues related to operating its various retirement and health plans. We advised the client on transferring employees from one client entity to another, which provides different benefit plans and the amendments necessary to effect the transition. We work with the client and several of its affiliated entities on day-to-day compliance issues for their benefit programs and advise the client on the impact on its group health plan of changes in law and regulations, including in connection with the COVID-19 crisis (and of the recent declaration of the end of the COVID-19 Public Health Emergency), as well as other state and federal laws or mandates.
• Advised a global manufacturing company and its Investment Committee on its fiduciary obligations with respect to monitoring and oversight of its employer stock fund, advised the company on its consideration of converting equity awards to cash-settled awards, and assisted with updating forms of various equity awards for the company. Calfee advised the company with respect to the treatment of various executive compensation arrangements through a bankruptcy process, including nonqualified deferred compensation plans and equity compensation awards. We continue to advise the client with respect to its post-bankruptcy compensation and benefits arrangements.
• Advising a publicly traded global manufacturing company with respect to (i) analysis of the company’s equity incentive plan under proxy voting guidelines from Institutional Shareholder Services; (ii) federal tax withholding requirements of supplemental wages earned under the company’s equity compensation plan.
• Representing the holding company of a global packaging provider with respect to the termination of the ESOP and other benefit plans, including in the UK and Europe. We counseled the client with respect to a pass-through vote on the sale by ESOP participants, and we also provided counsel with respect to the termination of the company’s retiree welfare programs, foreign subsidiaries’ employee ownership arrangements, a UK pension plan, and other executive and deferred compensation arrangements. In addition, the holding company became the sponsor of the ESOP in the transaction, and we continue to represent the client with respect to the termination of that plan, as well as other post-closing benefit aspects of the transaction, including those involving the UK pension plan and deferred compensation arrangements and related purchase price adjustments, and the benefits aspects of the winddown and dissolution of the holding company.
• Serving as sole Employee Benefits counsel and regularly advises this 30,000-employee client with respect to various matters related to its multibillion-dollar 401(k) plan trust and pension plan trust, and executive benefit plans including plan design, plan integrations, plan administration, service provider contracts, investment management and investment advisor agreements and related plan and trust terms. We also advise the client (in its plan sponsor and plan fiduciary roles) with respect to changes in law, including evolving Internal Revenue Service, Department of Labor (DOL), and Securities Exchange Commission (SEC) regulations. The engagements under the plans often require reviewing and negotiating investment advisory and other services agreements with the financial institutions and advising on related plan and trust provisions.
• Regularly providing a U.S. division of a global manufacturing company and its affiliated companies with advice on the operational and compliance issues underlying their health and welfare benefit plans for 53,000 employees, retirees, and respective dependents. Recent highlights include (1) Negotiate and renew a multi-billion-dollar services agreement with its pharmacy benefit manager for prescription drugs and health plan third-party administrator; (2) Draft and negotiate a series of service agreements with vendors providing various benefit programs, e.g., mental health counseling, pet care, fertility and parenting advice, employee mental health services, backup childcare, HRA COBRA administration, and wellness plan services/benefits; (3) Assist on plan participant communications and distribution strategies; (4) Draft an updated Summary Plan Description covering all welfare benefits under one document and incorporating certain insured benefits and documents; (5) Advise on the design, establishment, and implementation of a Voluntary Employees’ Beneficiary Association (VEBA) as a funding vehicle for $1 billion in present value of retiree medical benefits; (6) Advise on the impact on its group health plan of changes in federal and state law and regulations, including in connection with the COVID-19 pandemic, including administering relief for flexible spending accounts, assistance in administering Consolidated Omnibus Budget Reconciliation Act (COBRA) subsidies, extensions and relief periods provided for under the American Rescue Plan Act (ARPA), and advising the company through COVID-19 vaccination programs and policies as well as the impact of the recent declaration of the end of the COVID-19 Public Health Emergency; (7) Assist in Mental Health Parity and Addiction Equity Act compliance; (8) Provide strategic and compliance advice related to welfare and fringe benefits imputed income issues; (9) Assist in the administration and integration/disintegration of employee welfare benefits in response to the company’s various acquisitions and divestitures.
• Advising a public, multinational technology company with respect to (1) administration of distributions and tax withholding under the company’s nonqualified deferred compensation plans; (2) compliance with the DOL’s requirements for top hat plan filings; and (3) analysis of “compensation” for nonqualified deferred compensation plan administration and distribution purposes.
• Advising a publicly traded multilevel marketing company with respect to (1) updating the eligibility and vesting provisions of the company’s non-qualified deferred compensation plan; and (2) advising the company on the treatment of short-term disability pay under the non-qualified deferred compensation plan.
• Assisting our global, publicly traded manufacturing company client with respect to certain employee benefit-related litigation and benefit claims matters: (1) Continuing assistance in negotiating plan service agreements to reduce exposure for the client and its plans; (2) Assistance in responding to participant pension benefit claims, such as ones associated with disputes concerning service crediting, benefit calculations, prior distributions, and predecessor plan provisions; (3) Assistance in responding to participants’ health plan benefit claims in the claims-review adjudication process, including through multiple administrative levels of appeal and responses to participants’ and their authorized representatives’ requests for plan documents; (4) Continued assistance in assessing plan fiduciary duties in relation to a large insurance company class action antitrust settlement; (5) Continued assistance in updating retirement and welfare plan provisions for evolving case law on claims adjudication provisions (such as with respect to equitable liens, anti-assignment provisions, claims with respect to non-network providers, breadth of claims subject to plan claims review procedures, and time and venue limits on bringing suit), and assistance with enhancing retirement plan governance procedures, as proactive measures.

Professional & Community

• American College of Employee Benefits Counsel, Fellow
• American Bar Association, Member
• Employee Benefits Committee of the American Bar Association’s Section of Taxation, Former Chair
• Employee Benefit Plans and Other Compensation Arrangements Group of the ABA, Section of Real Property, Trust and Estate Law, Former Chair
• ABA Joint Committee on Employee Benefits, Former Member
• Employee Benefits Subcommittee on Defined Contribution Plans of the ABA Tax Section, Former Chair

Publications

• Winter 2024, Journal of Taxation and Investments, "IRS Issues First Big Grab Bag of Guidance on SECURE 2.0 Act"