Employee Benefits and Executive Compensation

Calfee is nationally recognized for our employee benefits and executive compensation experience. We represent publicly and privately held corporations, non-profit organizations, jointly trusteed retirement and welfare benefit plans, banks and trust departments, and government entities in all phases of designing and administering employee benefit and retirement programs. In addition to extensive experience with tax-qualified retirement and employee welfare benefit plans, the group’s practice also has an intense focus on the design and implementation of sophisticated executive compensation programs, ESOPs, merger and acquisition matters, and ERISA litigation. 

Our Employee Benefits and Executive Compensation group is routinely recognized by Chambers USAAmerica's Leading Lawyers for Business, an industry-leading legal resource for professionals in search of qualified, experienced legal counsel. In 2018, Chambers USA researchers said our group is known as a respected practice that works with a wide range of clients, with one client commenting, “I’m lucky to have this team supporting me.”

Executive Compensation

  • Employment and consulting contracts
  • Incentive compensation/bonus plans
  • Deferred compensation and stock appreciation rights
  • Change in control arrangements/Rabbi trusts
  • Stock options/restricted stock
  • Supplemental executive retirement plans
  • 401(k) wraparound plans
  • 457(b) and (f) plans
  • Split dollar life insurance
  • Executive perquisites

Qualified Retirement Plans

  • Pension, profit sharing, stock bonus plans and 403(b) plans
  • Cross tested plans
  • Cash balance plans
  • IRS approval process
  • Plan design and documentation
  • Coverage and nondiscrimination testing support
  • Governmental retirement plans
  • Church retirement plans

Welfare Benefits

  • Flexible benefit plans
  • PPOs, medical and similar plans
  • Self-insured arrangements
  • VEBAs
  • Governmental welfare plans
  • Church welfare plans

Regulatory Compliance

  • Regulatory interpretation
  • Fiduciary compliance
  • Reporting and disclosure
  • ACA, HIPAA and COBRA compliance
  • IRS and DOL audits
  • IRS and DOL correction programs

Acquisition and Divestiture

  • Transaction structuring
  • Compliance and liability analysis
  • Multi-employer plans
  • Plan mergers and spin-offs


  • Alternative equity transfer techniques
  • Analysis of stock redemption issues
  • Assistance in obtaining appraisals and financing
  • Corporate governance and equity issues
  • S corporation ESOPs

ERISA Litigation

  • Disputed benefit claims (administrative proceedings and litigation)
  • Breach of fiduciary duty claims
  • Discrimination claims under ERISA Section 510
  • COBRA claims
  • Multi-employer withdrawal liability claims
  • Department of Labor proceedings


Representative Experience

  • Agilysys, Inc.
  • Alcan Aluminum Corporation
  • American Consolidated Industries
  • The Austin Company
  • Automated Packaging Systems, Inc.
  • The Catholic Diocese of Cleveland
  • Chart Industries, Inc.
  • Clark-Reliance Corp.
  • Cleveland Natural Resources Inc.
  • Cleveland Steel Container Corporation
  • Ferro Corporation
  • FirstEnergy Corp., and related companies, including Ohio Edison Company, The Toledo Edison Company, The Cleveland Electric Illuminating Company, Metropolitan Edison, Penelec, Penn Power, West Penn Power, Jersey Central Power & Light, MonPower, Potomac Edison, First Energy Nuclear Operating Company and First Energy Service Company.
  • Independence Excavating, Inc.
  • Invacare Corporation
  • Kathabar Inc.
  • Keller Group, Inc.
  • Key Bank Trust Department (Special Counsel)
  • Kirkwood Holding Inc.
  • Linsalata Group
  • Manco Inc.
  • Morrison Products, Inc.
  • MYR Group, Inc.
  • Nestlé USA, Inc. and Nestlé Holdings, Inc., and related companies, including Nestlé Prepared Foods Co., Nestlé Purina Petcare Company and Nestlé Healthcare Nutrition, Gerber Products Company, Gerber Life Insurance Co. and Nestlé Dreyers Ice Cream Company.
  • Oatey Co.
  • Ohio Highway Patrol Retirement System
  • RJF International Corporation
  • Royal Appliance Manufacturing Company
  • RPM International Inc., and related companies, including Tremco Incorporated, Carboline Company, Day-Glo Color Corp. and Dryvit Systems, Inc., Rust-Oleum Corporation, DAP Products, Inc., and Zinsser Co., Inc.
  • School Employees Retirement System of Ohio
  • State Teachers Retirement System of Ohio