Sheila M. Ninneman

Sheila has significant experience counseling publicly traded corporations, closely held companies, and nonprofit organizations; designing and administering qualified retirement, health care, and other welfare benefit plans. In addition, she advises clients on complying with fiduciary best practices, avoiding ERISA litigation, and negotiating resolutions of audit disputes with administrative agencies. Sheila collaborates with the employers’ other support professionals, including third party service providers, trustees, and benefits counsel, to deliver well-coordinated services to clients.

Prior to joining Calfee in 2023, Sheila served as a Senior Consultant for USI Consulting Group for seven years. She also served as an Employee Benefits attorney with Cleveland-area law firms and as Vice President of Claims Processing with Claim Appeal Fiduciary Services.

Sheila earned her J.D. from Cleveland State University College of Law. She earned her B.A. in Philosophy and English from the University of Dayton.

Education

J.D., Cleveland State University College of Law, 1989

B.A., Philosophy and English, University of Dayton

Experience

• Providing broad representation as to employee benefit matters and executive compensation matters to this Fortune 1000 global manufacturing client. Calfee regularly advises the client on M&A activity and its impact on the company’s retirement plans as well as on executive compensation matters. We also regularly advise the client on amending its various pension and 401(k) plans in connection with the acquisition of new companies within the company’s controlled group or the sale of companies from its controlled group. This client, with 15,000+ employees worldwide, sponsors several defined benefit and defined contribution plans for both non-union and union employees. Notable projects during the last year have included providing advice on 401(k) plan and pension plan integration issues resulting from acquisition and divestiture activities.
• 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.
• Regularly providing day-to-day employee benefits advice to a European company on its 401(k) plan, pension plan, defined benefit plan, and health & welfare benefits (including medical, dental, vision, life, disability, and cafeteria plan). Calfee also assists in certain U.S. employment compliance areas (including FMLA and wage & hour compliance). Calfee recently assisted with 401(k) plan nondiscrimination compliance and assisted the company’s health savings account administration and participant communications associated with their HSAs. Calfee has advised on the company’s retirement plan strategy in consideration of the current three-plan design approaches.
• 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.

Publications

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