John Morrison is co-chair of the Employee Benefits and Executive Compensation Group and the team leader of the executive compensation practice. His practice encompasses all aspects of executive compensation, focusing on the design and analysis of executive compensation arrangements and related corporate governance and disclosure matters. John also has extensive experience advising on executive compensation and employee benefit issues in connection with mergers and acquisitions; corporate restructurings; and financings, including change of control and retention agreements and golden parachute excise tax mitigation strategies.
Prior to joining Ogletree Deakins, John practiced in New York for more than 20 years, the last 14 years with Shearman & Sterling LLP.
John has extensive experience advising multinational public companies and private companies, and tax-exempt organizations on a wide range of executive compensation matters, including:
- The design, implementation and tax structuring of executive compensation arrangements, including short and long-term incentive arrangements (cash and equity based); deferred compensation and supplemental executive retirement arrangements (including related insurance arrangements); change of control protections; employment, consulting and termination arrangements; and restrictive covenant agreements
- Tax and regulatory compliance matters, including federal and state withholding taxes; IRC Section 409A; IRC Section 162(m); IRC Section 280G; IRC Section 83(b); and IRC Section 4960
- Advising Boards, compensation committees and management on corporate governance and fiduciary matters, including Sarbanes-Oxley, Dodd Frank, developing governance policies and internal controls; preparing governing documents for Boards and compensation committees; and advising on developing “best practices”
- Design and implementation of non-employee director compensation arrangements.
- Development and preparation of executive compensation and benefits related disclosure in public filings, including proxy statements; annual and quarterly reports; and other periodic filings
- Cross border compensation matters, such as global incentive compensation arrangements, including compliance aspects under U.S. tax and employment laws; employment, consulting and severance arrangements; and global mobility matters
- Advising management and private equity fund managers on the design and implementation of compensation arrangements, including carried interest and other forms of manager and investment professional participation in private equity funds
- Audits and inquiries from government regulators
