Executive Compensation, Employee Benefits, and Equity and Share Incentives

Well-designed compensation programs are critical to motivating performance and attracting and retaining talent. At the same time, legislative and regulatory change, heightened shareholder scrutiny, and increased media focus on compensation have made the design and implementation of appropriate arrangements increasingly complex.

Subscribe to receive our insights.

Our lawyers work with companies around the world to design, implement, and operate compensation programs that are tailored to the needs of each business and reflect evolving best practices. We advise public and private companies of all sizes, combining deep technical expertise with a clear understanding of commercial and organizational constraints to deliver practical, integrated solutions.

We regularly advise on the design and operation of cash and equity-based incentive plans, share schemes, and broader employee benefit programs, ensuring compliance with tax, securities, employment, corporate governance, and, where relevant, ERISA and related fiduciary regimes across multiple jurisdictions.

A key differentiator of our practice is our experience at the intersection of executive compensation, employee benefits, and financial markets regulation. We regularly advise financial services firms, asset managers, and institutional investors on the structuring and provision of services to employee benefit plans, including investment management, brokerage, custody, and related arrangements. We also advise on ERISA “plan asset” implications in connection with investment products, structured transactions, and alternative investment vehicles, ensuring that new products and services are designed with regulatory requirements in mind from inception.

Our lawyers are also actively engaged in shaping policy and best practices through leadership roles in professional associations and industry groups. Together with our public company advisory lawyers, we advise boards of directors, compensation committees, and senior management on corporate governance, disclosure, and evolving expectations around executive remuneration.

In addition, our ERISA-focused lawyers regularly engage with the U.S. Department of Labor, Internal Revenue Service, and other regulatory bodies, including in connection with requests for guidance and relief. This regulatory engagement enhances our ability to advise clients on novel or complex issues and to help shape compliant, market-leading solutions.

We also have deep experience across qualified and non-qualified retirement plans, including defined benefit and defined contribution arrangements, as well as health and welfare plans. Our team continues to monitor and advise clients on the impact of evolving legal, regulatory, and interpretive developments affecting employee benefit arrangements and compensation structures globally.

The breadth of the team is incredibly strong and they have experts who understand all aspects of our business."

Client quote, Chambers USA, 2025

The team is responsive, provides excellent service and keeps abreast of market changes."

Client quote, Chambers USA, 2025

The team has the ability to translate relatively complex subject matter into easily digestible practical advice."

Client quote, Chambers USA, 2025

Key contacts

Martha N. Steinman

Office Managing Partner

Martha N. Steinman

Office Managing Partner

New York

Margaret De Lisser

Senior Counsel

Margaret De Lisser

Senior Counsel

Washington, D.C.

James S Frazier

Andrew O'Brien

Meet the Executive Compensation, Employee Benefits, and Share Incentives team

Representative experience

Advising Shaftesbury PLC on its recommended £5bn all-share merger with fellow FTSE-250 listed Capital & Counties Properties PLC.

Advising Lockheed Martin on its US$4.4bn acquisition of Aerojet Rocketdyne.

Advising PhonePe on the separation of ownership of PhonePe Private Limited, India from the Indian e-commerce giant Flipkart Private Limited.

Advising Clipper Logistics plc on its recommended c.£1bn cash and share takeover offer by GXO Logistics, Inc.

Advising VICI Properties Inc., an experiential REIT specializing in casino properties, on its US$17.2bn strategic acquisition of MGM Growth Properties LLC, a transaction which will create America’s largest owner of experiential real estate.

Advising Patron Capital Partners on the sale of Punch Pubs for c.£1bn to private equity firm Fortress.

Advising Duke Realty Corporation, a publicly listed leading U.S. industrial REIT, on its approximately US$23bn combination with Prologis Inc., a publicly listed global leader in logistics real estate.

Advising CPI Property Group S.A. (CPIPG) on CPIPG and Aroundtown SA’s €1.57bn takeover of Globalworth Real Estate Investments Limited.

Advising Oracle Corporation on its US$28.3bn acquisition of Cerner Corporation.

Advising PerkinElmer, Inc. on its US$591m cash takeover of Oxford Immunotec Global plc, a UK headquartered global leader in proprietary test kits for latent tuberculosis.

Advising Electra Private Equity PLC on the demerger of TGI Fridays under new parent company Hostmore plc.

Advising Arm Limited (Arm), the UK-headquartered multinational semiconductor business of Japan-based SoftBank Group and the SoftBank Vision Fund, on the US$40bn sale of Arm to NVIDIA.

Advising AmerisourceBergen Corporation on its US$6.47bn acquisition of Walgreens Boots Alliance’s wholesale distribution business in Europe.

Advising Ironwood Capital on the formation of a US$525m fund.

Advising Fortress Investment Group on establishment of new long term incentive arrangements following our advice on its earlier £95m acquisition of the Majestic Wine retail and commercial businesses in 2019.

Advising PeproTech, a leading developer and manufacturer of recombinant proteins in its auction and subsequent US$1.85bn sale to Thermo Fisher Scientific.

Advising Papa John's International, Inc. on the sale of its controlling interest in its 90-restaurant joint venture with Blue and Silver Ventures, Ltd, an affiliate of the Dallas Cowboys, to Sun Holdings.

Advising Labcorp, on its US$149m acquisition of Toxikon, a contract research organization delivering best-in-class nonclinical testing services and on its acquisition of Personal Genome Diagnostics Inc., a leader in cancer genomics with a portfolio of comprehensive liquid biopsy and tissue-based products.

Awards and recognitions

Ranked - Employee Benefits & Executive Compensation, District of Columbia

Chambers USA

2023

Tier 2 - Employee Benefits, Executive Compensation And Retirement Plans: Transactional

Legal500 US

2023

Other ways we can help you

Navigate change with our latest insights

News

Constitutional reform to reduce the weekly work shift is published

03 March 2026

News

Hiring in the hot seat – the CMA publishes new guidance on labour markets

22 September 2025

News

Doing Business in the United States 2025

17 January 2025

View more insights and analysis

Insights and Analysis

Executive Compensation, Employee Benefits, and Equity and Share Incentives

Hear from our clients and industry leaders

The breadth of the team is incredibly strong and they have experts who understand all aspects of our business."

The team is responsive, provides excellent service and keeps abreast of market changes."

The team has the ability to translate relatively complex subject matter into easily digestible practical advice."

Key contacts

Representative experience

Awards and recognitions

Ranked - Employee Benefits & Executive Compensation, District of Columbia

Tier 2 - Employee Benefits, Executive Compensation And Retirement Plans: Transactional

Other ways we can help you

Tax

Pensions

Private Wealth

Navigate change with our latest insights

Doing Business in the United States 2026

The Federal Executive Power presents an initiative to Congress to change the working week to 40 hours

The Ministry of Labor and Social Welfare publishes inspection protocol on subcontracting

Hiring in the hot seat – the CMA publishes new guidance on labour markets

Doing Business in the United States 2025

You may also be interested in...

Society for Corporate Governance 2026 National Conference

Strafford / BARBRI Webinar: New DOL Proposed Rule and Safe Harbor for 401(k) Investment Alternatives

ABA 2026 May Tax Meeting

NACD: Compensation Committee in 2026: Governance Changes and Human Capital

PLI The DOLs Proposed Regulation Fiduciary Duties in Selecting Designated Investment Alternatives A Pathway to Alts in 401k Plans

Hogan Lovells reports record results for the third consecutive year, announcing nearly US$3.3 billion in gross revenue for FY2025, consolidating its 6-year drive of sustainable growth

Stay-or-pay under fire: What employers need to know in 2026

Law Practice CLE: Hot Topics for ERISA Plans

PLI Advanced Pension Plan Investments

Society for Corporate Governance 2025 National Conference

Strafford Webinar - SECURE Act 2.0: Key Provisions and Compliance Considerations for Plan Sponsors

Strafford Webinar: Status of the DOL Fiduciary Rule: Key Issues for Plan Sponsors and Service Providers

Hogan Lovells rings in 2025 with 28 new partner and 47 new counsel promotions

Law Practice CLE - The New DOL Retirement Security Rule: Overview, Potential Impact, and Current Developments

Advanced Pension Plan Investments 2024

ABA Executive Compensation National Institute 2024

myLaw CLE webinar: Exploring the New DOL Fiduciary Investment Advice Rule: History, potential impact, and recent developments

ABA Virtual 2024 Fall Tax Meeting

Society for Corporate Governance 2024 National Conference

DOL Recent Amendment to the QPAM Exemption: Key Provisions and Challenges for Asset Managers and ERISA Plan Sponsors

DOL Recent Amendment to the QPAM Exemption: Key Provisions and Challenges for Asset Managers and ERISA Plan Sponsors

WEB National’s Outsourcing Fiduciary Responsibilities – Know Your Options

Strafford Webinar - New DOL Fiduciary Rule: Key Provisions of the New Regulations and Challenges for Counsel, Plan Sponsors, and Service Providers

Employment Law Developments in 2024

American Bar Association - Navigating Murky Waters: Ethics for ERISA and Executive Compensation Lawyers

Practising Law Institute: Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2023

ABA Executive Compensation National Institute 2023

Women in Corporate & Finance Impact Series – Panel Discussion: Positioning for Power

31st Annual NASPP Conference

Practicing Law Institute: Hot Issues in Executive Compensation 2023

HR Mergers & Acquisitions – Roundtable

Society for Corporate Governance 2023 National Conference

American Bar Association - Navigating Murky Waters: Ethics for ERISA and Executive Compensation Lawyers

Practising Law Institute: Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2022

ABA Executive Compensation National Institute 2022

2022 Proxy Disclosure & 19th Annual Executive Compensation Conferences

Practising Law Institute: Hot Issues in Executive Compensation 2022

Hogan Lovells welcomes the New Year with 27 new partner and 71 new counsel promotions

NASPP Conference and Exhibition

Equilar | Corporate Governance Outlook: The Top Issues for 2021

Hogan Lovells welcomes the New Year and 25 new partner and 60 new counsel promotions

Society for Corporate Governance 2026 National Conference

Strafford / BARBRI Webinar: New DOL Proposed Rule and Safe Harbor for 401(k) Investment Alternatives

ABA 2026 May Tax Meeting

NACD: Compensation Committee in 2026: Governance Changes and Human Capital

PLI The DOLs Proposed Regulation Fiduciary Duties in Selecting Designated Investment Alternatives A Pathway to Alts in 401k Plans

Stay-or-pay under fire: What employers need to know in 2026

Law Practice CLE: Hot Topics for ERISA Plans

PLI Advanced Pension Plan Investments

Society for Corporate Governance 2025 National Conference

Strafford Webinar - SECURE Act 2.0: Key Provisions and Compliance Considerations for Plan Sponsors

Strafford Webinar: Status of the DOL Fiduciary Rule: Key Issues for Plan Sponsors and Service Providers

Law Practice CLE - The New DOL Retirement Security Rule: Overview, Potential Impact, and Current Developments

Advanced Pension Plan Investments 2024

ABA Executive Compensation National Institute 2024

myLaw CLE webinar: Exploring the New DOL Fiduciary Investment Advice Rule: History, potential impact, and recent developments

ABA Virtual 2024 Fall Tax Meeting

Society for Corporate Governance 2024 National Conference