Showing posts with label c-suite executive compensation. Show all posts

Tuesday, April 8, 2025

April 2025 Executive Employment Law Newsletter

I hope this email finds you well, that you are enjoying the longer days and later sunsets that beckon the arrival of spring. In April we will have the Boston Marathon and also “AmRev250”. So April 19, I hope to get a good viewing spot, to view North Bridge in Concord when Concord, Acton, Bedford and other minutemen reenactors recall the seminal events of April ‘75…. 1775, when the embattled farmers stood and fired the shot heard round the world … yes, the Battle of Lexington and Concord, where it all began.

Also in April, March Madness continues, with Men’s and Women’s Basketball and Men’s Ice Hockey now down the Finals.

In men’s basketball, my two Division I alma maters Northwestern and Boston University did not make the tournament, and all no. 1 teams are in Final Four. No Cinderella teams in the Finals this year. 🙁 But best of luck to all, if your alma mater is still in contention or if you are still in the money with your brackets.

In Men’s Hockey, a large contingent of Hockey East and Eastern teams contended, but only Boston University survived to the Frozen Four with a thrilling 3-2 overtime win, last Saturday night, over ancient rival Cornell. Congrats to Coach Jay Pandolfo: he’s coached three years, and, in all three, his BU teams have gone to the Frozen Four. I attended the Frozen Four in Tampa (2023) and St. Paul (2024) but cannot go to 2025 in St. Louis. We lost those two times, and it is still my hope this 3rd time in a row, will be the charm – good luck Terriers!

And in professional sports, one of Boston’s winter teams will both soon start the playoffs. The Bruins had a awful March (3-11) and will finish their season April 15 far from playoff contention. But the Celtics, happily, have gone in opposite direction. With a record of 13-1 in March through March 30, we can hope the C’s stay hot as they seek to repeat as NBA champions despite stiff competition. Despite recent losses we also start the Red Sox season with high hopes after several acquisitions in the off season. I do look forward to attending Opening Day at Fenway this Friday, with an opening day first: the Sox will host their frequent past World Series season opponents, the NL’s formidable St. Louis Cardinals!

As for Newsletter items, last week, IVYEXEC career advancement website published an article of mine on using QSBS to potentially shield from taxation up to $10 million in gains on executive and angel investor stock.

Further into this April Newsletter, item #3 is an older article of mine, published in CEOWORLD magazine, reposted today, around the time of April Opening Day around the Major Leagues, offers an especially grim and powerful example of misalignment in incentive compensation. In that case example, incentive compensation misalignment of a baseball team’s ace starting pitcher sparked the worst episode in Major League Baseball’s almost 150-year history (since the founding of the National League in 1876). In that infamous episode, the “Black Sox Scandal”, the American League champions, the favored Chicago White Sox, played to lose the World Series. Star White Sox players accepted cash bribes from Boston and New York based gamblers to “fix” the 1919 World Series in favor of the underdog Cincinnati Reds. Amid the public uproar, and the grave threat posed to the future of the sport itself, in 1920, the MLB team owners appointed the first-ever Commissioner of Baseball. Despite Illinois court cases and acquittals of all the accused players, that new Commissioner delivered baseball’s own verdict. Commissioner Landis ruled “8 Men Out” – the accused eight professional ballplayers were barred from baseball, each of the eight accused lost their livelihoods, thrown out of organized baseball …for life…and it all happened due to misalignment.

That 4th Newsletter item is another older article of mine published by IVYEXEC, on startup C-level executive salary, equity and severance terms.

The last Newsletter item, Item #5 is a special offer on negotiation of C-level and senior executive job offers. As always, I hope some of these items might be of interest and benefit… and best wishes to all for the rest of April! 😊

1. Achieving Zero Taxation on Sale of Your Appreciated Stock

Are you considering joining an early stage company where stock will be an important part of your compensation package? My article published ten days ago, on March 21, by IVYEXEC career advancement website, discusses how proper structuring of your equity grant as qualified small business stock (QSBS), may enable you to have zero Federal taxation on all or most of the appreciation on a sale of shares after 5 years, including several key techniques you might find beneficial… Read the Article Here

2. Work with CEOs, C-Suite and Senior Executives, exclusively.

Robert Adelson is an attorney specialized in the representation of CEOs, C-level and senior executives. He no longer represents companies or employers. Learn about Robert Adelson’s work with CEOs, C-level and senior executives to advise on and improve job offers, employment contracts, stock, RSUs, options, bonuses and other executive compensation matters, plus advice and aid on issues of wrongful termination, severance, exit terms, retention, change of control, other executive issues and more … More Details Here

3. Protecting yourself against Executive Compensation Misalignment

Are you a C-level or a senior executive with performance compensation based on cliff vesting? Is your performance opportunity subject to discretionary actions of an owner, a Board of Directors or the investors, whose interests might at some point become averse to your own? That situation – executive compensation misalignment – was the root cause of the biggest scandal in US sports history. Due to that misalignment, star players of the Chicago White Sox fixed the 1919 World Series. That example and others are discussed in my article published by CEOWORLD Magazine 3/31/2021 to coincide with MLB Opening Day. My article is reposted now to coincide with the 2025 MLB season, with opening day around the Najor Leagues last Thursday March 27. In this CEOWORLD article, I also offer ways for you, as executive, to avoid such harmful misalignment in your own executive compensation negotiations. Read the Article Here

4. Startup C-Level Executive Salary, Equity and Severance

Are you a senior executive looking to move up to C-level by joining a startup? Being a startup C-level executive can be rewarding in many ways. But taking that role has many risks too. My article published in 2023 by the IVYEXEC career advancement website, advises on key protections to negotiate as well as other terms to seek to ensure that if the startup succeeds, you too will share financially in that success. Read the Article Here

5. 4/2025 Offer: Good until April 30th

This 4-week value-packed offer, is as a way to get introduced to my law work: Executive Employment Job Offer Law Diagnostic – this offer is good through 4/30/25. More Details Here

It’s always a pleasure to get back in touch with you and other clients, friends, and colleagues. I hope the links and information provided will be useful to you and that there will be an opportunity for me to work with you on legal matters in the near future.

Let’s keep in touch!

Best regards,

Rob

Robert Adelson

*Adelson & Associates, LLC
Executive Employment Attorney
101 Federal Street, 19th Floor
Boston, MA 02110
(617) 204-5601 Law Firm
(617) 204-5602 Direct
(617) 204-5604 Fax
E-mail : rob@attorneyadelson.com
Blog: https://robadelson.wordpress.com/
Twitter: @AttorneyAdelson
LinkedIn: https://www.linkedin.com/in/robert-adelson-b8a1557/
Website: www.executiveemploymentattorney.com

Note on Adelson & Associates, LLC:
* Robert A. Adelson is the Principal of Adelson & Associates, LLC. For fifteen (15) years, from October 2004 through December 2019, Robert Adelson practiced law and referred legal work to associates of his, trusted and experienced colleagues, as a partner of Engel & Schultz, LLP. In December 2019, the lead partners of the firm announced they would go into semi-retirement, go their separate ways, and the office lease would expire in January 2020. In response, Robert Adelson formed Adelson & Associates, LLC in December 2019 and commenced the new firm’s operations on January 1, 2020, with the new firm taking over, on that date and going forward, all current Robert Adelson clients, matters and operations, as well as all referral of legal work to associates of Robert Adelson. Since 1/1/2020, the firm’s offices have been and remain at 101 Federal Street, 19th Floor, across the street from the pre-2020 offices at One Federal Street, 21st Floor, in Boston’s Financial District.

This post was originally published in https://robadelson.wordpress.com/2025/03/29/april-2025-executive-employment-law-newsletter/

Thursday, March 6, 2025

March 2025 Executive Employment Law Newsletter

I hope this email finds you and your family in good health. We are now into March, with this executive employment law newsletter reaching you on March 4th, which date has a place in US history. On this date, on a cool mostly cloudy afternoon in Washington D.C. 92 years ago, March 4, 1933, Franklin Delano Roosevelt took the oath of office to become the 32nd U.S. President. He told a nation, during some of the worst days of the Great Depression, that the “only thing we have to fear is fear itself”. With his courage, candor, intelligence, and indomitable spirit, he would go on to lead America through those hard days and then through World War II that would follow, as our nation’s longest serving President. See link – https://www.youtube.com/watch?v=khFwYWWF6Tc

Meanwhile winter continues. For those like my wife who relishes her winter sports, I do hope there will be sufficient snow and ice this last month of winter. For those like me who look forward to warmer weather, perhaps you will get a chance to sneak off for time in the sun in warmer places.

March madness will soon begin and to all with your brackets and betting favorites, and for those out there with alma maters in the NCAA Basketball Tournament – all best of luck! For my two tournament-eligible alma maters, this has not been the best of years, but both still do nurse their slim NCAA Tournament chances. Boston University – with four Patriot League wins in its last five games, the Terriers will host Navy in a first round PL tournament game at the “Roof” this Thursday. Northwestern, after recent 20-win seasons, has been well below that this season, near the bottom of the 18-team “Big Ten.” However, with 3 recent Big Ten wins, the Wildcats may finish among the top 15 to at least compete in the Big Ten Conference Tournament, March 12-16 in Indianapolis. So, hoping both BU and NU can stay hot through their respective Conference Tournaments though both are long shots for the 2025 Big Dance.

Meanwhile in men’s college hockey, BU won the Beanpot 4-1 in an upset over BC at TD Garden on Feb. 10, but BC remains firmly no.1 atop the college ice hockey national rankings. Hockey East remains strong with five New England college teams ranked among the top ten in national polls. So perhaps we will see a rare all-Eastern final at the Frozen Four in St. Louis April 10 to 12. All the while, in our professional winter sports, the Bruins are struggling and the Celtics are having a solid season and we can hope both will make the playoffs with a decent playoff run for the Celtics beginning next month. The Celtics will be defending their NBA championship but competition will be stiff.

As for Newsletter items, last week, CEOWORLD magazine published an article of mine on FAQs – my answers to Frequently Asked Questions that I receive on executive compensation, executive equity and negotiations. Further into this March Newsletter, items #3 and #4 are two older articles of mine, both published in IVYEXEC career advancement website,#3 published in 2022 on leveraging your strengths in negotiating for key terms in executive retention packages, #4 published in 2023 on terms to negotiate for in your new job offer or employment contract as a Chief Technology Officer (CTO) or a Chief Information Officer (CIO). Item #5 is a special offer also on executive retention. As always, I hope some of these items might be of interest and benefit… and my best wishes to all for the rest of March!

1. Answers to FAQs on Executive Compensation and Equity Packages

My article published a week ago, on Feb. 25, in CEOWORLD magazine, gives answers to a series of frequently asked questions over executive compensation, equity packages and negotiations. These include when to seek and what to seek for a signing bonus, how much to seek and how to structure your executive equity, what terms to seek for triggers and benefits in severance, plus my answers to other key questions C-level and senior executives have asked me… questions that you have as well. Read the Article Here

2. Work with CEOs, C-Suite and Senior Executives, exclusively.

3. Executive Retention Packages – Terms and Negotiations

Do you have now, or Do you soon expect an attractive job offer to leave your CEO or senior executive position? Is your company “in play”? Are you nearing a funding milestone? Are there other reasons why your company has dependence on you and strong desire for you not to leave now. My article, published in 2022 by IVY EXEC career advancement website, discusses the negotiation and terms for retention agreements in those and other circumstances, where you, as the executive have leverage, and seek to realize important protections and benefits in connection with the company’s need to retain your services. Read the Article Here

4. Negotiating terms of Your CTO or CIO Job Offer

If you have a new job offer or employment contract as a Chief Technology Officer (CTO) or a Chief Information Officer (CIO) in a tech or life sciences company or another company involved with the internet or innovation economy, my February 2023 article published in IVYEXEC career advancement website, advises on terms for authority, interface and support for your position, protection of your own ideas and inventions, compensation, equity and other essential terms to negotiate Read the Article Here

5. 3/2025 Offer: Good until March 31st

This almost 4-weeks value-packed offer, is as a way to get introduced to my law work: Executive Employment Retention Law Diagnostic — this offer is good through 3/31/25. More Details Here

Let’s keep in touch!

Best regards,

Rob

Robert Adelson

Note on Adelson & Associates, LLC:
*As mentioned in bullet no. 2 of the January 2020 Business Law Newsletter, Robert A. Adelson is now the Principal of Adelson & Associates, LLC. For fifteen (15) years, from October 2004 through December 2019, Robert Adelson practiced law and referred legal work to associates of his, trusted and experienced colleagues, as a partner of Engel & Schultz, LLP. In December 2019, the lead partners of the firm announced they would go into semi-retirement, go their separate ways, and the office lease would expire in January 2020. In response, Robert Adelson formed Adelson & Associates, LLC in December 2019 and commenced the new firm’s operations on January 1, 2020, with the new firm taking over, on that date and going forward, all current Robert Adelson clients, matters and operations, as well as all referral of legal work to associates of Robert Adelson. The new firm’s offices, at 101 Federal Street, 19th Floor, are across the street from the prior offices at One Federal Street, 21st Floor, in Boston’s Financial District.

Monday, October 16, 2023

Fighting the Double Trigger as free labor vs slavery:

How to negotiate your own Change of Control acceleration terms

A bit over two weeks ago, on Friday September 15, 2023, CEOWorld magazine published an article I wrote on “-Fighting the Double Trigger as free labor vs slavery: How to negotiate your own Change of Control acceleration terms..”

The new article is designed for CEOs and C-level executives, who work hard to bring a successful liquidity event, such as in a merger/acquisition, but also face significant risks with a change in control including getting laid off, reduction in compensation and benefits, changes in reporting structure, restrictions in seeking new employment due to non-compete or non-disclosure agreements. Those risks are often offset by the prospect of equity acceleration or a sale closing bonus. But even here there are still more risks. that can diminish or even prevent your receiving the benefits and your fair share of the success event which may be largely the result of your efforts.

This article discusses those additional hurdles placed before you to achieve benefit from a change of control often called the “Double Trigger.” A single trigger would accelerate your equity or pay you your full bonus on closing the change of control/ success event. The double trigger creates a second condition to your change of control /success benefits, that second condition being some level of additional required services over an extended period of time to the acquirer successor. The down-side of the Double Trigger to the C-level executive includes the following:

Loss of your leverage to negotiate your own retention bonus and full employment, equity and executive compensation terms with the successor.
Loss of your ability before and after the sale event to freely pursue and negotiate other career opportunities,
Loss of your ability to immediately move on — to time your new start date and take up your new position right after the closing
Loss of your chance to share in the liquidity event at the same time the investors receive their benefits from your efforts
Potential loss of your entire acceleration or bonus you under the second trigger despite having already earned those benefits with the closing of the change of control

At the end, this article suggests a series of strategies for you to resist the Double Trigger, culminating with an invocation of Lincolnian and early Republican arguments from 19th century US history: Free labor vs Enslaved labor. Hence, this article’s title.

The article quotes this portion from the famous Lincoln -Douglas debates –

It is the eternal struggle between these two principles — right and wrong — throughout the world. They are the two principles that have stood face to face from the beginning of time; and will ever continue to struggle. The one is the common right of humanity and the other the divine right of kings. It is the same principle in whatever shape it develops itself. It is the same spirit that says, “You work and toil and earn bread, and I’ll eat it.” No matter in what shape it comes, whether from the mouth of a king who seeks to bestride the people of his own nation and live by the fruit of their labor, or from one race of men as an apology for enslaving another race, it is the same tyrannical principle. “

Abraham Lincoln, at Alton, Illinois, October 15, 1858 https://teachingamericanhistory.org/document/the-lincoln-douglas-debates-7th-debate-part-ii/

https://www.c-span.org/video/?59826-1/lincoln-douglas-alton-debate — at 1:58:11 in this 2 hour 39 minute video.

With the Double Trigger in place, the C-level executive, on many occasions, works, toils and earns the liquidity / change of control event, and often it is only the investors who “…eat it.” — that is, reap the benefit. It is often the case too, that investors enhance that profit, receiving a premium from the acquirer because Double Trigger sale terms effectively delivers you and your full-time services to the successor delaying and perhaps ultimately depriving you of your share of the success event you already earned. True, it is not slavery, but it is still a form of what Lincoln would have called the “theft of labor”.

To see my full CEOWORLD magazine. article, go to LINK: https://ceoworld.biz/2023/09/16/fighting-the-double-trigger-as-free-labor-vs-slavery-how-to-negotiate-your-own-change-of-control-acceleration-terms/

Or on my website at https://www.executiveemploymentattorney.com/fighting-the-double-trigger-as-free-labor-vs-slavery-how-to-negotiate-your-own-change-of-control-acceleration-terms/

This was my 43rd article published in CEOWORLD since 2016. Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.

On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles. You can peruse this library and/or read as many of my 43 published articles as you wish. See https://ceoworld.biz/author/robert-adelson/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide. https://www.linkedin.com/company/ceomagazine/

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who are being hired for or are now working toward an acquisition or exit event, that would result in a change of control sought by investors. The article may offer special benefit if you are expecting acceleration, a bonus or other benefits as result of the success in securing the event and may want to review and potentially challenge Double Trigger terms that can shackle you and potentially cause loss of your share of the benefits you earned on closing of the success event. If you or any colleague of yours has a need in this area, please do reach out to me @ 617–875–8665 or rob@attorneyadelson.com.

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