Sr. Counsel, Executive Compensation and Benefits

We are seeking an experienced Senior Counsel, Executive Compensation and Benefits to lead the design, governance, and legal oversight of executive compensation programs and broad-based compensation and benefits programs in a dynamic, high-growth environment. This role will be a critical partner to Legal, Finance, HR, and the Board, ensuring compensation practices are competitive, compliant, and aligned with evolving corporate governance and stakeholder expectations.

This is a strategic role for a legal expert who brings deep experience in executive compensation as well as broad-based compensation and benefits frameworks and thrives in organizations undergoing significant scale and increased regulatory complexity.

RESPONSIBILITIES

Executive Compensation Strategy & Design

• Advise on the structure and design of executive compensation programs, including base salary, annual incentives, long-term incentives, and retention agreements.
• Partner with HR and Compensation teams to align programs with business strategy, performance outcomes, and market practices.
• Support benchmarking against peer companies and evolving market standards.

Governance & Disclosure

• Lead preparation and review of executive compensation disclosures and related materials for external stakeholders, as applicable.
• Ensure alignment with best practices in transparency, pay-for-performance, and stakeholder communication.
• Advise on emerging trends in executive compensation governance and investor expectations.

Board & Committee Support

• Serve as primary legal advisor to the Compensation Committee of the Board of Directors
• Prepare and review meeting materials, resolutions, and governance documentation.
• Provide guidance on governance best practices and evolving developments relating to compensation and benefits.

Equity & Incentive Plan Management

• Oversee the legal aspects of equity and incentive plan design, implementation, and administration.
• Draft and review equity award agreements, plan documents, and amendments.
• Ensure compliance with applicable tax, securities, and accounting requirements.

Employee Benefits

• Provide legal guidance on qualified and nonqualified retirement plans, welfare benefit plans, and fringe benefits.
• Advise on compliance with ERISA, COBRA, HIPAA, ACA, and other applicable federal and state benefits laws.
• Review plan documents, SPDs, amendments, and participant communications.
• Assist with benefits issues arising in mergers, acquisitions, restructurings, and workforce transactions.

Regulatory & Compliance

• Advise on executive compensation-related legal and regulatory requirements, including securities laws, tax rules, and disclosure obligations.
• Monitor regulatory developments and proactively update internal practices and policies.
• Partner cross-functionally to ensure consistent and compliant execution of compensation programs.

Cross-Functional Leadership

• Collaborate with Legal, HR, Finance, Payroll, and external advisors to support compensation initiatives.
• Manage outside counsel and compensation consultants as needed.
• Provide guidance and training on compensation governance and compliance.

EDUCATION QUALIFICATIONS

• JD from an accredited law school
• Active bar membership in good standing

EXPERIENCE QUALIFICATIONS

• 10+ years of relevant legal experience, including executive compensation and benefits
• Experience supporting Board-level compensation governance and committee processes
• Strong knowledge of executive compensation disclosure frameworks, equity compensation structures, and tax and regulatory requirements.
• Experience in a public company or advising on public-company standards is strongly preferred.
• Experience in consumer, retail, or QSR environments is a plus.