Washington University in St. Louis, J.D., 2004; Associate Editor, Washington University Law Quarterly
Vanderbilt University, B.A., cum laude, 2000
Heather Ryan is a seasoned employee benefits and executive compensation lawyer and chair of the firm's Employee Benefits and Executive Compensation Practice Group. She brings a unique perspective to the table, drawing on a decade of experience as in-house employee benefits and executive compensation counsel, as well as business roles in Total Rewards, at two publicly held, multibillion-dollar corporations. Heather's approach to helping clients solve problems and design new benefit and compensation plans is both pragmatic and proactive.
Heather counsels clients on all aspects of employee benefits including 401(k), 403(b), pension, cafeteria, health and welfare plans, and she has successfully handled many Department of Labor and IRS audits and correction submissions for clients. Heather enjoys working with clients on a broad range of issues, including fiduciary governance structure and processes, employer stock best practices, HIPAA, COBRA and wellness plans.
Heather has extensive experience advising on the benefits and compensation issues involved in corporate transactions, including equity compensation, change in control arrangements, severance and deferred compensation. She also assists clients on matters relating to executive employment agreements, short-term and long-term incentive compensation, and executive terminations. Heather also helps develop and draft compensation committee material for the board and advises on governance matters affecting such committees.
Advised on compliance issues relating to former company’s employee benefits, compensation and equity plans, including benefits-related SEC disclosures, annual bonus plan and incentive plan issues and 409A deferred compensation issues, defined benefit and defined contribution plan strategies, plan mergers and terminations, ERISA claims procedures, Affordable Care Act, wellness programs, HIPAA privacy and security, and COBRA administration.
Advised senior management on executive compensation and benefits, equity and incentive compensation, and HR-related merger and acquisition issues, including governance and regulatory developments.
Served as lead HR merger and acquisition lawyer for telecommunications merger valued at almost $80 billion, including HR due diligence, executive compensation issues, 280G analysis and integration projects.
Managed and developed strategy for executive benefit programs, including deferred compensation, SERPs, executive health, change in control arrangements and executive severance.
Developed strategy and design of shareholder-approved global equity plan and drafted all required documentation, including committee and plan documentation and global award agreements (approximate $60 million annual grant value in 26 countries).
Drafted executive employment agreements in partnership with executive compensation team, including certain C-suite contracts and other succession planning projects.
Conducted RFP and negotiated contract and related materials with independent fiduciary for company stock fund.
Reviewed and negotiated all service provider contracts and business associate agreements with third-party benefits administrators and vendors and monitored vendor compliance with such contracts and applicable plans.
Served as chief legal counsel for former company’s fiduciary committees (benefit administrative committee and investment committee) and pension assumption committee.
Managed former company’s ERISA litigation, including claims involving denial of retirement, health, life, disability and severance benefits; alleged breaches of fiduciary duty; the application of state law (federal preemption); and alleged misrepresentations regarding benefits.
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