Executives in New York work hard to build careers and want compensation packages that reflect their contribution and protect their interests. You may be negotiating a new role, navigating a promotion or exit, or evaluating terms that will affect your long-term goals. The executive compensation attorneys at Risman & Risman, P.C. provide clear, practical advice so you understand your options and secure the strongest possible package.

We counsel executives at every stage of the employment relationship, including:

• Offer and contract negotiation, including base salary, target and guaranteed bonuses, commission plans, equity grants, and sign-on arrangements.

• Equity and incentives, including RSUs, options, performance units, vesting schedules, acceleration on termination or change in control, and repurchase rights.

• Separation and transitions, including severance pay, benefit continuation, release language, non-disparagement, references, and cooperation clauses.

• Protective terms, including indemnification, advancement of fees, D&O coverage, and tail policies.

• Dispute resolution, including unpaid wages or earned bonuses, commission disputes, clawback demands, and breaches of contract or restrictive covenants.

Executive compensation involves complex terms with real financial and career consequences. We focus on the provisions that matter most in New York practice:

• Bonuses and commissions. We distinguish earned versus discretionary bonuses and document objective criteria where possible. New York law protects payment of earned wages and commissions and limits unauthorized deductions.

• Section 409A compliance. We review deferral elections, payment timing, and separation-from-service definitions to avoid penalties tied to nonqualified deferred compensation.

• Change in control (CIC). We negotiate double-trigger vesting and severance, define CIC precisely, and coordinate with bonus and equity plans.

• Section 280G / parachute excise tax. We evaluate gross-up, cutback, or best-net provisions and model outcomes so executives are not surprised by excise taxes.

• Clawbacks and recoupment. Public companies must maintain compensation recoupment policies. We align offer letters and award agreements with those policies and limit discretionary clawback risk where possible.

• Restrictive covenants. We narrow non-solicit and confidentiality terms, assess any non-compete under evolving New York law, and, where needed, structure garden leave or paid notice periods.

• Indemnification and D&O. We press for company indemnification to the fullest extent permitted by law, advancement of legal fees, and appropriate D&O coverage, including tail coverage after departure.

• Arbitration, venue, and governing law. We negotiate fair forums and procedures and avoid provisions that undercut statutory rights.

Practical Notes for New York Executives 

• Earned pay and timing. While some frequency-of-pay rules do not apply to executives, New York law still protects earned wages and commissions and permits interest and, in some cases, additional remedies for underpayment.

• Bonuses. Truly discretionary bonuses are hard to enforce. Where a formula exists or the bonus is tied to objective metrics and employment through a date you met, it may be earned and enforceable.

• Vacation and PTO. Payout depends on written policy or contract. We ensure policies are clear so you do not forfeit accrued value on exit.

• Equity paperwork. Award agreements, plan documents, and company repurchase or right-of-first-refusal provisions often control. We review the entire stack so there are no gaps between the offer letter and the plan.

• Restrictive covenants. New York disfavors restraints on employment. Enforcement depends on reasonableness, legitimate interest, and employee hardship. The legal landscape is evolving, so careful drafting and review are essential.

Contact a Seasoned and Qualified Executive Compensation Attorney

Risman & Risman, P.C. advises executives on the full range of compensation, equity, and transition issues and enforces agreements when employers do not honor their obligations. We offer a free consultation to discuss your goals and strategy. Call (212) 233-6400 or contact us online.