Compensation & Benefits Associate Attorney

Boston, Massachusetts; Chicago, Illinois; Downtown Los Angeles, California; New York, New York; Palo Alto, California; Reston, Virginia; San Diego, California; San Francisco, California; Santa Monica, California; Washington, DC

Direct Counsel is seeking a Compensation & Benefits Associate Attorney to join the nationally recognized executive compensation and employee benefits practice of a premier law firm.

This is an outstanding opportunity for a 3rd–6th year associate with sophisticated experience in executive compensation, equity arrangements, public company disclosure, and transactional benefits support to work on high-profile matters involving M&A, IPOs, and complex compensation structures.

The role offers substantial exposure to deal-driven compensation work, public company counseling, and executive arrangements for leading corporate clients.

The ideal candidate will have 3–6 years of executive compensation and employee benefits experience, including strong familiarity with:

• Equity and executive compensation
• Proxy disclosures
• Employment agreements
• Severance agreements
• IRC Sections 280G and 409A
• Compensation issues in mergers & acquisitions
• IPO-related compensation matters
• Public company governance and disclosure support

This is an excellent opportunity for an associate who enjoys both standalone executive compensation counseling and deal-side compensation support.

• Advise clients on:
  • Executive compensation arrangements
  • Equity incentive plans
  • Employment and severance agreements
  • Change-in-control protections
  • Deferred compensation structures
• Support compensation and benefits issues in:
  • M&A transactions
  • IPOs
  • Capital markets transactions
  • Corporate restructurings
• Draft and review:
  • Equity award agreements
  • Proxy disclosures
  • Employment contracts
  • Retention and severance agreements
  • Transaction bonus and rollover structures
• Counsel on compliance with:
  • IRC 280G
  • IRC 409A
  • SEC disclosure requirements
• Work closely with M&A, capital markets, tax, and employment teams on integrated matters
• Advise boards, compensation committees, and senior executives on compensation governance issues

• J.D. from an accredited law school
• 3–6 years of compensation & benefits experience
• Strong background in:
  • Executive compensation
  • Equity compensation
  • Proxy disclosures
  • M&A and IPO compensation support
  • 280G and 409A analysis
• Excellent academic credentials
• Superior writing, oral communication, and analytical skills
• Strong client counseling and drafting abilities
• Admission in the applicable jurisdiction preferred

Base salary range: $260,000 – $390,000

Compensation will vary based on office, class year, experience, and overall fit.

The ideal attorney will be:

• Strong in executive compensation and public company work
• Comfortable with transaction-side benefits support
• Experienced with 280G and 409A technical issues
• Interested in high-level board and compensation committee matters
• Commercially minded and detail-oriented
• Looking for national platform sophistication

This is a highly attractive opportunity for a midlevel executive compensation associate seeking sophisticated deal flow, public company counseling, and strong national flexibility across major legal markets. The multi-office platform plus M&A/IPO crossover makes this especially compelling for associates looking to deepen both technical and transactional compensation expertise.