Executive Compensation and Employee Benefits TRANSACTIONAL

Lawyers with deep and broad experience counseling clients in every industry on the design of executive compensation arrangements and on general compensation and benefits issues.

In top management positions and at every level of employment, attracting, retaining and motivating the right personnel is a daily challenge. Legal counsel on compensation policies and practices can play a vital role in meeting this challenge in a manner that properly balances creativity and customization with best practices and ease of administration. Our practice covers the representation of employers, executives and benefits industry service providers in the areas of employee benefits, ERISA, executive compensation and international compensation. The capabilities of our team are strengthened by our colleagues throughout the firm, whether in defending employers against ERISA class actions or with regard to SEC disclosure considerations, or in structuring innovative retirement plan advisory product offerings on behalf of financial institutions, fund formation and securities industry clients.


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Null, Amy A.

Amy A. Null

+1 617 526 6541 (t)


Wethly, Kimberly B.

Kimberly B. Wethly

Chair, Tax Practice Group

+1 617 526 6481 (t)


Kilgore, R. Scott

R. Scott Kilgore


+1 202 663 6116 (t)


Null, Amy A.

Amy A. Null


+1 617 526 6541 (t)


Salhus, Knute J.

Knute J. Salhus


+1 212 230 8805 (t)


Wethly, Kimberly B.

Kimberly B. Wethly


+1 617 526 6481 (t)


Ritt, Roger M.

Roger M. Ritt

Senior Counsel

+1 617 526 6475 (t)


Baker, Ciara R.M.

Ciara R.M. Baker


+1 202 663 6747 (t)


Walsh, Meghan M.

Meghan M. Walsh


+1 617 526 6132 (t)


Kelly, Kathleen

Kathleen Kelly


+1 617 526 5159 (t)



On an ongoing basis, our attorneys:

  • provide guidance and assistance to public and private companies in drafting and implementing equity compensation plans and other nonqualified incentive compensation arrangements;
  • represent clients before the Internal Revenue Service, Securities and Exchange Commission, and Department of Labor in connection with their rank-and-file and executive benefit programs;
  • advise investment managers, broker-dealers, venture capitalists and other industry providers on compliance with ERISA; and
  • assist multinational companies in designing effective cross border compensation strategies.

A sampling of our representative clients includes:

  • Analog Devices
  • Bose
  • Danaher
  • Discovery Communications
  • PerkinElmer
  • Staples
  • State Street Corporation
  • Thermo Fisher Scientific

Publications & News


September 22, 2016

WilmerHale Reps Eleven Biotherapeutics in Acquisition of Viventia Bio

The acquisition creates a NASDAQ-listed company focused on the development of novel therapies based upon antibody fragments genetically fused to cytotoxic proteins, or targeted protein therapeutics, as new treatments in areas of oncology with significant unmet need.

August 10, 2016

WilmerHale Advises Orbitera in Acquisition by Google

The Google Cloud Platform team shares Orbitera's vision for seamless purchase and deployment of IT services across heterogeneous cloud infrastructure.

July 13, 2016

Civil Fines Jump Across Agencies Under Inflation Adjustment Act

Civil fines across federal agencies have recently been increased dramatically under the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 (2015 Act) (Sec. 701 of Public Law 114-74), with some more than doubling. Companies violating the Hart-Scott-Rodino (HSR) Improvements Act, the Securities and Exchange Act, or the Occupational Safety and Health Act (OSHA), among others, could soon face civil monetary penalties that are up to 150% higher than the existing levels. According to the Congressional Budget Office, the 2015 Act would increase the federal government's revenue by $1.3 billion over the next ten years.

June 22, 2016

The Legal 500 United States 2016 Recognizes 111 WilmerHale Lawyers Across 30 Practice Areas

The guide's rankings are based on a series of criteria, including client feedback, interviews with private practice lawyers, and its own research.

May 27, 2016

WilmerHale Lawyers and Practices Recognized in 2016 Edition of Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2016 edition, with WilmerHale ranking among the nation's best in 47 practice area categories. Chambers also ranked 82 WilmerHale lawyers as leaders in their respective fields.

November 20, 2015

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code and applied the limitation to CFOs of certain smaller public companies. Since the release of IRS Notice 2007-49, practitioners have understood that the deduction limitation applies only to compensation paid to a public company’s CEO and its three most highly compensated individuals (other than the CEO or CFO) and that, by a quirk of cross-referencing between the Code and the Securities and Exchange Commission’s (SEC) compensation disclosure rules, Section 162(m) does not apply to compensation paid to the company’s CFO, irrespective of the SEC reporting regime applicable to the public company. However, in a Chief Counsel Advice (CCA) legal memorandum issued on August 24, 2015 (and made publicly available in late October), the IRS concluded that the compensation paid to the principal financial officer of a “smaller reporting company” can, in certain circumstances, be subject to the deduction limitation of Section 162(m).

May 19, 2015

WilmerHale Practices, Lawyers Ranked Among Nation’s Best by Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2015 edition, with WilmerHale ranking among the nation's best in 46 practice area categories. Chambers also ranked 86 WilmerHale attorneys as leaders in their respective fields.

December 8, 2014

A Prescription for the New Massachusetts Sick Leave Law

On November 4, 2014, Massachusetts voters decisively approved a ballot question requiring employers to provide sick leave to employees, adding Massachusetts to a growing list of states (including Connecticut and California) and municipalities (including New York City, San Francisco and Seattle) requiring such leave.

November 4, 2014

U.S. News – Best Lawyers® Release 2015 “Best Law Firms” List, Names WilmerHale International Arbitration “Law Firm of the Year”

The 2015 U.S. News - Best Lawyers® "Best Law Firms" list includes WilmerHale being named a first-tier law firm in 24 national and 62 metro-area rankings. In addition, the firm boasts more than 20 second- and third-tier rankings in several national and metro-area rankings.

January 7, 2014

WilmerHale Represents Thermo Fisher Scientific in Transaction with GE Healthcare

Thermo Fisher has agreed to sell its cell culture (sera and media), gene modulation and magnetic beads businesses to GE Healthcare for approximately $1.06 billion.


  • Best Lawyers in America - Recognized nearly 100 partners, naming seven "Lawyer of the Year" in the 2016 edition of their peer-review publication, which includes the recognition of eight lawyers in our tax practice.
  • Chambers USA: America's Leading Lawyers for Business - Recognized our Massachusetts Employee Benefits and Executive Compensation Practice in 2010-2016, praising our group for the "corporate savvy of its attorneys" and calling out the services we provide to "clients seeking executive compensation advice during the early stages of company formation," stating that our team is "great at meeting and exceeding expectations," and is "seamless and integrated" and one "you can really depend on." WilmerHale has been similarly ranked in previous editions of Chambers USA.
  • Chambers USA: America's Leading Lawyers for Business - Individually recognized Amy Null, Kim Wethly (2010-2015) and Scott Kilgore (2010-2013) as leaders in the field for Employee Benefits and Executive Compensation.
  • Corporate Board Member - In 2014 and 2016, WilmerHale was named to Top National Corporate Law Firms list, a comprehensive ranking of the top 25 firms in the nation. Results are based on law firm surveys and feedback from thousands of directors and general counsels.
  • U.S. News - Best Lawyers® - In the 2010-2016 "Best Law Firms" rankings, our employment law practice was ranked in the first-tier in Boston and the third-tier nationally. In prior rankings, Kim Wethly was individually recognized for ERISA practice. The publication quotes a client as saying: "ERISA rules and regulations are very complex and fraught with traps for the unwary. WilmerHale and, in particular, Kimberly B. Wethly, an ERISA partner, is exceptionally talented in this area. Ms. Wethly and her colleagues are able to explain ERISA and its impact on our company in a clear and concise manner, which is not easy. Ms. Wethly and her colleagues are practical, highly responsive, and very efficient. I recommend WilmerHale and, in particular, Kim Wethly, highly and without reservation."
  • Washingtonian magazine - Named 18 WilmerHale attorneys to the "Best Lawyers" list in 2011, which includes the recognition of Scott Kilgore as a "Top Lawyer" for his executive compensation practice.