Employee Benefits and Compensation
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Wide-Ranging Expertise
We have extensive experience with employee equity award programs, qualified retirement plans, bonus programs, deferred compensation plans, severance and golden-parachute arrangements, fringe benefits, welfare plans, COBRA, employment agreements, and related corporate governance issues.
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Recognized Practitioners
Several of our attorneys have been recognized as leaders in their field by Chambers USA and other publications that rank practitioners.
Working closely with compensation committees and senior management on complex compensation and incentive issues, our attorneys have significant experience in a wide range of employee benefits and compensation matters. These include all facets of employee equity award programs designed for U.S. and international employees, qualified retirement plans, bonus programs, deferred compensation plans, severance and golden-parachute arrangements, fringe benefits, welfare plans, COBRA, employment agreements, and related corporate governance issues.
Overview
Working closely with compensation committees and senior management on complex compensation and incentive issues, our attorneys have significant experience in a wide range of employee benefits and compensation matters. These include all facets of employee equity award programs designed for U.S. and international employees, qualified retirement plans, bonus programs, deferred compensation plans, severance and golden-parachute arrangements, fringe benefits, welfare plans, COBRA, employment agreements, and related corporate governance issues.
Alerts
FAQs: UK Employee Equity Incentive Annual Reporting and EMI Notification Deadline Fast Approaching
Companies operating employee equity incentive arrangements in the UK, including companies incorporated or registered outside of the UK, are mandated to file an online annual return with HM Revenue & Customs (HMRC) no later than July 6, 2026. Failure to do so for required companies will lead to automatic penalties applying.
Client Highlights
Wilson Sonsini Advises Solidroad on $25 Million Series A Financing
On April 16, 2026, Solidroad, an AI-native quality assurance and training platform for enterprise customer experience teams, announced a $25 million Series A round led by Hedosophia, with continued participation from First Round Capital and Y Combinator. Wilson Sonsini Goodrich & Rosati advised Solidroad on the transaction.
Alerts
Reporting Season Alert: Five Key Considerations for Proxy Season
With the 2026 proxy season upon us, companies are finalizing annual meeting materials against a backdrop of shifting investor priorities, evolving engagement dynamics, and regulatory uncertainty. This alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2026 annual meetings.1 Below are five key considerations as you finalize preparations.
Alerts
Action Required: Share Transfers Pursuant to ISO Exercises and ESPP Purchases
Companies frequently grant incentive stock options (ISOs) or sponsor an employee stock purchase plan (ESPP) to provide tax-advantaged equity incentives to employees who are U.S. taxpayers. One aspect of the tax-advantaged nature of these programs is that the economic benefit transferred to employees in connection with a purchase of stock is generally not reportable as employment-based income in the year the stock is purchased and is, therefore, excluded from employee Form W-2s.
Alerts
ISS Releases 2026 Benchmark Policy Updates
On November 25, 2025, ISS Governance announced the release of its 2026 Benchmark Policy Updates, which will apply to shareholder meetings on or after February 1, 2026. Set forth below are key changes for U.S. companies. The full 2026 Benchmark Policy document and updated FAQs, which often provide additional details regarding the policy changes, are expected to be published and available on ISS’s website by mid-December.
Insights
Alerts
FAQs: UK Employee Equity Incentive Annual Reporting and EMI Notification Deadline Fast Approaching
Companies operating employee equity incentive arrangements in the UK, including companies incorporated or registered outside of the UK, are mandated to file an online annual return with HM Revenue & Customs (HMRC) no later than July 6, 2026. Failure to do so for required companies will lead to automatic penalties applying.
Client Highlights
Wilson Sonsini Advises Solidroad on $25 Million Series A Financing
On April 16, 2026, Solidroad, an AI-native quality assurance and training platform for enterprise customer experience teams, announced a $25 million Series A round led by Hedosophia, with continued participation from First Round Capital and Y Combinator. Wilson Sonsini Goodrich & Rosati advised Solidroad on the transaction.
Alerts
Reporting Season Alert: Five Key Considerations for Proxy Season
With the 2026 proxy season upon us, companies are finalizing annual meeting materials against a backdrop of shifting investor priorities, evolving engagement dynamics, and regulatory uncertainty. This alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2026 annual meetings.1 Below are five key considerations as you finalize preparations.
Alerts
Action Required: Share Transfers Pursuant to ISO Exercises and ESPP Purchases
Companies frequently grant incentive stock options (ISOs) or sponsor an employee stock purchase plan (ESPP) to provide tax-advantaged equity incentives to employees who are U.S. taxpayers. One aspect of the tax-advantaged nature of these programs is that the economic benefit transferred to employees in connection with a purchase of stock is generally not reportable as employment-based income in the year the stock is purchased and is, therefore, excluded from employee Form W-2s.
Alerts
ISS Releases 2026 Benchmark Policy Updates
On November 25, 2025, ISS Governance announced the release of its 2026 Benchmark Policy Updates, which will apply to shareholder meetings on or after February 1, 2026. Set forth below are key changes for U.S. companies. The full 2026 Benchmark Policy document and updated FAQs, which often provide additional details regarding the policy changes, are expected to be published and available on ISS’s website by mid-December.
WSGR Events
Coming to America Series: Hiring and Scaling a US Team: What U.K. Companies Need to Know When Expanding
Wilson Sonsini is pleased to invite you to a panel discussion in London designed specifically for UK-based companies planning to expand operations into the U.S. This session will provide a practical overview of the key operational, strategic, and legal considerations when hiring employees in the U.S. This workshop is ideal for founders, HR leaders, legal teams, and executives responsible for U.S. expansion strategy.
Speaking Engagements
Edge Summit 2025: Make Equity Work
Equity is tough to get right. On October 9th 2025, Ledgy will again bring together founders, operators, investors and advisors from Europe’s most innovative companies. Join us to for an insightful afternoon and learn how companies can make equity work, whether a private scaleup or publicly listed entity. Our speaker lineup includes leaders and equity experts from Wilson Sonsini, Klarna, and Index Ventures.
Affiliated Programs
A Conversation About Private Company Compensation
Wilson Sonsini and J.Thelander Consulting invite you to an in-depth compensation discussion followed by a networking reception. Wilson Sonsini partners Martin Luff and Fleur Benns – joined by Jody Thelander (Founder & CEO, J.Thelander Consulting) and Heather Preston (Senior Advisor, TPG) – will share real-time global compensation data, trends, and analysis for privately held life science and tech companies. We will examine all aspects of compensation and planning, as well as legal strategies covering your current and future needs, including:
WSGR Events
College for Clients Series: Employment Equity Fundamentals – Public Companies
To help our publicly held clients' in-house counsel, stock plan administrators, human resources and finance personnel, and any others involved in stock plan administration understand and manage their employee equity programs, we are hosting a seminar that will provide practical tips and materials on sound stock plan administration practices and equity compensation issues. This program will provide an overview of the fundamentals of equity compensation and a more detailed discussion of the legal considerations involved in stock administration and compliance.
Affiliated Programs
West Coast NextGen VC Forum
LaunchBio’s NextGen VC Forum is the premier event for venture capital professionals to deepen their knowledge of the life science and biotech sectors while building meaningful connections across the industry. The forum features expert led sessions that offer practical insights into evaluating, supporting, and scaling science-backed startups. Networking is built into the program to help participants expand their reach and grow their networks. Co-created with LaunchBio, the half-day forum includes a networking lunch, three interactive one-hour sessions, and a closing happy hour.
Speaking Engagements
NASPP Equity Compensation IPO Summit
On March 27, 2025, Wilson Sonsini partner David Thomas and General Counsel in Residence Katherine (Kiki) Haar will be speaking as part of NASPP Equity Compensation IPO Summit. Dave and Kiki will be speaking about “Securities Law Considerations" in an initial public offering. For more information on the conference and to register, please visit the event website.
Events
WSGR Events
Coming to America Series: Hiring and Scaling a US Team: What U.K. Companies Need to Know When Expanding
Wilson Sonsini is pleased to invite you to a panel discussion in London designed specifically for UK-based companies planning to expand operations into the U.S. This session will provide a practical overview of the key operational, strategic, and legal considerations when hiring employees in the U.S. This workshop is ideal for founders, HR leaders, legal teams, and executives responsible for U.S. expansion strategy.
Speaking Engagements
Edge Summit 2025: Make Equity Work
Equity is tough to get right. On October 9th 2025, Ledgy will again bring together founders, operators, investors and advisors from Europe’s most innovative companies. Join us to for an insightful afternoon and learn how companies can make equity work, whether a private scaleup or publicly listed entity. Our speaker lineup includes leaders and equity experts from Wilson Sonsini, Klarna, and Index Ventures.
Affiliated Programs
A Conversation About Private Company Compensation
Wilson Sonsini and J.Thelander Consulting invite you to an in-depth compensation discussion followed by a networking reception. Wilson Sonsini partners Martin Luff and Fleur Benns – joined by Jody Thelander (Founder & CEO, J.Thelander Consulting) and Heather Preston (Senior Advisor, TPG) – will share real-time global compensation data, trends, and analysis for privately held life science and tech companies. We will examine all aspects of compensation and planning, as well as legal strategies covering your current and future needs, including:
WSGR Events
College for Clients Series: Employment Equity Fundamentals – Public Companies
To help our publicly held clients' in-house counsel, stock plan administrators, human resources and finance personnel, and any others involved in stock plan administration understand and manage their employee equity programs, we are hosting a seminar that will provide practical tips and materials on sound stock plan administration practices and equity compensation issues. This program will provide an overview of the fundamentals of equity compensation and a more detailed discussion of the legal considerations involved in stock administration and compliance.
Affiliated Programs
West Coast NextGen VC Forum
LaunchBio’s NextGen VC Forum is the premier event for venture capital professionals to deepen their knowledge of the life science and biotech sectors while building meaningful connections across the industry. The forum features expert led sessions that offer practical insights into evaluating, supporting, and scaling science-backed startups. Networking is built into the program to help participants expand their reach and grow their networks. Co-created with LaunchBio, the half-day forum includes a networking lunch, three interactive one-hour sessions, and a closing happy hour.
Speaking Engagements
NASPP Equity Compensation IPO Summit
On March 27, 2025, Wilson Sonsini partner David Thomas and General Counsel in Residence Katherine (Kiki) Haar will be speaking as part of NASPP Equity Compensation IPO Summit. Dave and Kiki will be speaking about “Securities Law Considerations" in an initial public offering. For more information on the conference and to register, please visit the event website.
Fleur Benns
Partner
Fleur Benns is a partner in the London office of Wilson Sonsini Goodrich & Rosati, where she is a member of the firm’s employee benefits and compensation practice. Fleur has over 20 years of experience specializing in employee incentives and benefits, with a particular focus on the technology and life sciences sectors. She counsels on cross-border transactions and has extensive experience in advising on incentive arrangements in the context of both acquisitions and investments in the UK.
M. Madeleine Boshart
Partner
Madeleine focuses on all aspects of employee benefits and executive compensation.
Brandon Gantus
Partner
Brandon Gantus is a partner in the San Francisco office of Wilson Sonsini Goodrich & Rosati and a co-leader of the firm's employee benefits and compensation practice. His practice focuses on the representation of public and private companies in their compensation and employee benefits matters, with a particular emphasis on mergers and acquisitions and capital markets transactions.
Michael D. Klippert
Partner
Michael Klippert is a partner in Wilson Sonsini Goodrich & Rosati's employee benefits and compensation practice. Michael represents a wide range of public and private companies with respect to compensation and benefit matters, particularly within the technology, medical device manufacturing, and life science sectors.
Sriram Krishnamurthy
Partner
Sriram Krishnamurthy is a partner in the New York office of Wilson Sonsini Goodrich & Rosati and a co-leader of the firm's employee benefits and compensation practice. His practice focuses on the representation of private and public high-technology and growth companies in regard to executive compensation and employee benefits matters, with a particular emphasis on private company secondary liquidity transactions, mergers and acquisitions, and capital markets transactions.
Matthew C. Norgard
Partner
Matthew Norgard is a partner in the New York office of Wilson Sonsini Goodrich & Rosati, where he practices employee benefits and compensation law, focusing on the representation of private and public high technology and growth companies. As part of his practice, Matthew advises U.S. and international clients on the design, drafting, and administration of equity-based compensation programs (including stock option, restricted stock, and other equity arrangements); employment, consulting, retention, severance, change in control, and deferred compensation arrangements; and the associated tax (including Section 409A), accounting, ERISA, and securities law implications.
Megan Arthur Schilling
Partner
Megan Arthur Schilling is a partner in the San Diego office of Wilson Sonsini Goodrich & Rosati with more than 15 years of experience advising on sophisticated multidisciplinary executive compensation, benefits, and corporate governance matters. Her clients include a broad range of public and private companies, from large-cap, widely known multinationals to small emerging growth companies and individual executives.
David S. Thomas
Partner
For more than 20 years, Dave has provided legal and practical guidance on compensation and benefits issues to companies of all sizes.
Jaqueline Tokuda
Partner
Jaqueline focuses on the representation of public and private companies and individuals in executive compensation and employee benefits matters.
Michelle Wallin
Partner
Michelle advises companies on executive compensation and employee benefits matters.
People
Fleur Benns
Partner
Fleur Benns is a partner in the London office of Wilson Sonsini Goodrich & Rosati, where she is a member of the firm’s employee benefits and compensation practice. Fleur has over 20 years of experience specializing in employee incentives and benefits, with a particular focus on the technology and life sciences sectors. She counsels on cross-border transactions and has extensive experience in advising on incentive arrangements in the context of both acquisitions and investments in the UK.
M. Madeleine Boshart
Partner
Madeleine focuses on all aspects of employee benefits and executive compensation.
Brandon Gantus
Partner
Brandon Gantus is a partner in the San Francisco office of Wilson Sonsini Goodrich & Rosati and a co-leader of the firm's employee benefits and compensation practice. His practice focuses on the representation of public and private companies in their compensation and employee benefits matters, with a particular emphasis on mergers and acquisitions and capital markets transactions.
Michael D. Klippert
Partner
Michael Klippert is a partner in Wilson Sonsini Goodrich & Rosati's employee benefits and compensation practice. Michael represents a wide range of public and private companies with respect to compensation and benefit matters, particularly within the technology, medical device manufacturing, and life science sectors.
Sriram Krishnamurthy
Partner
Sriram Krishnamurthy is a partner in the New York office of Wilson Sonsini Goodrich & Rosati and a co-leader of the firm's employee benefits and compensation practice. His practice focuses on the representation of private and public high-technology and growth companies in regard to executive compensation and employee benefits matters, with a particular emphasis on private company secondary liquidity transactions, mergers and acquisitions, and capital markets transactions.
Matthew C. Norgard
Partner
Matthew Norgard is a partner in the New York office of Wilson Sonsini Goodrich & Rosati, where he practices employee benefits and compensation law, focusing on the representation of private and public high technology and growth companies. As part of his practice, Matthew advises U.S. and international clients on the design, drafting, and administration of equity-based compensation programs (including stock option, restricted stock, and other equity arrangements); employment, consulting, retention, severance, change in control, and deferred compensation arrangements; and the associated tax (including Section 409A), accounting, ERISA, and securities law implications.
Megan Arthur Schilling
Partner
Megan Arthur Schilling is a partner in the San Diego office of Wilson Sonsini Goodrich & Rosati with more than 15 years of experience advising on sophisticated multidisciplinary executive compensation, benefits, and corporate governance matters. Her clients include a broad range of public and private companies, from large-cap, widely known multinationals to small emerging growth companies and individual executives.
David S. Thomas
Partner
For more than 20 years, Dave has provided legal and practical guidance on compensation and benefits issues to companies of all sizes.
Jaqueline Tokuda
Partner
Jaqueline focuses on the representation of public and private companies and individuals in executive compensation and employee benefits matters.
Michelle Wallin
Partner
Michelle advises companies on executive compensation and employee benefits matters.
Related Practices
Recent Insights
Alerts
FAQs: UK Employee Equity Incentive Annual Reporting and EMI Notification Deadline Fast Approaching
Companies operating employee equity incentive arrangements in the UK, including companies incorporated or registered outside of the UK, are mandated to file an online annual return with HM Revenue & Customs (HMRC) no later than July 6, 2026. Failure to do so for required companies will lead to automatic penalties applying.
Learn More
Client Highlights
Wilson Sonsini Advises Solidroad on $25 Million Series A Financing
On April 16, 2026, Solidroad, an AI-native quality assurance and training platform for enterprise customer experience teams, announced a $25 million Series A round led by Hedosophia, with continued participation from First Round Capital and Y Combinator. Wilson Sonsini Goodrich & Rosati advised Solidroad on the transaction.
Learn More
Recent Events
WSGR Events
Coming to America Series: Hiring and Scaling a US Team: What U.K. Companies Need to Know When Expanding
Wilson Sonsini is pleased to invite you to a panel discussion in London designed specifically for UK-based companies planning to expand operations into the U.S. This session will provide a practical overview of the key operational, strategic, and legal considerations when hiring employees in the U.S. This workshop is ideal for founders, HR leaders, legal teams, and executives responsible for U.S. expansion strategy.
Learn More
Speaking Engagements
Edge Summit 2025: Make Equity Work
Equity is tough to get right. On October 9th 2025, Ledgy will again bring together founders, operators, investors and advisors from Europe’s most innovative companies. Join us to for an insightful afternoon and learn how companies can make equity work, whether a private scaleup or publicly listed entity. Our speaker lineup includes leaders and equity experts from Wilson Sonsini, Klarna, and Index Ventures.
Learn More
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