About Gabriel S. Marinaro

Gabe Marinaro helps clients on all aspects of employee benefits and executive compensation. He regularly counsels publicly traded and privately held companies, tax-exempt organizations and governmental entities on a variety of employee benefits and executive compensation matters. Gabe also advises multinational entities on executive compensation and equity compensation matters.

Practical, actionable advice for employers and executives

Gabe regularly advises both employers and executives on a wide range of executive compensation matters, including drafting employment agreements, drafting and advising on executive compensation disclosures (including Compensation Discussion and Analysis and tabular disclosures in proxy statements), equity compensation arrangements, severance agreements and bonus plans. He guides clients on nonqualified deferred compensation plans both for for-profit companies and tax-exempt clients. He also advises on compliance issues and retirement plan matters.

Gabe advises clients on benefits and compensation issues that arise in corporate transactions, including managing treatment of benefit plans and equity awards in various deal structures, advising on golden parachute requirements, and drafting and negotiating severance agreements, change in control agreements and retention bonus agreements.

Gabe assists with ERISA issues regarding eligibility for benefit plan investors to invest in hedge funds, asset-backed and mortgage-backed securities, private and public offerings and other investment vehicles. Gabe also assists plan sponsors and other fiduciaries with respect to their fiduciary obligations under ERISA and the prohibited transaction rules under ERISA and the Internal Revenue Code.

Gabe also advises clients on qualified plan compliance issues, including correcting operational and documentary failures. Gabe assists group health plan sponsors with their responsibilities under HIPAA, ERISA and other applicable laws and regularly negotiates contracts with third-party vendors.

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Practice Focus

  • Executive compensation, including equity compensation and deferred compensation and advising on Code Sections 83, 162(m), 280G, 409A, 457(f) and 457A
  • Advising on compensation and benefits issues arising in corporate transactions
  • ERISA issues relating to pension investments and private funds, including structuring for exceptions to holding plan assets under ERISA
  • Advising on HIPAA and other laws affecting group health plans

Publications