Carrie Byrnes Photo

Carrie E. Byrnes

Co-Chair, Diversity, Equity & Inclusion Committee


Carrie crafts practical solutions to complex problems without overlooking technical details—guiding employers through the development, implementation and administration of compensation and benefits strategies designed to engage talent and enhance top line growth while managing bottom line expenditures and compliance. 

With nearly 20 years of experience practicing law, and previous roles as both in-house counsel and a human resources leader, Carrie has been engaged in all aspects of human capital and talent management. These experiences provide Carrie a unique and holistic understanding of the demands of the modern workforce. Carrie understands how to navigate tax considerations and compliance concerns, without losing sight of the employee experience as well as administrative complexity.


Carrie’s practice focuses exclusively on employee benefits and executive compensation law, primarily representing employers – large and small, public and private, for-profit and tax-exempt. In her practice, Carrie handles a wide variety of matters, including:

  • Assisting clients with tax considerations and issues surrounding the drafting and administration of incentive plans, deferred compensation plans, and equity and equity-based compensation arrangements – including options, restricted stock, RSUs, phantom shares, SARs, and profits interests.
  • Advising on the gamut of retirement plans (including 401(k) plans, 403(b) and 457 plans, pension plans and cash balance plans), IRAs, and nonqualified retirement plans (including excess benefit SERPs and other "top hat" plans).
  • Drafting and advising on compliance issues associated with employment, bonus, separation/severance, consulting and professional employer organization (PEO) agreements.
  • Ensuring compliance with evolving health care reform laws and assisting clients with all other aspects of health and welfare plan compliance, including advising on COVID-19 era legislation, privacy and security issues regulated under HIPAA, continuation coverage issues under COBRA (and COBRA subsidies), and wellness program compliance (including under HIPAA, the ACA, GINA, and the ADA).
  • Advising on compliance with ERISA and other laws governing the benefits terrain, helping clients avoid costly disputes and lawsuits that are all too common in the current legal landscape.
  • Performing fiduciary audits to proactively avoid missteps and ensure compliance with benefit plan documentation and operation on all fronts: retirement, health and welfare, and nonqualified.
  • Counseling clients on the investment of employee benefit plan assets, including the application of ERISA’s fiduciary and prohibited transaction provisions to such investments.

In the M&A context, Carrie frequently leads teams conducting due diligence, assists in preparation of documentation with respect to, and helps design strategies for the successful integration of, employees and employee benefit plans, while avoiding potential missteps under complicated tax laws, such as 280G and 162(m).

Over the years, Carrie has successfully represented clients facing government scrutiny and benefits-related lawsuits. More specifically, she has provided representation in connection with IRS, DOL, and PBGC audits of employee benefit plans, securing amnesty under a variety of compliance programs (including EPCRS and VFCP). She has also counseled clients in the defense of ERISA litigation matters dealing with claims for benefits, preemption, and breach of fiduciary duties.

Carrie’s practice is enhanced by her time as the lead Chicago benefits partner in an Am Law 100 firm, her service as the first General Counsel at a venture capital firm, and her experience as a human resources executive. Before becoming a lawyer, Carrie worked for the U.S. Department of Labor Employee Benefits Security Administration, focusing on fiduciary correction matters. Carrie served as a long-time adjunct faculty member teaching employee benefits in a Masters of Laws program; she is also a frequent speaker on employee benefits matters and has published numerous articles in the field. 

Within the Firm, Carrie has served in a variety of leadership roles, including chairing the Women’s Development Group and launching and leading the Parents & Caregivers network before assuming the role as Co-Chair of the Diversity, Equity & Inclusion Committee. 


Implementing Compensation & Benefits Structures

As in-house counsel at a venture capital start-up – headed up by a former Fortune 150 CEO – that also served as a business accelerator and consultancy, Carrie gathered feedback from internal and external stakeholders before developing and implementing a compensation and benefits structure designed to incentivize the desired outcomes from a varied group of contributors in an emerging business.

Carrie translated her experience from advising clients on the design and rollout of benefits to do the same in her own organization. To this day, Carrie regularly advises both emerging organizations and those with new challenges (such as incentivizing a remote workforce in a pandemic environment) to develop benefits and compensation strategies that address their unique needs and trajectory.

Coordinating Global Retention Bonus Rollout

Carrie has led teams of global counsel (in more than 20 countries) to institute global performance incentive and retention bonus programs. In this capacity, Carrie navigates applicable tax (including 409A and 457A), labor, and securities laws, and advises clients on how to institute the advice of local counsel in a manner reflective of the overall corporate objective.

Protecting ESOP Fiduciaries

Following an acquisition, a privately held company was audited by the Department of Labor and faced alleged federal law violations, including a failure of ESOP fiduciaries to appropriately invest in company stock. After two years of intense negotiations, Carrie secured a result that involved no further contribution or payment of penalties by the company or its fiduciaries. 

Advising on M&A Integration Strategies

Corporate transactions require special care and attention for not just the executives, but also for the rank-and-file employees and their benefits schemes. Throughout her years in practice, Carrie has regularly worked with employers on integration strategies that achieve stability for impacted employees as well as efficiencies and cost-savings for employers. In a recent series of three related business unit dispositions, Carrie advocated for seamless transition for the workforce, which required complex negotiations surrounding disability benefits and HIPAA issues.

Pension De-Risking Implementation

Carrie has assisted nearly a dozen employers in the implementation of pension de-risking strategies – including lump sum windows, pension risk transfers, and plan terminations. These complex projects require adherence to tight timelines and collaboration with plan actuaries, in-house counsel, and finance and human resources team members.

Defending 401(k) Fiduciaries from Excessive Fee Challenges

Carrie served on trial teams defending employers and fiduciaries against ERISA class actions alleging various breaches of fiduciary duties and prohibited transactions. Carrie’s work on this progeny of cases provides her with a thorough understanding of 401(k) best practices – ranging from record-keeper and other service provider selection and retention to investment fund selection, monitoring, and disclosures.

Honors & Recognitions

  • Top 10 Influential Illinois Lawyers Shaping Employee Benefits & Executive Compensation, Business Today News, 2023
  • Leading Employee Benefits & Executive Compensation Lawyer, Chambers USA, 2022
  • “Rising Stars," Illinois Super Lawyers, 2014-2021
  • Scott Solberg Pro Bono Award, 2010

Professional Activities

  • Director, Women’s Bar Foundation
  • VP of Fundraising, Women’s Bar Foundation
  • Chair, Michael Best's Women's Development Group
  • Member, American Bar Association
  • Member, Chicago Bar Association
  • Member, Joint Committee on Employee Benefits, American Bar Association
  • Adjunct Faculty; Alumni Liaison, University of Illinois Chicago Law School (formerly The John Marshall Law School) Center for Tax Law & Employee Benefits
  • Member, Women in Pensions Network
  • Member, Women Investment Professionals
  • Member, Lesbian and Gay Bar Association of Chicago
  • Champion, Braven


Bar Admissions

Community Involvement

  • Member, Capital Strategies Women Forum
  • QDRO Review Panel, Metropolitan Family Services Legal Aid Society
  • Braven, Champion



Bar Admissions

Community Involvement

  • Member, Capital Strategies Women Forum
  • QDRO Review Panel, Metropolitan Family Services Legal Aid Society
  • Braven, Champion
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