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Steve focuses his practice on executive compensation and employee benefits matters. He advises&nbsp;private equity and venture capital investors, companies, founders, executives, family offices, and corporate legal and HR teams on the full spectrum of executive compensation and employee benefits matters.&nbsp;&nbsp;&nbsp;

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With&nbsp;nearly two&nbsp;decades of experience, Steve brings practical, business-focused counsel to transformative transactions and ongoing&nbsp;compliance&nbsp;matters across diverse industries.&nbsp;His practice spans M&amp;A compensation and benefits workstreams, executive compensation design and documentation, equity and synthetic equity incentive programs, ERISA fiduciary governance, qualified and nonqualified retirement plan&nbsp;and health and welfare plan design and compliance.&nbsp;&nbsp;

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Advising on Transformative Transactions

Steve regularly advises strategic and private equity buyers and sellers on all aspects of executive compensation and employee benefits in M&amp;A transactions, joint venture,&nbsp;restructuring&nbsp;and&nbsp;financings&nbsp;across diverse industries. His work includes conducting comprehensive diligence of target company benefit plans and compensation arrangements, drafting and negotiating purchase agreement representations, warranties, covenants, and indemnifications, analyzing golden parachute excise tax exposure under Section 280G, structuring the treatment of equity compensation&nbsp;and benefit plans&nbsp;and supporting post-closing integration of benefit plans and compensatory arrangements.&nbsp;

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Design &amp; Administration of Equity Incentive Programs

Steve designs and&nbsp;implements&nbsp;comprehensive equity and synthetic equity incentive programs for corporations, limited liability companies, partnerships, family offices, and corporate venture capital. His work spans stock options&nbsp;and appreciation rights, restricted stock awards, RSUs, phantom equity, profits interests,&nbsp;and&nbsp;carried interest&nbsp;balancing&nbsp;tax, securities, and economic considerations.&nbsp;Steve also structures bespoke compensation arrangements for investment professionals and back-office personnel, and advises on Section 409A compliance, Section 83 implications, and equity award modifications and repricings, including&nbsp;in connection with corporate restructurings.&nbsp;

Guiding ERISA Fiduciaries Through Governance &amp; Risk Management

Steve serves as a trusted advisor to boards, investment committees, plan&nbsp;sponsors&nbsp;and HR professionals&nbsp;navigating their ERISA fiduciary responsibilities. He&nbsp;assists&nbsp;clients in&nbsp;establishing&nbsp;and administering oversight committees, preparing committee charters, investment policy statements,&nbsp;procedural&nbsp;safeguards,&nbsp;and&nbsp;trainings.&nbsp;He also&nbsp;frequently&nbsp;advises on prohibited transaction rules and claims procedure&nbsp;requirements and&nbsp;helps clients evaluate&nbsp;and negotiate&nbsp;vendor agreements.&nbsp;

Design &amp; Administration of Health &amp; Welfare Plans

Steve advises employers on the design, implementation, and administration of health and welfare benefit programs,&nbsp;including medical, dental, vision, life insurance, disability,&nbsp;and tax-advantaged plans.&nbsp;He counsels on ACA compliance,&nbsp;and advises on&nbsp;requirements under HIPAA, COBRA, ERISA, and the Internal Revenue Code. Steve also&nbsp;helps employers&nbsp;transition&nbsp;from PEO-sponsored and fully insured health plans to&nbsp;self-insured arrangements, including&nbsp;negotiating&nbsp;vendor agreements&nbsp;and&nbsp;establishing governance frameworks. Steve also&nbsp;advises on MEWA implications, including those&nbsp;arising in the context of M&amp;A transactions.&nbsp;

Design &amp; Administration of Qualified &amp; Nonqualified Plans

Steve guides&nbsp;employers&nbsp;through the full lifecycle of qualified and nonqualified retirement plans — from initial design and implementation through administration&nbsp;and&nbsp;termination. He&nbsp;advises&nbsp;on 401(k) and defined benefit plan design, nondiscrimination testing, plan corrections, and&nbsp;corporate transaction&nbsp;related chages.&nbsp;He also&nbsp;structures deferred compensation arrangements, supplemental executive retirement plans (SERPs), and top-hat plans,&nbsp;and&nbsp;advises&nbsp;on Section 409A compliance&nbsp;and&nbsp;ERISA&nbsp;compliance. Steve also advises&nbsp;on&nbsp;pension de-risking strategies,&nbsp;including plan freezes, lump-sum windows, annuity placements,&nbsp;and&nbsp;terminations,&nbsp;and&nbsp;counsels on multiemployer pension plan obligations.&nbsp;He also&nbsp;represents employers in DOL, IRS, and PBGC&nbsp;audits and investigations.&nbsp;&nbsp;

Executive Compensation &amp; Management Representations

Steve&nbsp;counsels&nbsp;management teams, executives, and key employees on compensation and benefits matters arising in connection with private equity and strategic transactions — including negotiating employment agreements, severance arrangements, transaction and retention bonuses, and equity rollover terms&nbsp;in the context of M&amp;A transactions. He&nbsp;also&nbsp;advises on the structuring of&nbsp;management carve-out plans and&nbsp;change-in-control arrangements to satisfy Section 409A requirements.&nbsp;&nbsp;&nbsp;

Steve Flores

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