Executive Employment and Compensation: An Insider's View
- October 15, 2021
- Leadership
Anita Brick: Hi, this is Anita Brick and welcome to CareerCast at Chicago Booth. To help you advance in your career. Today we're delighted to be speaking with Adam Greetis. And he is a lawyer and partner of Employer Benefits at Seyfarth. Adam, you are just a vast store of knowledge. So I can't even begin to tell you how excited I am.
I know that your focus is practical, it's actionable, and it is concise. And the solutions to both compensation and benefits and legal issues have become more and more prominent. And I think, I'd love to get, before we jump into questions, your thought about this, it seems to be me that the things that you've dealt with are the things that you've emphasized over the years with very, very senior executives, with the complexity of compensation has now filtered down to much lower levels.
Adam J. Greetis: No question about it. You know, our corporate clients are handing down employment agreements further into the organization. Equity is kind of trading into more rank and file folks. So the equity issues that I deal with are impacting lower and lower levels. Long-term incentives are being provided to a wider group. So, you know, when those used to be C-suite sorts of compensation benefit arrangements are being provided to a wider group, no question about it.
Anita Brick: Actually, this is a good starting question. So an MBA student asked about this: “I will admit that I'm rather new to this. I recently received an offer that seems okay to me, but I've been told that I should negotiate something. When individuals request something additional, what research would you advise someone to do to know what is standard in a company at a specific role or level?” I think that's a tough thing. What research would you advise someone to do?
Adam J. Greetis: There's a few different ways to tackle that. It's a little bit more art than science. Every organization compensates people in a different way. So unless you've got sort of an inside source, whatever, sort of, you know, market research you're doing, if you will, is only going to take you so far. But there's still a few things you can do.
You know, of course, asking around and asking your network. Of course, if you know somebody who's in your organization getting a feel for that and be a source. You know, another good source–and I talk to these kinds of folks all the time in my practice–are, you know, compensation consultants who evaluate and measure pay, you know, on a quantitative basis and compile surveys in real time. You know, they love to network and share what they know. And that's always a great resource, you know, a compensation consultant. Some of their reports are publicly available, right? If you Google compensation surveys, depending on what kind of organization you're working in and what level, you may be able to find some interesting market data.
That's all sort of external stuff. I think what's also really important to reflect on is what you want and what do you need. This really goes into and, Anita, when we start talking about kind of how to negotiate these things, there is a number that you need and you want and you should be comfortable talking about that. And, you know, that's unconnected to the marketplace, if you will, and market data, if you're moving from one organization to another and your lifestyle and your cash flow is built around a particular floor, right, of a base salary and bonus, that's something you should be comfortable sharing. And presumably you're looking for something a little bit more moving to a new organization. You know, that's always an important number.
I wouldn't get too hung up on making sure you're paid similar to your peers within an organization. That's almost unknowable, and I'm not sure it's all that useful. I understand wanting to be in a situation where like cases are treated alike, and you want to be a part of an organization that's treating everyone fairly and hopefully you're getting a sense for that when you're moving into that new organization. You're really not going to know if the person next to you is got a higher target bonus, or if they came in at, you know, a materially higher base salary. So it's a couple of things. It's doing some networking, talking to consultants, asking around, but then also reflecting on what you need.\
Anita Brick: Makes sense. So another student, she said: “I received an offer with a large multinational for a role that has multifaceted performance components linked to overall compensation. Well, some of these are under my control, largely. Others require investment from executive leadership, which is yet to be approved. How would you advise someone to build in a caveat that protects me, should that investment be delayed or never happen?”
Adam J. Greetis: So great question, complicated question, but good one. And let me sort of step out of the complexity for a minute and talk about your relative power to negotiate these things and ask for certain protections with these kinds of compensation arrangements. In my practice, and in 95% of the time, I'm advising businesses, corporate clients on how to structure benefits and executive compensation arrangements. So I'm drafting these long term incentive plans. I'm drafting option agreements and equity compensation plans, and I'm drafting employment agreements on behalf of the employer and then negotiating those to an executive who's coming into our client. And, you know, maybe working with the attorney who is working with the executive. You know, how I came to you, Anita, and to CareerCast, for that matter, as friends and colleagues and neighbors started to learn what I do, you know, they started asking me questions like this, right?
Like, hey, Adam, I know you're usually on the other side table, but you know, what should I do here? I've got this. And, you know, how do I think through it? And what are the questions to ask? You know, and I always got a kick out of doing that. I give all that because I know what protections the employer has when we're drafting these long term incentive plans, almost without exception. You know, these long term performance based bonus plans really give the employer about as wide a discretion as they can to pay these or to not or to make adjustments, or to make a determination that a performance metric has been met. To change the metrics if things change. Think back on 2020, back in February and March when the pandemic hit and everybody really had no idea what was going to happen, a lot of companies looked at their plans and said, how do we readjust these performance metrics? And they pretty much could at their sole discretion.
So getting back to the question now, there are some limitations to that because these can be viewed as contracts. And if I as the employer say to you employee, you executive, if you do these things, I will provide this to you. That's a contract. What kinds of protection can an executive ask for when some of these conditions might never happen?
What I would say is, and this may be oversimplifying it, but if you recognize that something like that is there, an investment from a senior executive is required for this long term incentive, for this material piece of your compensation to happen. If there's this condition out there, it may not be fulfilled. You know, if you're considering an offer and you say, look, I'm accepting this in reliance on this long term incentive, and I need some assurance that this is going to happen.
This is all part of the negotiating process, right? And there are ways to do that. There are ways to guarantee, you know, a certain floor for a bonus. There are ways to allow you the opportunity to discuss the performance metrics that are in there, right. When I'm representing executives, I'll say, give yourself a seat at the table when you're setting the performance metrics, and you can build that into an agreement.
You know, my advice to this person is if you've identified the possibility that this long term incentive comp is not going to be provided because this condition can't be met, raise your hand and point that out. Ask the employer to say, what can you do for me here. I see that there's a gap. There's a possibility this won't happen. It's material to me. What can you do? And kind of let them respond.
Anita Brick: I like that, I think that's good. You know, another side of this was from an alum and he said: “From the research I've done, a bigger and bigger part of executive compensation is connected to long term performance.” Okay. We know that. Not a surprise. “That said, companies, especially public ones, are strongly influenced by short term pressures from Wall Street. What are a couple of things I should consider in structuring compensation and my employment agreement, given that I'm being judged and valued and compensated for the long term when the company is pressured by the short term?”
Adam J. Greetis: Well, if that's a, that's a tricky question.
Anita Brick: It is.
Adam J. Greetis: What I would say is a good public company will be able to manage those short term pressures with the long term target in mind, right? Even though there are quarterly results to meet and there are earnings expectations four times a year, and there's pressure with the public looking out at those folks and what they're saying and how they're communicating four times a year. They still have to perform over the long term. And so a good public company is going to be able to strike that balance. A good public company is going to be rewarding its executive team with long term incentives. And, you know, there are going to be long term performance metrics built into those awards, even though there may be these short term pressures which may be distorting executive or even company behavior in the short term. You know, you're going to lose your executive team, you're going to lose your business, if you don't remember that there are significant material, long term performance measures that need to be met, you know, not just for the compensation, but for the organization itself.
You know, in terms of, you know, sort of looking at your employment package and the compensation awards, what I would say is zero in really sharply on what those performance metrics are. You know, they could be anything. It could be, you know, growth in the stock price. It could be, you know, net income growth. The sky's the limit. Zeroing in and looking at those and thinking about them, reflecting on whether they're appropriate, looking at the metrics and deciding whether they're achievable or not, and looking at then what the organization has done on that on a quarterly basis or on a more short term basis.
Are these short term pressures something they can manage, and are they going to be able to to meet those long term performance metrics that are in these compensation awards? You should be able to do that. Like you should be able to say, you know, they're doing these things to meet these earnings estimates. But over the long period of time, the stock price has increased. Our net income has grown over this period. Even though, you know, they've had to jump through these hoops, being a public company.
Anita Brick: Makes sense. So another alum asked the question: “As I think of terms and conditions of leaving a company other than non-compete related clauses and having to purchase your equity, depending on how that was provided as compensation. Are there a couple of things that maybe I'm overlooking? I'm worried that the details could get me in trouble if I missed them.”
Adam J. Greetis: Okay, so the terms and conditions as you're heading out the door. We've taken off the two big ones. Non-compete. That's a huge one. And then what do you do with the equity that you own? If you own any or equity awards that you hold as you're terming. So this person took those off the table. So we don't have to explore those. But those are probably the two most material ones. You know, some people lump all forms of restrictive covenants into the umbrella of non-compete. I'll have friends and colleagues and neighbors send me a quote unquote non-compete agreement. It's not even really a non-compete. It's a non solicitation agreement or a confidentiality agreement, or it's an IP protection agreement. And there's really no restriction on competition. There oftentimes is. But folks use these terms interchangeably. So let me just spend a couple of minutes talking about that because you know some of these restrictive covenants are things that do apply after you leave.
You know, again taking non-compete off the table, the other category of restrictive covenant that you see, you know, is a non solicitation agreement. And that usually restricts a person from reaching back into the organization and doing two things. One, taking employees and saying, hey, you know, I found a new place. You should come join me, be a part of my team or customers and saying, you know, hey, you know, we worked together. We were supplying you product X, I met a new organization that makes a better product X, you know, why don't you come on over here? And that's a form of competition. But right when you're soliciting customers it's really non solicitation. You know, if you were subject to those kinds of restrictions, that has to be in writing. And that has to be pretty apparent. It's not as though that's going to be, you know, something you didn't think about.
What I would say, though, is make sure you read everything that you signed. You know, you may have looked at it and reflected on it when you signed the agreement at the beginning of that work relationship. It's not something obviously that comes up or you think about like an annual bonus would or a long term incentive award. It's, you know, it's at the tail end of the relationship. Pick up those agreements and those documents that you signed and look at them and read them and think about them. And if you're unsure about what they are asking of you, you do need to have somebody take a look at them and give you some advice. So non solicitation could be one of them.
Sounds sort of silly but you know returning property if you've got a laptop if you've got hardware and if your employer has given you property undoubtedly they're going to ask you to return that stuff. And we have lots of corporate clients that get very bent out of shape when that stuff doesn't come. And they'll go looking for it. So you don't want to get sideways with that. And then broadly, your restrictions on talking about things. There's almost certainly a confidentiality requirement somewhere among those documents and somewhere among those policies that you were subject to. What are the things that you can't talk about? You know, certainly trade secrets are going to be one of those things. If you signed a confidentiality agreement that covers things even more broadly than just trade secrets, you know, you need to be aware of those things. Again, we have corporate clients that if they hear if they find out that terminated executives are out in the marketplace talking about things that they shouldn't be talking about, they'll go after them, you know, we have a whole group of lawyers who do just that kind of work.
It's hard to find out if somebody is doing that, because word has to leak and has to get back to the company, and people get online and they talk, you know, pretty openly. And a lot of people forget once they walk away from the organization, they forget they can't say certain things. You need to be cognizant of that. The best thing to do is to review all that stuff you sign, review the policies and familiarize yourself with what you said you would do and what you said you wouldn't do after it's all over.
Anita Brick: Okay, so the two related questions that really have to do with the exit and severance. One person said: “You know, I am in a new role and one below C-suite for the very first time. And I've been told that I should bake in a severance into the employment agreement. But it feels awkward to me.” So we'll start there. And then the other side is someone who didn't do that. So how do you bring up severance without making it sound like you have a foot out the door?
Adam J. Greetis: That's pretty easy. It is absolutely customary to have some sort of severance protection for a senior-level executive. Therefore raising it as an issue if it's not apparent from the materials you've been given is not awkward. It's customary. It happens all the time. No one that I've ever worked with would ever think that somebody is putting one foot out the door by looking at these materials and saying, hey, I notice there's no severance protection here. Do you offer any? And starting the conversation that way. Just say, hey, you know, I'm at a pretty senior level. I know it's pretty customary for there to be some kind of severance protection in the event that I'm terminated in unfavorable situation. What, if anything, can you do for me? You'll notice that when I've given these sorts of statements that can be said, you'll notice I'm leaving them open ended. You know your basic negotiation, right? Let the employer take that step. And they could say, we offer none. That's just something you'll have to understand. And if it's material to you, you know, maybe you walk away from the opportunity. Ordinarily you wouldn't. Or they do provide something to senior executives. To directly answer that question, it is absolutely not giving the impression that you've got one foot out the door. Just simply asking about what the severance protection is for someone at that level.
Anita Brick: Makes sense. So here's someone who didn't do that: “Hi Adam. Looking back, I clearly should have reached out to you three years ago when I signed my employment agreement. I have been in the senior role and a new CEO is hired by the board to shake things up, and they asked me to leave. I didn't have anything specific about an exit, and now I'm being offered the standard that would be offered to everyone, which is two weeks per year of tenure. And this clearly isn't enough at my level. Is there anything I can do at this point?” That's very tough.
Adam J. Greetis: It is tough. It's easy and it's hard. It's hard because you're in a difficult situation. But what you can do is very easy. Whether you get what you're asking for is a different question. But what you can do is you can raise your hand and simply say, this is not enough. Let me take a step back and I'll get back to that point.
What a lot of people don't realize is that employers almost universally in consideration for providing severance, will ask the employee to sign a release. You know, it may be in the form of a robust separation agreement that talks about a lot of things. You know, you're dealing with the equity and maybe there's a consulting arrangement going on. You know, for a very senior person who's exiting, there may be lots of moving parts to a separation agreement.
And the release, the release of claims is only a part of it. Other times, for rank and file employees who are just leaving and getting severance, they may be asked to sign just a couple-page release. But what that release does is it prevents the employee from bringing any employment claims after they sign it. That's incredibly valuable to an employer to allow an employer to know that an employee is not going to come back and complain about anything, or sue or raise any claims.
This is actually very, very valuable. And they want that piece of paper. Your negotiating position as someone who's leaving is actually probably considerably stronger than you realize. And so if you can say to an employer, hey, look, I'm not signing this, this package you're offering me is not adequate. I'm not going to sign it. They're going to listen. They're going to at least listen to you. What I would say is there's a legal piece to what you can say, and there's a business sort of practical thing that you can say. Some people in some situations, sometimes really do have a hard time finding a new role. Right? Like if you're a very senior person in a particular industry with a particular background, it could be 12, 18 months, 24 months, realistically, before you're going to be able to find a new role. It's certainly reasonable to point that out to the organization and say, look, you know, you're offering me six weeks of pay, but you and I both know I'm going to be on the beach for 18 months before I can land. And then, you know, I've got all these obligations. I need something more substantial than what you're offering. And they'll know.
Other people are in such demand that they're going to get three offers on the way out the door. You know, the employer is going to know that, and they're just going to say, no. You and I both know you're going to get a lot of pretty nice opportunities. And so no, we don't need to provide any severance. You're going to have some sense for that. The legal piece to this is remember what I said about what the release does. The release says I the executive will not bring any claims against the employer. Now, you may actually have claims. You may have actually complained about certain things if you are in a protected category, if you are a particular race, if you are a woman, if you are a particular nationality, you at least felt you were discriminated against on the basis of that protected category.
All of a sudden, the value of that release–and let's say you complained about it to human resources. So there's a track record of you identifying these problems. The value of that release is incredibly high to the employer. What you may be able to do is drive a hard bargain, right. Like mention that. Say, hey, you know, this is not fair. You're offering me three weeks of severance pay in exchange for this release. And, you know, I don't feel like I was treated very well. And I talked about this. That's pretty narrow situation. It doesn't happen very often, luckily, for everybody involved. You know, that's something to keep in mind. There are claims that you're making and that's something you can negotiate.
One thing I do tell everyone in these situations, in this situation, when you're going into, you know, a new organization and you're looking at a comp and benefit package is to identify what it is you want and don't be afraid to ask for it.
Anita Brick: Absolutely. No, you're absolutely right. And, you know, I think that in larger companies that are more established, the most things are more standard than in an early stage company. One alum said: “If we are joining an organization pre-series A, any insights other than the fact that you might have fast win or loss scenarios where you could be replaced quickly, what would be your top 2 or 3 recommendations for those entering in a startup?” Because that's a much riskier proposition.
Adam J. Greetis: Yeah, no question about it. Of course it is. High risk, high reward, right?
Anita Brick: For sure.
Adam J. Greetis: Those are tough situations and they're difficult because usually and I've seen many of them from both sides, everybody is moving so fast. Eyes are not getting dotted and t's are not getting crossed. And there's a mile marker and you're racing to the mile marker. And a lot of things get done by handshake and a lot of things get done by verbal agreement.
And everyone is trying to trust everyone else and moving forward. And memories are short. Looking back, people say, well, you know, I thought we had an agreement about how much equity I was going to get and what form of equity that was going to be and severance protection I was going to get. I would say the obvious and it's hard to get, though, which is get it in writing and in some way, shape or form. If you're sitting around the table and everyone's agreeing to something, try to get whatever that agreement was in writing. If you're moving so fast, getting an actual agreement, you know an actual written contract is too much and going to be too much to ask. Even an email which sort of documents the terms and conditions of what you guys are talking about can help. Because if there is a dispute, that's how it's going to get resolved. If it's just verbal, it's she said versus she said. And if you got an email or if you've got some notes or if you've got a voicemail that's going to help a little bit. So that is probably the most useful piece of information. But anything goes in terms of what might happen and anything can happen.
Anita Brick: Okay. So let me ask you a related question to that. I'm going to work for you. And we are getting along just great and it's very exciting. It's all verbal. And you're like, well, we'll get it down at some point. And you kind of push me off. And if I put everything in an email and I send it to you and Adam, could you just confirm that what my side is, from what I heard in the meeting, is accurate. If you reply and say yes, that obviously gives you a bit more protection than if it's all verbal.
Adam J. Greetis: No question. But I'm not going to answer that email.
Anita Brick: Well, maybe I'll slip it through and you'll answer.
Adam J. Greetis: Yeah.
Anita Brick: You wouldn’t because you’re a lawyer, but maybe some people would.
Adam J. Greetis: Yeah, you're going to send it to me. Since you're working for me, I'm the smarter one. So I'm going to know exactly what you're doing and I'm not going to respond to that, right. That's just going to sit in my inbox. You know, and when push comes to shove, I'm not going to remember that you sent that. So I'm not going to tie myself to that.
In the unlikely event that I were to say, yeah, that's exactly what we agreed to. You know, in some jurisdictions, in some places that's a contract. And that would be pretty binding when push comes to shove, depending on what it is, you know, you're asking for. So that's definitely a step to take. Hey, you know, just wanted to follow up. You know, you'd be surprised how often times that step can kind of ruffle feathers. If you're at the point where everything's being done by handshake and verbal agreement, somebody decides to say, no, I'm going to document a memo to the file, you know, CYA kind of a thing. It runs counter to the tone of that relationship. I'm not saying don't do it. It's a great thing to do. And it and it certainly helps protect you. But sometimes people, when they get that email, they kind of risk a little bit.
Anitat Brick: Yeah, yeah. Last thing you want to do is implode the relationship before you start.
There's another related question. And you and I have talked about this before, and I think it is still a bit of a mystery for people. And that has to do with change of control. So there's an MBA student and he said: “I received an offer for a mid-level role at a high growth company that is primed for an event, even an IPO, in the next 18 to 24 months. Well, I've been told that I won't be made redundant. Of course, there are no guarantees. How would you recommend someone like myself who's not in senior ranks, to ask for a change of control clause as part of the employment agreement?”
Adam J. Greetis: Listening to that factual situation, I think what that person is actually asking for is severance protection. Right? At first blush, a mid-level person asking for change of control protection would likely give a senior person pause and they would sort of scratch their head and kind of say, what do you need change of control protection if you're a mid-level person?
What I think this person is saying, you know, there's an IPO coming and I may be made redundant and they're going to let me go. I want some protection from being let go. It would be a more common question to ask what sorts of severance protection is available to somebody like me at a mid-level. Which would be more understandable and would be something that that person could talk about and perhaps negotiate.
Now let's go back and maybe not try and dig into that question and say, what about change control? When you talk about change in control, it's usually tight. And this is why I think this person is probably talking about severance protection because they're at the mid-level. But you're usually dealing with what happens to their equity. And so if somebody has, you know, restricted stock and it's on a five year created vesting schedule or they have an option after three years and there's a change of control in the performance period, what happens? Those are the factual situations where you see an employment agreement have a change of control piece or a provision, and it talks about what happens to these awards if there's a change of control.
And when I see more senior folks–and maybe a mid-level person who's got equity–when I see that they have equity awards and there isn't a change in control provision or there aren't provisions which address what happens if the company is purchased, it's very reasonable to ask for that. That's a real standard take off to check. If the person who's asking this is actually talking about what happens to my equity if the company is purchased. Same thing I said earlier about the severance protection. It would be very customary to say, hey, you know, you're giving me an equity award. It's silent with respect to what happens upon a change of control. Can we talk about that? Taking that one step further, what you would oftentimes see with a change control provision is something that talks about how much of that equity would vest on an accelerated fashion in connection with the change of control.
A very senior person would have all of their equity vest in connection with the change control, so they could cash out in connection with the transaction. If you're further down in the organization, there may be some sort of a formula which gives sort of pro-rata vesting for the equity in connection with the change in control.
We’re landing where we were, which is ask for it. If it's the severance protection you're actually asking about, ask for it. If we're actually dealing with equity and we're talking about what happens to that equity in connection with the change in control, and it's not there, ask for it.
Anita Brick: That makes sense, because when I was thinking about it, it could be, it used to be, outside of the very senior levels, you would have a base and you'd have a bonus. And much of the time that bonus was cash based. And today you're finding that bonuses from large companies to smaller companies, at least a part of it is that equity. So what you said is very important. And to really differentiate between is it that the person is worried about losing their job and/or they're worried about that, plus losing the value of their equity? All of this is very helpful. So thank you.
Adam J. Greetis: Yeah. You're welcome. That's exactly right.
Anita Brick: Do you have time for one more question?
Adam J. Greetis: I do.
Anita Brick: Okay. Thank you. Compensation is complicated. It's very emotionally charged. And many people view it as a taboo subject that they don't even want to talk about. That all said, and you've given us some good insight and it sounds like doing this upfront, ask it first so then you can negotiate on different topics. You've just received an offer. What are three things you would advise someone to do when they receive the offer? Or even are there things that they should be laying the groundwork before that offer ever comes?
Adam J. Greetis: Yeah, probably the single most important piece of advice I give in connection with this entire topic comes up with this question that you just asked, Anita, and I did not prompt you with this funny word, wrapping it up with this one. But the single most important thing is when the offer comes, ask the employer for a copy of anything you're going to be asked to sign in connection with the employment relationship. Okay. Dramatic pause. Ask for anything. Ask for a copy for anything you're going to be asked to sign in connection with the employment relationship. That may mean an employment agreement. Because you've just gotten an offer, you've gone back and forth. You've been in for a couple rounds of interviews. Everything's great. The recruiter calls or human resources calls and says, favorable. We've got an offer for you. Send it over, you know, or on that conversation, say, this is great for me to think through this. I want to make sure I understand all the material terms. Can you send me a copy of anything I'm going to be asked to sign? And that's when you may see the employment agreement or it might be an offer letter that you're going to sign, which is effectively an employment agreement.
As an executive, you will absolutely have to ask that a couple of times. You know, what human resources might think you mean is, you know, okay, send them the employment agreement. But when you look in the employment agreement, you're going to see that there is a reference to an equity compensation plan that has some material terms in it, or an option award agreement that is going to govern the terms of this option that they say you're going to get. If you don't have a copy of that option agreement, which has all the vesting provisions and the change of control provisions, and, you know, the clawback provisions in it, you're going to sign up for this without knowing what the terms are, bad or not. So you need to ask for that plan and ask for that agreement. As you're working your way through those documents, you may see cross-references to other documents, other agreements, and you'll have to follow up and ask for those. You know, you're not imposing on anybody when you do that, you're not upsetting them if you ask for those things. You're doing your due diligence, which is, you know, an important quality to show, really important for you to do that.
You know, I think number two is make sure you understand what it is that you want, right? Have a list. There has to be a handful of things that you can't live without. There may be a floor on your compensation, or it may be a present value of the equity award you're going to get. This is an equity play for you. And so you're going to take a cut in your base pay. But you're hoping for the upside on the equity award. And so you know you want to make sure that's critical. You don't want them to relocate you. You know the list can be endless of what are the things that you absolutely must have. And you need to understand, of course, what those are.
You'd be surprised how oftentimes I talk to executives, and it's usually because they're being launched for the first time up to the C-suite level, or they've got their first CEO opportunity and they're not going to walk away from it. They need that title. They want to be a part of that team under any circumstance. And so they throw out all this advice, right? They throw out the list of things that they want, and it must have, and they don't ask for the things that they're going to sign. And they jump all over it. And hindsight is 2020. They kind of get in over their head and you realize if you're a good candidate for this particular opportunity, you're going to be a good candidate for lots of other opportunities, even though it may not feel that way. And if this is not the right one, because it doesn't meet what you need and must have, or as you dig into the documents and start reading them, you find it so incredibly one-sided, you've got to be prepared to kind of walk away.
I'll give you two. Those are the two most important things to do.
Anita Brick: What you said is very important because if you don't know what you want in the excitement of the moment, you may accept something without really thinking it through. People are like, do I have to accept on the spot? I'm like, no, thank them. Ask them for those documents that you want to see and then call someone.
Adam J. Greetis: Okay, let me give you an interesting point of view on that. So remember that 95% of the time I'm on the other side of the table. So I'm sending out these documents. I've prepared them all right. I drafted them and I did not draft them, by the way, in favor of the executives. I'm being paid by my corporate client. I am ethically obligated to be a zealous advocate for my corporate client. All of these documents are protecting my client. That's their starting point. The board or the executive team that is extending an offer to this person wants that person to be a strong advocate for the company. They want them to exercise due diligence for the company. They want that person to be careful and thoughtful, of course, for the company. And if you are someone who just jumps into something without looking and without advocating for yourself, you're sending a very interesting message about what kind of executive you're going to be when you're inside the organization. We have always been very impressed when we are hiring and onboarding a senior executive, and they're being very thorough and they're being strong advocates for themselves, and they're dotting their I’s and crossing their T's.
That sends a terrific message, you know? Yes, there's a limit to the things that we'll say yes to. And at some point we got to move on. We got to get to work. There's definitely a limit, but I'll let you know when you've reached that limit. And when I say enough is enough, now it's time to move on. You know, negotiating for yourself in a strong fashion sends actually a very different message than a lot of executives think.
Anita Brick: Wonderful. Adam, thank you so much. I know you're traveling and to be able to make time for us really, really appreciate it. And thank you. This is very insightful and I just really appreciate you and your insights and the fact that you made time for us today.
Adam J. Greetis: I appreciate the opportunity. As you know, I'm a big Booth fan and have lots of family members who have made it through the program. And, I love talking to your students and alums. So very happy to be a part.
Anita Brick: Thanks again.
Adam J. Greetis: Okay, bye.
Anita Brick: And thank you all for listening. This is Anita Brick with CareerCast at Chicago Booth. Keep advancing.
Did you know that each offer letter, regardless of the length and formality, could be considered an employment contract? Do you understand the elements and implications of your salary, short and long term incentives, and even the terms and conditions of your leaving the company? Adam J. Greetis, JD and Partner Employee Benefits, Seyfarth Shaw LLP would tell you that it’s crucial to manage the terms of your employment and compensation upfront. Otherwise, you could have challenging issues later on. In the this CareerCast, Adam shares his insight on executive employment and compensation in a rapidly changing environment from the corporations to startup worlds.
Adam provides practical, concise solutions to employee benefits and executive compensation legal issues.
Employee benefits and executive compensation arrangements are crucial tools in the war for talent. These arrangements are governed by highly complex, ever-changing technical legal requirements. Adam’s expertise covers the entire spectrum of employee benefits and executive compensation advice, including advice applicable to retirement plans, health and welfare benefits, all forms of executive compensation arrangements and benefits and compensation issues that arise in mergers and acquisitions. Clients look to Adam for his ability to understand and apply these rules to each company's unique business goals and objectives.
Adam listens carefully to his clients' needs and translates the complex, dynamic, and technical legal rules into a simple, practical, and concise plan of action. He understands that often there's a simple answer to what may seem like a complicated employee benefits or executive compensation legal problem. Adam helps clients find those simple answers.
As an active member in the Human Resources Management Association of Chicago (HRMAC) and the Plan Sponsor Council of America (PSCA), Adam spends a great deal of time meeting, networking with, and speaking to human resources, benefits, and executive compensation practitioners and service providers. He has served on the Board of Directors of HRMAC and chaired or co-chaired many other HRMAC committees, and he serves on the Legal and Legislative Committee of the PSCA. Adam's experience with these groups and his relationships with practitioners and providers allows him to bring real-world, contemporary practical advice to his clients. He is not merely a student of the rules and requirements, but a member of the benefits, executive compensation, and human resources community who truly understands the importance and impact of his advice and recommendations. Adam has deep relationships with senior human resource professionals and communicates with them not only about his area of law, but also about their careers and goals.
Adam regularly interfaces with representatives of the Internal Revenue Service, Department of Labor, Securities Exchange Commission, and the Pension Benefit Guaranty Corporation. These relationships allow Adam to more fully understand what solutions and advice clients truly need and appreciate. His relationships to administrative agencies also give him an understanding of more nuanced aspects of benefits and executive compliance, such as where these agencies are focusing their time and attention, and what issues are less of a concern to them. This information and these relationships allow Adam to focus his advice and recommendations, and to help his clients identify matters of genuine concerns.
Adam delivers advice crisply and concisely. He appreciates that clients want direction and help making decisions. Most clients don't need a long-winded recitation of legal requirements. He knows these requirements, and is happy to share them when the situation warrants that level of communication, but he knows that's not always the case.
Adam loves being part of a firm with a practical, client-focused approach to the practice of law. He has a deep interest in technology and how it can improve the delivery of legal services. Adam has personally developed technology tools with Seyfarth's in-house technology team which have made the delivery of his advice faster and simpler. Adam is also a member of Seyfarth's Blockchain Steering Committee, and he has written and spoken about the intersection of technology and the law.