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Executive Compensation + Benefits

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Our executive compensation & benefits attorneys advise public and private companies. Learn more about how our executive employment contract lawyers can help advise.

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MIT Sloan School of Management Guest Presentation

ChIPs GC Boot Camp Presentation

Double-Trigger RSUs and Stock Options in Private Companies: Key Tax and Other Considerations when Designing and Implementing Award Programs, Strategies to Consider for Expiring Awards, and More

CCRcorp’s 2023 Proxy Disclosure & 20th Annual Executive Compensation Conferences

Proxy Season Post-Mortem: The Latest Compensation Disclosures

Dodd-Frank Developments: The New Pay Versus Performance and Clawback Rules

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White House Issues Executive Order on Proxy Advisory Firm Oversight

What to Expect in 2026: Anticipated Changes to Executive Compensation Disclosure After the SEC Chairman’s NYSE Speech

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The cost of a crypto promise: Seoul court orders Wemade to deliver $7mn in tokens

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How GILTI Reform Affects M&A Golden Parachute Planning

Say Goodbye to Paper Cuts: Section 83(b) Elections May Now Be Filed Online

Del. Ruling May Redefine Consideration in Noncompetes

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Morrison Foerster partner: ‘Compensation approached strategically becomes a bridge'

Crescent Moran Chasteen and Rachel Smith Named to Boston Magazine’s Top Lawyers List

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How I Made Practice Group Chair: 'Try to Keep Your Career in Perspective,' Says Rachel Faye Smith of Morrison Foerster

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401(k) Sponsors Want Holdover Alternative Investments Guidance

MoFo Advises Infineon Technologies on Its $2.5 Billion Acquisition of Marvell Technology’s Automotive Ethernet Business

MoFo Taps Goodwin Duo To Grow Exec Comp, Benefits Team

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Crescent Moran Chasteen is a partner in Morrison Foerster’s Boston office and a co-chair of the firm’s Executive Compensation + Benefits practice. A nationally recognized advisor to boards, executives, and investors, Crescent brings more than two decades of experience at the intersection of executive compensation, tax, securities, and corporate governance—guiding clients through the complex legal, regulatory, and strategic challenges that shape leadership pay in today’s rapidly evolving market. Crescent partners with public and private companies, high-growth start-ups, investment firms, and nonprofits on executive compensation design and strategy. Known for her ability to balance innovation with compliance, she helps organizations craft incentive structures that drive performance, withstand scrutiny, and align with long-term business goals. Her work spans transformative transactions and emerging sectors—from SPACs, IPOs, and M&A to digital asset ventures. Her practice includes: <ul><li>Executive compensation in major transactions: Advising on executive compensation and employee benefits issues arising in M&A, IPO, and SPAC transactions, including golden parachute (Section 280G) and deferred compensation (Section 409A) analysis, employment and retention agreement negotiations, and post-closing integration. </li><li>Equity and incentive design: Creating and implementing restricted stock, options, restricted stock units, performance stock units, and bespoke performance-based award programs. </li><li>Board and committee governance: Advising boards and compensation committees on pay governance, disclosure, and alignment under SEC and proxy advisory frameworks. </li><li>Regulatory and disclosure compliance: Guiding clients through SEC reporting, say-on-pay readiness, and ERISA/Code compliance for qualified and nonqualified benefit plans. </li><li>Crypto and digital asset compensation: Advising on token-based incentive plans, token purchase agreements, and related instruments; navigating the intersection of cryptocurrency, tax, and securities law; supporting token-based M&A diligence and structuring under U.S. and cross-border regimes. </li><li>Nonprofit leadership compensation: Designing compliant compensation and incentive programs for tax-exempt organizations, including Section 4960 considerations. </li></ul>Crescent’s practice spans industries including life sciences, healthcare, technology, venture capital, financial services, and real estate. Clients rely on her to translate complex tax and securities rules into practical, business-aligned solutions that advance organizational success and stakeholder alignment. Before joining Morrison Foerster, Crescent was a partner at leading multinational law firms in Boston and Washington, D.C., advising Fortune 500 companies and emerging enterprises on executive compensation and employee benefits law. A frequent author and speaker, Crescent contributes thought leadership on evolving compensation trends, governance, and the future of equity and token-based pay. She has served as a co-chair of the Boston Bar Association’s ERISA Subcommittee, a member of the BBA Tax Steering Committee, and an active participant in the ABA Joint Committee on Employee Benefits. Crescent earned her B.A. from the University of Maine, J.D. from Western New England University School of Law, and LL.M. in taxation from Georgetown University Law Center. She clerked for the Honorable Carolyn P. Chiechi of the U.S. Tax Court.

Crescent Chasteen

Co-Chair, Executive Compensation + Benefits

Rachel Faye Smith is a partner in Morrison Foerster’s Boston office and serves as Co-Chair of the firm’s Executive Compensation and Benefits practice.A seasoned benefits and executive compensation advisor with over two decades of industry experience, Rachel has provided counsel to a wide range of clients and business sectors, including both public and private companies, venture capital and private equity firms, limited liability companies and partnerships, and nonprofit, government, and religious organizations, in the areas of employee benefits and executive compensation. Rachel specializes in ERISA and employee benefits, both in the context of mergers and acquisitions and in the complex regulatory requirements for benefit plan operations. She has significant experience working with private equity-backed medical and dental practices, and other forms of professional corporations, with a particular focus on the controlled and affiliated service group rules, MEWAs, and the single-employer requirements of employee benefits law.Rachel’s work includes advising on the drafting, administration, and compliance issues associated with qualified plans, such as profit-sharing and 401(k) plans, cash balance plans, defined benefit pension plans, ESOPs, and non-ERISA plans such as governmental and church plans. She frequently represents clients before the Department of Labor, IRS, and Pension Benefit Guaranty Corporation in the context of plan audits, compliance, and terminations. Additionally, she advises clients on employee health and welfare benefit plans, including issues relating to the Affordable Care Act and COBRA. Rachel represents clients on the integration and transition of employee benefits plans, from both a buyer and seller perspective, in corporate transactions, and had particular experience with ESOP transactions. She also represents clients in the submission of qualified plans to the IRS for Determination Letters, as well as compliance and correction submissions under the IRS’ Voluntary Correction Program.Before focusing on employee benefits, Rachel’s practice included executive compensation. Rachel has worked extensively with management carve-out and change of control plans, bonus arrangements, employment and severance agreements, equity compensation and incentive plans, and other deferred compensation arrangements. She has experience with both company-side and executive-side negotiation of executive compensation.Prior to joining Morrison Foerster, Rachel was a partner advising on executive compensation and employee benefits law at other national and multinational law firms in Boston, and she previously served as chair of a tax and employee benefits practice group.Rachel is a thought leader and author on topics relating to the employee benefits space. She has served as co-chair of the Boston Bar Association’s Tax Steering Committee and ERISA Subcommittee. Rachel is also a graduate of YW Boston’s 2024 LeadBoston program, which trains professionals in fostering a diverse, equitable, and inclusive workplace.Rachel received a B.A. (Hons.) in political science with a general major in French from Wilfrid Laurier University in Canada and an M.A. in Asia-Pacific International Relations from the International University of Japan. She also holds an LL.B./B.C.L. in both common law and civil law from McGill University. She speaks fluent French, conversational Spanish, and conversational Japanese.

Rachel Smith

Above Board: DOJ and SEC on Cooperation and Clawbacks – Considerations for Directors

Executive Compensation + Benefits

Employee benefits, executive comp: transactions, Nationwide

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