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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.

Case Studies

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

Events

Reminders for the 2025 Reporting Season

Sorry I’m Late: New Guidance on Late Contributions

Amendment To QPAM Exemption

Double-Vest RSUs

DOJ’s Pilot Program Regarding Compensation Incentives and Clawbacks

SEC Adopts Pay Versus Performance Disclosure Requirements

Insights

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

Leading Executive Compensation and Benefits Partners Crescent Moran Chasteen and Rachel Faye Smith Join Morrison Foerster’s Boston Office to Co-Chair Firm’s Executive Compensation and Benefits Group

MoFo Advises GCOM in Acquisition of OnCore Consulting

Morrison Foerster Welcomes Executive Compensation Partner Joshua Lerner in New York

MoFo Advises Main Post Partners in Strategic Growth Investment in Duke Cannon

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Crescent Moran Chasteen is a partner in Morrison Foerster’s Boston office and serves as Co-Chair of the firm’s Executive Compensation + Benefits practice. Crescent is a seasoned attorney who is recognized for her extensive experience in all aspects of executive compensation, including tax, securities, and accounting issues. She has spent over two decades navigating the intricate landscape of executive compensation and employee benefits matters as a trusted advisor to top-tier companies and executives in both the public and private company sectors. In this regard, Crescent’s proficiency encompasses the design, drafting, and administration of equity-based compensation programs, employment, retention, severance, change in control, and deferred compensation arrangements, including associated tax (e.g., Section 409A), accounting, and securities law implications. Crescent also regularly advises public companies on SEC reporting requirements related to executive compensation.As trusted counsel to public and private companies, executives and boards on matters related to the executive compensation and employee benefits aspects of M&A, initial public offerings, and SPAC transactions, Crescent specializes in guiding clients through the intricacies of compensation and benefits issues that arise during such transactions. This includes pre-signing negotiations, executive and equity compensation issues (e.g., Section 280G – the golden parachute rules), and post-closing employee integration. Crescent also has experience in the design, implementation, tax aspects, and operation of tax-qualified retirement plans, including defined benefit and 401(k) retirement plans, nonqualified deferred compensation arrangements, and employee welfare benefit plans, including compliance with Section 409A of the Internal Revenue Code, the Employee Retirement Income Security Act of 1974 (ERISA), and healthcare reform laws.Prior to joining Morrison Foerster, Crescent was a partner advising on executive compensation and employee benefits law at multinational law firms in Boston and Washington, D.C.Crescent is a frequent author and speaker on topics relating to executive compensation. She has served as the co-chair of the Boston Bar Association’s ERISA Subcommittee and a member of the BBA’s Tax Steering Committee. She is also actively involved in the American Bar Association’s Joint Committee on Employee Benefits.Crescent earned a B.A. from the University of Maine and her J.D. from Western New England University School of Law. She also holds an LL.M. from Georgetown University School of Law and previously 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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