Nathan E. Holmes
Nathan is a partner of the firm's Tax and Employee Benefits & Executive Compensation practice groups. His practice is focused principally in two areas: Executive Compensation and Tax-Exempt Organizations, but he also has broad experience in U.S. federal income tax planning for various business transactions, such as mergers, acquisitions, divestitures, financings and new business ventures.
Nathan regularly represents public companies, large private companies and nonprofit organizations in executive compensation matters. He works with companies across a range of industries (including manufacturing, technology, media, financial services, retail and utilities) and with respect to a broad variety of compensation arrangements.
Nathan regularly advises a variety of tax-exempt nonprofit organizations, including employer-sponsored disaster relief funds, corporate foundations and other private foundations (both grant making organizations and operating foundations), arts organizations, educational institutions, trade associations and social welfare organizations.
- Equity and Incentive Plans. Nathan drafts equity and cash incentive plan documents and award agreements and helps clients understand the laws, listing requirements and voting guidelines that impact those arrangements. He has significant experience in structuring equity and incentive awards to be exempt from the $1 million deduction cap on executive pay under Section 162(m) and to comply with tax law restrictions under Section 409A.
- Employment, Change-in-Control and Severance Arrangements. He assists companies in the drafting and negotiation of employment, change-in-control and severance arrangements with senior executives, including CEOs.
- Deferred Compensation. Nathan prepares deferred compensation and other supplemental retirement programs for executives and directors and helps companies to administer those programs in compliance with tax law restrictions under Section 409A. Where necessary, he also helps companies correct operational and plan document failures under Section 409A.
- Disclosure Requirements. He assists public companies in the preparation of the Compensation Discussion & Analysis and related proxy statement compensation tables, as well as compensation-related disclosures on Form 8-K.
- Transactions. He helps companies with the executive compensation aspects of mergers and acquisitions, spin-offs and other significant corporate transactions, including addressing Section 280G “golden parachute” excise tax considerations, related securities disclosure requirements (including Dodd-Frank “say-on-parachute” disclosures) and post-transaction integration issues.
- Dodd-Frank Act. Nathan advises public companies on the compensation and corporate governance requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the "say-on-pay" and "say-on-parachute" advisory voting requirements.
- Cross-Border Issues. He advises U.S. multinationals regarding cross-border executive compensation issues, including the impact of tax code Section 457A.
- Formation and Tax Exemption Application. Nathan assists new organizations with incorporation, establishment of corporate governance policies and application for tax-exempt status.
- Joint Ventures and Other Transactions. He helps tax-exempt organizations negotiate and document joint ventures, strategic alliances and other significant transactions.
- Executive Compensation. He prepares incentive arrangements and Section 457(f) deferred compensation plans for nonprofit executives and assists nonprofits with Form 990 reporting and payroll tax considerations related to compensation of key executives.
- Unrelated Business Income Tax. Nathan helps charities and other tax-exempt organizations address the UBIT rules for taxation of unrelated business activities.
- Grant Making. He advises private foundations and public charities about grant making activities, including scholarship programs, disaster relief and program-related investments.
- Lobbying and Political Activities. He advises tax-exempt organizations regarding the limitations on lobbying and political campaign activities.
- Private Letter Rulings. Nathan has experience in obtaining private letter rulings from the IRS for significant projects and transactions, such as joint ventures with for-profit organizations.
- Corporate Law and State Charity Regulation. He advises tax-exempt organizations regarding general nonprofit corporation law and compliance with state law charity registration requirements.
- “Treasury Issues Guidance on Potential Payroll Tax Deferral,” Thompson Hine COVID-19 Update, September 2020
- “Awaiting IRS Insight On Taxing Exec Pay, Cos. Craft New Plans, “ Law360, May 2018
- “Ohio Supreme Court Case Erodes Certainty of Bright-Line Test for Ohio Residency,” Thompson Hine Tax Update, July 2015
- "Thoughts on Say-on-Pay Frequency," Securities Law 360, (with J. Shane Starkey), November 2010
- "Section 409A - Twelve Years Later," Cincinnati Bar Association Employee Benefits Conference, June 2017
- “Executive Compensation – An Overview,” Worldwide Employee Benefits Network, Cleveland, Chapter, June 2016
- "Executive Compensation Considerations in Mergers & Acquisitions," Tax Executives Institute, Cleveland Chapter, November 2015
- Panel discussion: "2015 Proxy Season Wrap-Up (and Look Ahead)," National Association of Stock Plan Professionals, Ohio Chapter, August 2015
- "Executive Compensation Update," Tax Executives Institute, Cleveland Chapter, October 2013
- "Deducting Bonuses and Other Incentive Compensation," Tax Executives Institute, Cincinnati Chapter, February 2012
- "Ohio Tax Enforcement Efforts Regarding Stock Options Exercised by Non-residents of Ohio," National Association of Stock Plan Professionals, Ohio Chapter, August 2012
- National Association of Stock Plan Professionals, Ohio Chapter, Chapter President
- Dayton Bar Association
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