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Nathan E.Holmes


O 937.443.6820

Nathan E.Holmes


Focus Areas

Executive Compensation

  • 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.
  • 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.

Tax-Exempt Organizations

  • 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.

Regulated Investment Companies

  • Reorganizations. Nathan provides tax advice in connection with the reorganization of mutual funds and ETFs.
  • Tax Disclosure and Compliance. He assists with tax disclosures and Subchapter M compliance issues for regulated investment companies.
  • “Golden Parachute Disclosures: Hot Takes,”, March 2021
  • “COVID-19 Impacts on Executive Compensation and Proxy Statement Developments,” National Association of Stock Plan Professionals, Ohio Chapter, and Society for Corporate Governance, Ohio Chapter, September 2020
  • “Executive Compensation, Fringe Benefits and Federal Securities Law Update,” American Bar Association Tax Section 2020 Midyear Meeting, Panel Discussion, Boca Raton, January 2020
  • “Nonqualified Deferred Compensation Plans – An Overview,” American Society of Pension Professionals and Actuaries, Cincinnati Regional Conference, November 2019
  • “Thompson Hine Benefits Briefing Webinars – Executive Compensation,” September 2019 and September 2018
  • “Executive Compensation Update: Section 162(m) Guidance and Proxy Season Preview,” National Association of Stock Plan Professionals, Ohio Chapter, October 2018
  • “Executive Compensation, Fringe Benefits and Federal Securities Law Update,” American Bar Association Tax Section 2018 May Meeting, Panel Discussion, Washington, D.C., May 2018
  • “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
  • “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

Professional Associations

  • National Association of Stock Plan Professionals, Ohio Chapter – Chapter President
  • American Bar Association, Tax Section, Subcommittee on Executive Compensation, Fringe Benefits, and Federal Securities Law – Vice-Chair
  • Dayton Bar Association


  • New York University School of Law, LL.M., 2003
  • University of Cincinnati College of Law, J.D., 2001
  • University of Cincinnati, B.A., 1996

Bar Admissions

  • Ohio

Court Admissions

  • U.S. District Court for the Southern District of Ohio