David B. Zelikoff represents and counsels clients in a range of matters related to employee benefit plans and executive compensation agreements. He advises on the design and implementation of tax-qualified, nonqualified deferred compensation, equity compensation, and health and welfare plans, and he helps clients draft and negotiate executive employment agreements, severance arrangements, and change-in-control arrangements. David’s clients include tax-exempt organizations, and public/private Fortune 500 and emerging growth companies in the technology and life sciences fields.
David also represents benefit plan sponsors in audit and corrective action matters before the IRS, counsels plan sponsors and committees on ERISA fiduciary matters, and advises on matters related to the IRS code (IRC), including Section 409A.
In mergers and acquisitions (M&A) and other major transactions, he helps negotiate employee benefit and equity terms, and advises on the application of Section 280G of the IRC. He also works with public companies in connection with the disclosure and approval of their equity and executive compensation programs, including issues related to Section 162(m) of the IRC.
David represents ERISA plan and public pension plan sponsors investing in private equity and hedge funds or in direct co-investments in portfolio companies. He also advises on prohibited transaction rules related to IRA investments in alternative investment vehicles.
In private equity buyouts, he negotiates the terms and conditions of executive management team equity and employment agreements. He also negotiates the terms and conditions of employment and separation from employment agreements on behalf of individual executives.
As part of an active pro bono practice, David has helped entities file with the IRS for tax-exempt status under Section 501(c)(3) of the IRC. He is also an adjunct professor at Villanova University, where he teaches executive compensation planning during the summer session.
The College of New Jersey, 1994, B.A.
The George Washington University Law School, 1997, J.D.
District of Columbia
Awards and Affiliations
Member, Practice Group of the Year, Benefits, Law360 (2022)
Member, Law Firm of the Year, Employee Benefits & Executive Compensation, Chambers USA (2019)
Member, Law Firm of the Year, Employee Benefits (ERISA Law), US News/Best Lawyers – Best Law Firms (2019)
Hall of Fame, Industry focus: Insurance: advice to policy holders, The Legal 500 US (2022)
Recommended, Dispute resolution: Product liability, mass tort and class action - defense: pharmaceuticals and medical devices, The Legal US 500 (2022)
Recommended, Dispute resolution: Product liability, mass tort and class action - defense: toxic tort, The Legal US 500 (2022)
Recommended, Labor and employment: Employee benefits, executive compensation and retirement plans: transactional, The Legal 500 US (2019, 2020, 2022, 2023)