As MasterCorp’s Legal and Risk Officer, I bring a wealth of experience in navigating the complex – multi-jurisdictional - landscape of legal compliance, risk management, and corporate governance. My role focuses on ensuring that our organization not only meets all legal and regulatory requirements but also proactively manages enterprise risks to safeguard our assets and reputation. I specialize in crafting strategic approaches to legal challenges, negotiating key contracts, and leading our company through intricate legal and risk environments. With a strong commitment to excellence and a proactive mindset, I am dedicated to supporting MasterCorp’s growth and success by mitigating risks and ensuring legal integrity.

✅ Served as lead attorney for employee benefits and compensation practice group. Provided business-oriented solutions to legal issues while maintaining legal and fiduciary compliance; counseled business partners on plan design issues and provided legal guidance in resolution of day-to-day executive compensation and benefits issues. ✅ Maintained plan documents and handled compliance matters for defined benefit, defined contribution, deferred compensation, and health and welfare plans and programs➡️ Served as lead compensation and benefits attorney for $2,000,000,000/60,000-employee divestiture of Red Lobster in 2014.➡️ Oversaw executive separations and change in control benefits for all C-suite-level executives following Starboard Value’s successful proxy contest.➡️ Served as lead benefits attorney for $67,000,000 spin-off of certain restaurants and real estate in IRS’s final-approved tax-free REIT in 2016.➡️ Served as lead benefits attorney for acquisition of Cheddar’s Scratch Kitchen (CSK) and related CSK entities in 2017. ➡️ Oversaw and served as lead on multiple Pension Benefit Guaranty Corporation, Department of Labor and Internal Revenue Service audits and investigations, resulting in multimillion-dollar savings to company.➡️ Supported integrations of acquired and divested businesses. ➡️ Acted as counsel to administrative and investment fiduciary committees.

✅ Provided counsel and advice to benefits, human resources, and payroll outsourcing business leaders on issues related to Patient Protection and Affordable Care Act, Healthcare Exchanges, Aon Hewitt Navigators, HSAs, Health and Dependent Care Spending Accounts, Absence Management (FMLA, STD, LTD, and state-mandated leaves).➡️ Aided with the compliance, design, and rollout of the first-of-its-kind active employee health exchange. ➡️ Engaged with applicable agencies on proposed rule-making, including submitting published comment letters to the Centers for Medicare & Medicaid Services

✅ Managed and advised on all aspects of human resources law and policies relating to employment, benefits and executive compensation for 1,500-person company, comprised of globally-located employees and independent contractors✅ Directed outside tax, benefits, and employment counsel across international lines. Served and consulted as member of HR and Legal Leadership teams. Collaborated on strategic planning➡️ Resolved employment and benefits issues in the Americas, Europe, Asia, and the Middle East. ➡️ Oversaw all immigration and foreign-hire issues and applications. ➡️ Supported benefits and compensation departments by reviewing contracts and redrafting benefits documents. ➡️ Communicated impact of legal developments to HR leadership team and senior leadership, and directed company approaches to ensure regulatory compliance. ➡️ Provided compensation committee reporting on relative matters.➡️ Managed design and implementation of global sales incentive plan.➡️ Developed uniform non-competition, non-solicitation agreement that was globally applicable and fully compliant across local, national, and international standards.

✅ Taught live and online classes in the law school's Tax and Employee Benefits LLM program.

✅ Drafted and negotiated a wide variety of complex employee benefits plans, policies, agreements and arrangements, including employment, severance, restraint, change in control, consulting and related documents for officers, employees and consultants. Advised clients on issues related to 162(m), 280G, 409A, COBRA, HIPAA, FMLA, CHIPRA and other related laws as well as on stock and compensation-related disclosures and corporate governance matters✅ Represented plans on qualification and compliance issues before the IRS, Department of Labor, and Pension Benefit Guarantee Corporation. Also advised clients regarding issues related to employee benefits, human resources, taxation and executive compensation in public and private transactions including mergers, spin offs, IPOs and other corporate events.

✅ Provided legal support on the application of ERISA and securities laws to tax-qualified retirement plans (including Code Section 401(a), 403(b) and 457 plans) as well as Code Section 409A nonqualified deferred compensation plans. Advised on new product and service initiatives from conception to launch. Supported ongoing products and services, including participant disclosures and non-proprietary investments✅ Advised clients on individual and prototype plan-design issues. Prepared plan amendments, investment policy statements, summary plan descriptions, plan highlight booklets, and other employee and employer communications✅ Provided legal support on proprietary investment platform (employer stock, managed payout funds and non-proprietary funds and trusts in open architecture environment). Managed record-keeping administration of clients’ qualified and non-qualified retirement and stock administration plans➡️ Negotiated trust agreements, custodial agreements, and contracts. ➡️ Oversaw decision support for acceptance of directed trusteeships.➡️ Interpreted non-discrimination test rules and results.➡️ Reviewed and filed Form 5500s. ➡️ Prepared determination letter applications. ➡️ Held Series 7 License.

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