Eric Winwood's practice primarily centers on solving employee benefits and executive compensation issues, including issues involving Section 409A deferred compensation rules, Section 280G golden parachute rules, Section 83 equity compensation rules and filings, audits and public disclosures with the Department of Labor, Internal Revenue Service and Securities and Exchange Commission. He has substantial experience in the energy sector and serves as a member of the Baker Botts Oil and Gas M&A Team.
Mr. Winwood works with clients on all compensation and benefits matters, including the design and drafting of deferred compensation, retirement, and equity-based compensation plans, and employment, change in control and severance agreements. This work regularly involves advising on employee benefits and executive compensation aspects associated with domestic and international mergers, acquisitions, migrations, spin offs and joint ventures, as well as, the integration of plans and other benefit arrangements following the completion of the business transaction. In addition, Mr. Winwood frequently provides advice on the fiduciary, prohibited transaction and “plan assets” aspects related to establishing, operating and investing in private equity funds and other investment funds.
Mr. Winwood regularly advises companies and their compensation committees on negotiating executive onboarding and exits and structuring executive compensation and benefits that satisfy ISS and Glass Lewis standards.
Following graduation from law school, Mr. Winwood served as a law clerk to the Honorable George L. Proctor of the United States Bankruptcy Court for the Middle District of Florida.
- Implementation of executive compensation and employee benefits arrangements in connection with a spin-off transaction for a large publicly-traded offshore oil and gas drilling services company
- Negotiation of the employee benefits provisions in the acquisition of a large publicly traded company in the health information industry, and assisted with benefits integration, executive compensation and retention planning for periods following the acquisition
- Computation of golden parachute compensation payouts in connection with proposed and actual merger and acquisition transactions on behalf of technology, food services, and aerospace companies
- Drafting of legal opinions relating to the “plan assets” status, and negotiation of the governing documents, of various private equity funds and real estate investment funds
- Negotiation of the employee benefit representations and covenants in numerous credit agreements and note purchase agreements on behalf of borrowers/issuers and major banks
- Negotiation on behalf of clients with the Internal Revenue Service and Department of Labor in connection with audits, filings and corrections
- Negotiation of numerous employment and separation agreements on behalf of employers and executives
- Negotiation with multiemployer plan trustee in connection with the establishment of an escrow arrangement in connection with the client's disposition of certain company divisions
- Coordination with overseas lawyers on providing, and the taxation of equity compensation to employees in China, Netherlands, Switzerland, Cayman Islands, and the United Kingdom
- Counseling regarding the process of providing retention benefits and other executive compensation payouts in connection with a bankruptcy proceeding
- Preparation of amicus legal briefs to the U.S. Supreme Court and the U.S. Court of Appeals in landmark employee benefits litigation
Awards & Community
Ranked Band 2 for Employee Benefits and Executive Compensation in Chambers USA, 2019
Recommended in The Legal 500 U.S., 2013
Listed in The Best Lawyers in America, Woodward/White Inc., 2015-2019
Recognized as a "Texas Rising Star," (Thomson Reuters), 2007, 2008, 2011-2013
Listed as one of the "Best Lawyers in Dallas," by D Magazine, 2011-2013, 2016, 2018-2019
Employee Benefits and Executive Compensation Update
Employee Benefits Update
Baker Botts will provide further insight into the executive compensation elements of recently released Congressional proposals for a tax reform plan – the Tax Cuts and Jobs Act.
On Thursday, March 30th, Baker Botts partner Eric Winwood will provide a primer on common executive compensation plans and decipher some of the key tax laws on executive compensation.