Heather Heath Ryan

Heather advises on all facets of employee benefits, including 401(k), pension, cafeteria, and health and welfare plans. She has guided clients through Department of Labor and IRS audits and correction submissions, and counsels clients on a wide range of matters, such as fiduciary governance structures and processes, regulatory compliance, benefit vendor contracts, employer stock best practices, COBRA, and wellness plans.

Heather works with companies on employee benefit and executive compensation issues that arise in corporate transactions, including equity compensation, change-in-control arrangements, severance, and deferred compensation. She regularly assists clients with executive employment agreements, short-term and long-term incentive compensation, and executive terminations. Heather also contributes to the development and drafting of compensation committee materials for the board and provides guidance on governance matters impacting these committees.

• Advised senior management on executive compensation and benefits, equity, and incentive compensation, and HR-related merger and acquisition issues, including governance and regulatory developments.
• Served as lead HR merger and acquisition attorney for a telecommunications merger valued at almost $80 billion, including HR due diligence, executive compensation issues, 280G analysis, and integration projects.
• Managed and developed the strategy for executive benefit programs, including deferred compensation, SERPs, executive health, change-in-control arrangements, and executive severance.
• Developed the strategy and design of a shareholder-approved global equity plan and drafted all required documentation, including committee and plan documentation and global award agreements (approximate $60 million annual grant value in 26 countries).
• Drafted executive employment agreements in partnership with executive compensation team, including certain C-suite contracts and other succession planning projects.
• Conducted RFP and negotiated contract and related materials with independent fiduciary for company stock fund.
• Reviewed and negotiated all service provider contracts and business associate agreements with third-party benefits administrators and vendors, and monitored vendor compliance with such contracts and applicable plans.

• Best Lawyers in America®: Employment Law – Management (2025-2026)