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Executive Employment & Compensation.

Employment and
compensation counsel for
tax-exempt organizations.

Why Org Law

Counsel to boards governing CEOs and Executive Directors.

Executive employment in a tax-exempt organization involves more than standard employment terms. The board’s governance process, documentation, and public reporting context matter, as do the rules that apply to compensation decisions in the tax-exempt sector.

Org Law’s work focuses on the full set of connected documents and actions: the employment agreement, the compensation approval process and record, any deferred compensation arrangements, separation terms when applicable, and Form 990 disclosure considerations.

  • CEO employment agreements — Employment terms structured for the tax-exempt context, including compensation, incentives, and termination provisions.
  • Compensation governance — Committee process design, documentation standards, and review of prior approvals and records.
  • Deferred compensation arrangements — Structuring and documenting deferred compensation terms used by tax-exempt organizations.
  • Executive separation — Separation and transition documentation, agreement review, and governance process support.
  • Compensation committee process — Charters, calendars, comparability review workflow, and documentation templates.

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CEO Agreement

CEO hire or agreement renewal: get the terms right before signing.

A CEO employment agreement is one of the most consequential documents a board will approve. The compensation structure, termination provisions, deferred compensation terms, and governance process all need to be correct before the agreement is signed — not reviewed afterward. For a new hire or renewal, Org Law provides a connected set of services that covers the agreement, the approval process, and the disclosure implications together.

What You Receive

A complete CEO agreement package tailored to your organization’s specific context — not a commercial template reviewed for compliance, but an agreement designed for the organization’s governance structure, compensation approach, and reporting obligations from the outset. The services cover all connected components so they are consistent with each other when the board signs.

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General Scope of the Engagement

Working session with the board or recruitment committee

A direct conversation before terms are set — to establish the compensation framework, identify the governance process required, review what the current or prior agreement requires, and align on the approach before negotiations begin.

Employment agreement

Compensation structure, incentives, role terms, and termination provisions designed for the tax-exempt context.

Compensation governance process and documentation

Committee process design, comparability review workflow, and minutes documentation that establishes the approval record before the agreement is signed.

Deferred compensation terms, if applicable

Structure and documentation of any deferred compensation arrangement, integrated with the employment agreement and the governance record.

Form 990 Schedule J disclosure preparation

Narrative alignment between the compensation approved, the governance record, and what the organization will disclose in its first Form 990 following the hire or renewal.

Board or committee briefing

Preparation for the board's compensation approval — resolution language, meeting materials, and documentation standards so the approval record is complete from the start.

Pracrtice Scope

Representative executive employment and compensation matters

CEO Employment Agreement

Employment Agreement

Compensation Review

Incentive and Bonus Structure

Role Scope and Authority

Termination and Severance Terms

What We Do
Drafting or reviewing the employment agreement for the CEO or senior executive, including compensation structure, incentives, role terms, and termination provisions. The work focuses on clarity, alignment with board process, and consistency with other compensation documentation and reporting.

When We Help

  • New CEO hire and agreement negotiation
  • Agreement renewal or amendment
  • Agreement review before a transition or separation discussion
  • Updating legacy agreements adopted from commercial templates
  • Clarifying bonus, incentive, or deferred compensation language

Compensation Governance

Compensation Committee Process

Comparability Review

Conflict and Recusal Handling

What We Do
Designing and documenting the compensation approval process used by the board or compensation committee, and reviewing prior approvals where documentation may be incomplete. The objective is a consistent process and a record that reflects what the committee reviewed and decided.

When We Help

  • Process and documentation design for new hires
  • Retrospective review of prior approvals
  • Committee workflow for comparability review
  • Committee orientation on compensation governance requirements
  • Annual compensation calendar and documentation checklist

Deferred Compensation

Deferred Compensation Terms

Vesting and Forfeiture Structure

Plan Documentation

Renewal and Amendment Support

Transition Agreements

Executive Retention Arrangements

What We Do
Advising on deferred compensation arrangements used by tax-exempt organizations and integrating those terms with employment agreements and governance documentation. The work focuses on structure, documentation, and how the arrangement functions in practice over time.

When We Help

  • New deferred compensation terms for recruitment or retention
  • Review of existing deferred arrangements
  • Vesting and forfeiture structure review
  • Amendments after role changes or renewal cycles
  • Treatment of deferred amounts in transitions or separations

Executive Separation

Separation Agreement

Severance Structure

Communications Language

Board Approval Documentation

What We Do
Advising on executive transitions and separations, including review of existing agreements, drafting separation documentation, and supporting the governance process around approvals and records. The work also accounts for operational and communications considerations that often run alongside the legal documentation.

When We Help

  • Planned CEO succession with negotiated transition terms
  • Unplanned departure requiring time-sensitive documentation
  • Post-investigation separation where terms are contested
  • Review of severance and total package structure
  • Reference and announcement language coordination
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Ready to move forward?

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Reach out directly to discuss your situation and map out next steps.

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