Matthew R. Zischke
Partner
201 17th Street NW
Suite 1700
Atlanta, GA 30363
Matthew is a trusted advisor to senior executives, management teams, companies, boards of directors, and compensation committees on executive compensation, executive employment, equity compensation, employee benefits, and strategic transition matters. He works with C-suite executives, emerging growth companies, private equity portfolio companies, founder-led businesses, and publicly traded corporations on complex compensation, benefits, governance,...
Matthew is a trusted advisor to senior executives, management teams, companies, boards of directors, and compensation committees on executive compensation, executive employment, equity compensation, employee benefits, and strategic transition matters. He works with C-suite executives, emerging growth companies, private equity portfolio companies, founder-led businesses, and publicly traded corporations on complex compensation, benefits, governance, and transactional issues.
Matt represents senior executives and corporate clients in negotiating and structuring executive employment agreements, offer letters, severance arrangements, change-in-control protections, restrictive covenants, retention arrangements, transaction bonuses, equity compensation awards, rollover equity, management incentive plans, and deferred compensation programs. His practice includes individual executive representation, management team representation, and company-side advice on executive compensation design, tax compliance, governance, and regulatory matters.
He also advises management teams and senior leadership groups in private equity transactions, buyouts, recapitalizations, and sale processes. His work includes rollover equity, post-closing employment arrangements, profits interests, stock options, restricted stock, RSUs, phantom equity, transaction bonuses, retention programs, severance protections, and executive restrictive covenants. He helps executives and management teams understand how compensation, equity, tax, employment, and governance terms operate before, during, and after a transaction.
Matt has extensive experience advising buyers, sellers, private equity sponsors, portfolio companies, and management teams on employee benefits and executive compensation issues in mergers, acquisitions, divestitures, and other corporate transactions. He is recognized for his experience with golden parachute and Section 280G planning, including 280G analyses, mitigation strategies, shareholder approval processes, and transaction-related compensation arrangements. He also advises on Internal Revenue Code Section 409A, deferred compensation, severance arrangements, transaction bonuses, retention awards, equity award treatment, benefits transition issues, and employment-related compensation risks arising in corporate transactions.
Matt’s broader employee benefits practice includes the design, implementation, and administration of qualified retirement plans, defined benefit plans, cash balance plans, defined contribution plans, 401(k) plans, 403(b) plans, nonqualified deferred compensation arrangements, Section 457 plans, health and welfare plans, cafeteria plans, wrap plans, HRAs, HSAs, SIMPLE IRAs, employee stock ownership plans, supplemental executive retirement plans, and executive life insurance arrangements and related funding vehicles. He advises employers, plan sponsors, fiduciaries, and executives on plan design, operational compliance, fiduciary governance, correction programs, reporting and disclosure obligations, and benefits administration issues.
He regularly represents clients before the Internal Revenue Service on benefit plan audits, correction matters, determination letter applications, Affordable Care Act assessments, and other tax-qualified plan issues. He also represents clients before the Department of Labor in connection with fiduciary compliance matters, plan investigations, voluntary correction submissions, and related employee benefits issues.
Matt is admitted to practice in Georgia, Michigan, and before the U.S. District Court for the Eastern District of Michigan. Admission in New York is pending. He is an active member of the Employee Benefits Section of the American Bar Association and serves as Chairman of the Employee Benefits Committee of the State Bar of Georgia. Based in Atlanta, Matt advises executives, management teams, companies, and plan fiduciaries across the United States.
Known for his technical fluency, practical judgment, and business-oriented approach, Matt helps executives, management teams, companies, boards, compensation committees, and plan fiduciaries align compensation and benefits strategy with legal compliance, transaction objectives, executive retention, governance expectations, and long-term organizational goals.
and transactional issues.
Matt represents senior executives and corporate clients in negotiating and structuring executive employment agreements, offer letters, severance arrangements, change-in-control protections, restrictive covenants, retention arrangements, transaction bonuses, equity compensation awards, rollover equity, management incentive plans, and deferred compensation programs. His practice includes individual executive representation, management team representation, and company-side advice on executive compensation design, tax compliance, governance, and regulatory matters.
He also advises management teams and senior leadership groups in private equity transactions, buyouts, recapitalizations, and sale processes. His work includes rollover equity, post-closing employment arrangements, profits interests, stock options, restricted stock, RSUs, phantom equity, transaction bonuses, retention programs, severance protections, and executive restrictive covenants. He helps executives and management teams understand how compensation, equity, tax, employment, and governance terms operate before, during, and after a transaction.
Matt has extensive experience advising buyers, sellers, private equity sponsors, portfolio companies, and management teams on employee benefits and executive compensation issues in mergers, acquisitions, divestitures, and other corporate transactions. He is recognized for his experience with golden parachute and Section 280G planning, including 280G analyses, mitigation strategies, shareholder approval processes, and transaction-related compensation arrangements. He also advises on Internal Revenue Code Section 409A, deferred compensation, severance arrangements, transaction bonuses, retention awards, equity award treatment, benefits transition issues, and employment-related compensation risks arising in corporate transactions.
Matt’s broader employee benefits practice includes the design, implementation, and administration of qualified retirement plans, defined benefit plans, cash balance plans, defined contribution plans, 401(k) plans, 403(b) plans, nonqualified deferred compensation arrangements, Section 457 plans, health and welfare plans, cafeteria plans, wrap plans, HRAs, HSAs, SIMPLE IRAs, employee stock ownership plans, supplemental executive retirement plans, and executive life insurance arrangements and related funding vehicles. He advises employers, plan sponsors, fiduciaries, and executives on plan design, operational compliance, fiduciary governance, correction programs, reporting and disclosure obligations, and benefits administration issues.
He regularly represents clients before the Internal Revenue Service on benefit plan audits, correction matters, determination letter applications, Affordable Care Act assessments, and other tax-qualified plan issues. He also represents clients before the Department of Labor in connection with fiduciary compliance matters, plan investigations, voluntary correction submissions, and related employee benefits issues.
Matt is admitted to practice in Georgia, Michigan, and before the U.S. District Court for the Eastern District of Michigan. Admission in New York is pending. He is an active member of the Employee Benefits Section of the American Bar Association and serves as Chairman of the Employee Benefits Committee of the State Bar of Georgia. Based in Atlanta, Matt advises executives, management teams, companies, and plan fiduciaries across the United States.
Known for his technical fluency, practical judgment, and business-oriented approach, Matt helps executives, management teams, companies, boards, compensation committees, and plan fiduciaries align compensation and benefits strategy with legal compliance, transaction objectives, executive retention, governance expectations, and long-term organizational goals.
Experience
Representative Matters
Executive Compensation & Transactional Advisory
- Experience spans a range of industries, including technology, financial services, energy, and healthcare.
- Represented a management team in a successful private equity-backed buyout, including negotiation of rollover equity, post-closing incentive equity awards, employment agreements, and restrictive covenant arrangements.
- Negotiated executive employment, severance, and change-in-control agreements for C-suite and senior leadership at both private and publicly traded companies.
- Structured and negotiated retention bonus arrangements for executives and management teams in connection with mergers, acquisitions, and corporate separations.
- Advised management teams on equity participation, rollover mechanics, and incentive plan design in connection with recapitalizations and secondary sales by private equity sponsors.
- Represented executives in IPO readiness and public company transition matters, including Section 409A and Section 280G compliance, equity acceleration, and severance planning.
- Drafted and negotiated equity-based incentive compensation programs, including stock option plans, restricted stock plans, phantom equity, and profits interests, tailored to LLC, S-corporation, C-corporation, and public company structures.
- Advised executives and management teams on tax planning strategies for equity awards, including preparation and filing of Code Section 83(b) elections and structuring of restricted stock and profits interests to optimize favorable tax treatment.
- Provided technical guidance on Sections 409A and 280G of the Internal Revenue Code, including preparation of golden parachute calculations, reasonable compensation analyses, and nonqualified deferred compensation documentation and corrections under applicable IRS procedures.
- Conducted executive compensation and benefits diligence for mergers and acquisitions, including review of employment agreements, equity awards, change-in-control protections, and Section 280G exposure.
Employee Benefits & Plan Compliance
- Advised employers on daily operational compliance with ERISA, the Internal Revenue Code, ACA, COBRA, HIPAA, and other federal, state, and local laws affecting employee benefit plans.
- Designed, implemented, and amended qualified and nonqualified retirement plans, including 401(k), 403(b), 457(b), and defined benefit pension plans.
- Counseled on the structure and administration of health and welfare benefit programs, including HRAs, HSAs, cafeteria plans, and wrap documents.
- Provided plan sponsors and fiduciaries with technical guidance on ERISA plan asset regulations and their application in connection with private fund investments and joint ventures.
- Advised on executive life insurance arrangements, supplemental executive retirement plans (SERPs), and other nonqualified funding vehicles.
- Represented clients before the IRS and DOL on compliance matters, including plan audits, ACA employer mandate and reporting assessments, and correction submissions under EPCRS and the DOL’s Voluntary Fiduciary Correction Program (VFCP).
- Counseled employers on multiemployer plan matters under ERISA, including withdrawal liability exposure, controlled group determinations, partial withdrawal triggers, delinquent contributions, and settlement negotiations.
Previous Professional Experience
- Associate in a Detroit, Michigan-based law firm (2017-2019)
- Associate in a national, Michigan-based law firm (2013-2017)
Education
- University of Detroit Mercy School of Law, JD (2013)
- Central Michigan University, MBA, cum laude (2010)
- Central Michigan University, BA, Business Administration (2005)
Admissions
- Georgia
- Michigan
- U.S. District Court for the Eastern District of Michigan
Representative Matters
Executive Compensation & Transactional Advisory
- Experience spans a range of industries, including technology, financial services, energy, and healthcare.
- Represented a management team in a successful private equity-backed buyout, including negotiation of rollover equity, post-closing incentive equity awards, employment agreements, and restrictive covenant arrangements.
- Negotiated executive employment, severance, and change-in-control agreements for C-suite and senior leadership at both private and publicly traded companies.
- Structured and negotiated retention bonus arrangements for executives and management teams in connection with mergers, acquisitions, and corporate separations.
- Advised management teams on equity participation, rollover mechanics, and incentive plan design in connection with recapitalizations and secondary sales by private equity sponsors.
- Represented executives in IPO readiness and public company transition matters, including Section 409A and Section 280G compliance, equity acceleration, and severance planning.
- Drafted and negotiated equity-based incentive compensation programs, including stock option plans, restricted stock plans, phantom equity, and profits interests, tailored to LLC, S-corporation, C-corporation, and public company structures.
- Advised executives and management teams on tax planning strategies for equity awards, including preparation and filing of Code Section 83(b) elections and structuring of restricted stock and profits interests to optimize favorable tax treatment.
- Provided technical guidance on Sections 409A and 280G of the Internal Revenue Code, including preparation of golden parachute calculations, reasonable compensation analyses, and nonqualified deferred compensation documentation and corrections under applicable IRS procedures.
- Conducted executive compensation and benefits diligence for mergers and acquisitions, including review of employment agreements, equity awards, change-in-control protections, and Section 280G exposure.
Employee Benefits & Plan Compliance
- Advised employers on daily operational compliance with ERISA, the Internal Revenue Code, ACA, COBRA, HIPAA, and other federal, state, and local laws affecting employee benefit plans.
- Designed, implemented, and amended qualified and nonqualified retirement plans, including 401(k), 403(b), 457(b), and defined benefit pension plans.
- Counseled on the structure and administration of health and welfare benefit programs, including HRAs, HSAs, cafeteria plans, and wrap documents.
- Provided plan sponsors and fiduciaries with technical guidance on ERISA plan asset regulations and their application in connection with private fund investments and joint ventures.
- Advised on executive life insurance arrangements, supplemental executive retirement plans (SERPs), and other nonqualified funding vehicles.
- Represented clients before the IRS and DOL on compliance matters, including plan audits, ACA employer mandate and reporting assessments, and correction submissions under EPCRS and the DOL’s Voluntary Fiduciary Correction Program (VFCP).
- Counseled employers on multiemployer plan matters under ERISA, including withdrawal liability exposure, controlled group determinations, partial withdrawal triggers, delinquent contributions, and settlement negotiations.
Previous Professional Experience
- Associate in a Detroit, Michigan-based law firm (2017-2019)
- Associate in a national, Michigan-based law firm (2013-2017)
Media
Professional Activities
- Michigan Bar Association
- Employee Benefits Committee
- Oakland County, Michigan Bar Association
- Former Vice-Chairman, Employee Benefits Committee
- Detroit Economic Club
- Association for Corporate Growth
- International Foundation of Employee Benefit Plans
Matthew is a trusted advisor to senior executives, management teams, companies, boards of directors, and compensation committees on executive compensation, executive employment, equity compensation, employee benefits, and strategic transition matters. He works with C-suite executives, emerging growth companies, private equity portfolio companies, founder-led businesses, and publicly traded corporations on complex compensation, benefits, governance,... and transactional issues.
Matt represents senior executives and corporate clients in negotiating and structuring executive employment agreements, offer letters, severance arrangements, change-in-control protections, restrictive covenants, retention arrangements, transaction bonuses, equity compensation awards, rollover equity, management incentive plans, and deferred compensation programs. His practice includes individual executive representation, management team representation, and company-side advice on executive compensation design, tax compliance, governance, and regulatory matters.
He also advises management teams and senior leadership groups in private equity transactions, buyouts, recapitalizations, and sale processes. His work includes rollover equity, post-closing employment arrangements, profits interests, stock options, restricted stock, RSUs, phantom equity, transaction bonuses, retention programs, severance protections, and executive restrictive covenants. He helps executives and management teams understand how compensation, equity, tax, employment, and governance terms operate before, during, and after a transaction.
Matt has extensive experience advising buyers, sellers, private equity sponsors, portfolio companies, and management teams on employee benefits and executive compensation issues in mergers, acquisitions, divestitures, and other corporate transactions. He is recognized for his experience with golden parachute and Section 280G planning, including 280G analyses, mitigation strategies, shareholder approval processes, and transaction-related compensation arrangements. He also advises on Internal Revenue Code Section 409A, deferred compensation, severance arrangements, transaction bonuses, retention awards, equity award treatment, benefits transition issues, and employment-related compensation risks arising in corporate transactions.
Matt’s broader employee benefits practice includes the design, implementation, and administration of qualified retirement plans, defined benefit plans, cash balance plans, defined contribution plans, 401(k) plans, 403(b) plans, nonqualified deferred compensation arrangements, Section 457 plans, health and welfare plans, cafeteria plans, wrap plans, HRAs, HSAs, SIMPLE IRAs, employee stock ownership plans, supplemental executive retirement plans, and executive life insurance arrangements and related funding vehicles. He advises employers, plan sponsors, fiduciaries, and executives on plan design, operational compliance, fiduciary governance, correction programs, reporting and disclosure obligations, and benefits administration issues.
He regularly represents clients before the Internal Revenue Service on benefit plan audits, correction matters, determination letter applications, Affordable Care Act assessments, and other tax-qualified plan issues. He also represents clients before the Department of Labor in connection with fiduciary compliance matters, plan investigations, voluntary correction submissions, and related employee benefits issues.
Matt is admitted to practice in Georgia, Michigan, and before the U.S. District Court for the Eastern District of Michigan. Admission in New York is pending. He is an active member of the Employee Benefits Section of the American Bar Association and serves as Chairman of the Employee Benefits Committee of the State Bar of Georgia. Based in Atlanta, Matt advises executives, management teams, companies, and plan fiduciaries across the United States.
Known for his technical fluency, practical judgment, and business-oriented approach, Matt helps executives, management teams, companies, boards, compensation committees, and plan fiduciaries align compensation and benefits strategy with legal compliance, transaction objectives, executive retention, governance expectations, and long-term organizational goals.
Experience
The following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.Representative Matters
Executive Compensation & Transactional Advisory
- Experience spans a range of industries, including technology, financial services, energy, and healthcare.
- Represented a management team in a successful private equity-backed buyout, including negotiation of rollover equity, post-closing incentive equity awards, employment agreements, and restrictive covenant arrangements.
- Negotiated executive employment, severance, and change-in-control agreements for C-suite and senior leadership at both private and publicly traded companies.
- Structured and negotiated retention bonus arrangements for executives and management teams in connection with mergers, acquisitions, and corporate separations.
- Advised management teams on equity participation, rollover mechanics, and incentive plan design in connection with recapitalizations and secondary sales by private equity sponsors.
- Represented executives in IPO readiness and public company transition matters, including Section 409A and Section 280G compliance, equity acceleration, and severance planning.
- Drafted and negotiated equity-based incentive compensation programs, including stock option plans, restricted stock plans, phantom equity, and profits interests, tailored to LLC, S-corporation, C-corporation, and public company structures.
- Advised executives and management teams on tax planning strategies for equity awards, including preparation and filing of Code Section 83(b) elections and structuring of restricted stock and profits interests to optimize favorable tax treatment.
- Provided technical guidance on Sections 409A and 280G of the Internal Revenue Code, including preparation of golden parachute calculations, reasonable compensation analyses, and nonqualified deferred compensation documentation and corrections under applicable IRS procedures.
- Conducted executive compensation and benefits diligence for mergers and acquisitions, including review of employment agreements, equity awards, change-in-control protections, and Section 280G exposure.
Employee Benefits & Plan Compliance
- Advised employers on daily operational compliance with ERISA, the Internal Revenue Code, ACA, COBRA, HIPAA, and other federal, state, and local laws affecting employee benefit plans.
- Designed, implemented, and amended qualified and nonqualified retirement plans, including 401(k), 403(b), 457(b), and defined benefit pension plans.
- Counseled on the structure and administration of health and welfare benefit programs, including HRAs, HSAs, cafeteria plans, and wrap documents.
- Provided plan sponsors and fiduciaries with technical guidance on ERISA plan asset regulations and their application in connection with private fund investments and joint ventures.
- Advised on executive life insurance arrangements, supplemental executive retirement plans (SERPs), and other nonqualified funding vehicles.
- Represented clients before the IRS and DOL on compliance matters, including plan audits, ACA employer mandate and reporting assessments, and correction submissions under EPCRS and the DOL’s Voluntary Fiduciary Correction Program (VFCP).
- Counseled employers on multiemployer plan matters under ERISA, including withdrawal liability exposure, controlled group determinations, partial withdrawal triggers, delinquent contributions, and settlement negotiations.
Previous Professional Experience
- Associate in a Detroit, Michigan-based law firm (2017-2019)
- Associate in a national, Michigan-based law firm (2013-2017)
Education
- University of Detroit Mercy School of Law, JD (2013)
- Central Michigan University, MBA, cum laude (2010)
- Central Michigan University, BA, Business Administration (2005)
Admissions
- Georgia,
- Michigan,
- U.S. District Court for the Eastern District of Michigan,
Practice Areas
- Michigan Bar Association
- Employee Benefits Committee
- Oakland County, Michigan Bar Association
- Former Vice-Chairman, Employee Benefits Committee
- Detroit Economic Club
- Association for Corporate Growth
- International Foundation of Employee Benefit Plans
Highlights from the Firm’s Insights
