Stephanie Schroepfer
Partner
Norton Rose Fulbright US LLP
Related services and key industries
Biography
Partner Stephanie Schroepfer has over 30 years of experience working exclusively in employee benefits and executive compensation matters
Qualified Retirement Plans
Stephanie regularly advises plan sponsors concerning large, complex qualified retirement plans with multiple benefit structures. Stephanie provides assistance concerning the design, crafting, documentation, establishment and ongoing compliance of tax qualified retirement plans of all forms, including hybrid defined pension plans, traditional final average pay pension plans, and defined contribution plans of all forms, including qualified cash or deferred arrangements. Stephanie partners with plan sponsors and their actuaries and other professional advisors concerning design, crafting, documentation and ongoing compliance matters relating to retirement plans. She has extensive experience dealing with complex discrimination testing issues.
Executive Incentive Compensation and Nonqualified Deferred Compensation
Stephanie regularly advises companies and compensation committees concerning all forms of equity-based and cash-based short-term and long-term incentive compensation and nonqualified deferred compensation. Taking into account federal tax issues under sections 409A and 280G of the Internal Revenue Code, accounting and institutional stockholder considerations, she regularly designs, crafts and documents long-term short-term incentive plans and award agreements. Stephanie works closely with sponsors' independent compensation consultants concerning executive compensation design matters. She regularly advises companies concerning securities law reporting matters, and helps craft compensation and discussion analysis provisions of proxy statements. She advises companies concerning Dodd-Frank claw-back policies.
Health and Welfare Plans
Stephanie regularly works with plan sponsors concerning the design, documentation, implementation and maintenance of welfare benefit programs of all forms. She regularly advises companies concerning compliance obligations under the Employee Retirement Income Security Act ("ERISA"), the Internal Revenue Code, the Health Insurance Portability and Accountability Act and the Affordable Care Act with respect to their welfare programs.
Employee Benefits in Corporate Transactions
Stephanie has significant experience handling employee benefits, executive compensation and ERISA issues in complex transactions involving M&A transactions, leasings, spin-offs, and joint ventures. She regularly works on cross-border transactions with international offices of Norton Rose Fulbright. Stephanie regularly represents both buyers and sellers concerning the employee benefits and executive compensation issues (including in transactions valued in several billions of dollars) in corporate M&A transactions. Following the consummation of M&A transactions, she regularly assists buyers in integrating new employee benefit plans into the buyers' controlled groups.
Dispute and Compliance Resolution
Stephanie regularly represents companies before the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation concerning ERISA fiduciary, tax compliance resolution, plan termination, funding and ERISA reporting matters concerning all forms of employee benefit programs. She regularly advises clients concerning corrections of retirement plan operational defects under Internal Revenue Service compliance programs.
ERISA Fiduciary Compliance
Stephanie regularly advises plan sponsors and their benefits committees and boards of directors concerning ERISA fiduciary obligations and risk mitigation in connection with benefit plan matters.
Professional experience
Collapse allJD, The University of Texas, 1986
BA, Rice University, 1982
Stephanie is admitted to practice in Texas and before the Fifth Circuit Court of Appeals.
- Texas State Bar
· Representing publicly traded U.S. multinational energy company in connection with employee benefits aspects of global joint venture
· Representing publicly traded French multinational company in connection with employee benefits aspects of U.S acquisitions and dispositions
· Representing joint venture company in connection with sale of 100% of interests in the joint venture to Saudi Arabian multinational company
· Representing publicly traded Spanish multinational company in connection with integration of U.S. and Canadian employee benefit programs following purchase of publicly traded company
· Counseling multiple companies on day-to-day basis concerning operation and compliance issues relating to employee benefits and executive compensation
· Drafting for multiple companies a myriad of employee benefits, executive compensation and nonqualified deferred compensation plans and summary plan descriptions, including tax-qualified pension plans (final average pay and hybrid pension formulas), qualified section 401(k) plans, welfare benefit plans (including wrap documents, group health plans, severance plans) , flexible benefit and cafeteria plans, fringe benefit plans, nonqualified deferred compensation plans (including supplemental retirement arrangements and arrangements subject to Section 409A), executive incentive compensation programs (including long-term incentive compensation plans and awards for corporations, limited liability companies and partnerships), short-term incentive compensation plans and awards, stay agreements, change in control agreements)
· Counseling and legal documentation in connection with legal aspects of merging, freezing and terminating defined benefit plans
· Counseling and legal documentation in connection with spinning off defined benefit plan assets outside sponsors' controlled groups
· Counseling boards of directors and employee benefit plan administrative and investment committees concerning ERISA fiduciary liability risk mitigation best practices
· Counseling companies concerning the impact of Department of Labor fiduciary regulations and Best Interest Contract ERISA prohibited transaction class exemption on their benefit plan service arrangements
· Counseling companies regarding and negotiating pension plan investment management agreements
· Conversions of retiree medical defined benefit programs to defined contribution structures
· Counseling concerning collectively bargained employee benefits, including multiemployer plans
· Counseling regarding group health plan large claim risk mitigation
· Counseling regarding Affordable Care Act compliance (including pay or play risk mitigation issues and restructuring of expatriate group health plans in view of the Expatriate Health Coverage Clarification Act)
· Counseling companies in connection with compliance with Section 409A
· Representing multinational company in connection with successful resolution of Internal Revenue Service audit concerning hybrid (cash balance) pension plan with market-based return interest crediting formula
· Representing multinational company in connection with successful resolution of multiple plaintiff (seeking class certification) litigation concerning the company's removal of company stock fund from its Section 401(k) plan
· Counseling companies in connection with plant closings and reductions in force concerning Worker Adjustment and Retraining Notification Act (a/k/a WARN Act) obligations
· Counseling companies regarding risk mitigation in connection with Coal Industry Retiree Health Benefits Act liabilities
· Representing companies concerning the design and implementation of defined benefit pension plan de-risking strategies, including lump sum cash-out windows and annuitizing certain accrued liabilities in ongoing plans
· Representing companies concerning executive compensation claw-back policies
· Representing multinational companies concerning qualified retirement plan discrimination testing strategies, including cross-testing and plan aggregation and harmonization of benefits rights and features
· With the assistance of Norton Rose Fulbright international offices, counseling companies regarding the foreign tax consequences of various compensatory awards
· Representing companies concerning executive separations and executive hires
· Representing multiple companies in connection with employee benefits aspects of purchase and sale transactions in the mining, power and energy sectors
· Representing companies concerning temporary compensation and benefits reductions and temporary cessations
· Representing publicly traded company in connection with employee benefits aspects of corporate pre-bankruptcy planning
· Chambers USA Tier One in the field of employee benefits and executive compensation for Houston & Surrounds, 2019 – 2024
· The Best Lawyers in America - Employee Benefits, Best Lawyers, 2001– 2024
· Law Dragon 500 Leading Corporate Employment Lawyers in the area of executive compensation and benefits, 2022
· Fellow of the American College of Tax Counsel
· Fellow of the American College of Employee Benefits Counsel
· Texas Women Lawyers, Best Lawyers, 2014
· Who's Who Legal, Texas employee benefits, Law Business Research, 2007
· Texas Super Lawyer, Employee Benefits, Thomson Reuters, 2003 – 2004, 2014 – 2017
· Life Fellow, American Bar Foundation
· "The Clash Between Section 954 of Dodd-Frank Claw-Back Statute and Section 162(m) of the Internal Revenue Code May Cause Redesigns of Compensation Programs," 2014 Report of the American Bar Association Section of Real Property, Trust and Estate Law
· Comment letter to Department of Treasury on behalf of the Section of Taxation of the State Bar of Texas concerning Internal Revenue Service Notice 2014-5 discrimination testing standards applicable to softly frozen defined benefit pension plans
· "New Risks Posed by the Dodd-Frank Act," Recent Changes in Employee Benefits and Executive Compensation, 2012 edition, Thomson Reuters
· Comment letter to Department of Treasury on behalf of the Section of Taxation of the State Bar of Texas concerning proposed changes to definition of governmental plan under Section 414(d), January 31, 2012
· "FBAR Reporting for Pension and Welfare Benefit Plans," Fulbright & Jaworski L.L.P. Briefing, May 2011
· "Section 409A Revisited: Severance Plans and Other Deferred Compensation Programs With Release Agreement Conditions May Need to Be 'Fixed'," Fulbright & Jaworski L.L.P. Alert, April 21, 2011
· Comment letter to Department of Treasury on behalf of the Section of Taxation of the State Bar of Texas concerning Section 409A Final Regulations, December 1, 2008
· "$700 Billion Dollar Bailout Bill Triggers Tax On Certain Deferred Compensation," Fulbright & Jaworski L.L.P. Briefing, October 23, 2008
· "Section 409A Final Regs and What They Mean," Fulbright ALERT, July 31, 2008
· Comment letter to Department of Treasury on behalf of the Section of Taxation of the State Bar of Texas concerning Conflict between Section 401(a)(9) (required minimum distribution) Regulations and Section 411(d)(6) (anti-cutback) Regulations, June 10, 2008
· "Executive Compensation Deduction – New IRS Ruling," Fulbright & Jaworski L.L.P. Briefing, February 25, 2008
· "Section 409A: Final Regs and What They Mean," for the Taxation Section of the State Bar of Texas, August 30, 2007
· "Section 409A Documentary Compliance Deadline Looms," Fulbright & Jaworski L.L.P. Alert, July 31, 2007
· "Section 409A Final Regs and What They Mean," Fulbright & Jaworski L.L.P. Alert, July 31, 2007
· Comment letter to Department of Treasury on behalf of the Section of Taxation of the State Bar of Texas concerning Proposed Section 409A Regulations, December 30, 2005
· "New Deferred Compensation Rules: Proposed Regulations (the other shoe drops)," December 14, 2005
· "FASB Mandates Stock Option Expensing," Fulbright ALERT, December 15, 2004
· State Bar of Texas Annual Meeting 2018 Tax Section Report of the Chair, June 22, 2018 (Houston, Texas)
· "Correcting Section 409A Defects", RPTE-American Bar Association teleconference with Doreen Lilienfield, Shearman & Sterling, June, 2015.
· "Extending Equity Incentives to International Employees", Technology industry presentation with William J. Dunn, Head of Executive Compensation (United States), PricewaterhouseCoopers, June 3, 2014 (Menlo Park, California).
· "Impact of Dodd-Frank § 954 Claw-Back on Designs of Compensation Programs and "Potential Pitfalls of Section 162(m) 'Plan-Within-a-Plan' Design Strategies", RPTE-American Bar Association teleconference with Doreen Lilienfield, Shearman & Sterling, David P. Simonetti, Thompson Reuters and Stephen F. Herbes, 1199SEIU National Benefit and Pension Funds, March 21, 2014.
· "How and When to Allocate Plan Assets Resulting From Unusual Situations Such as Excess Revenue Sharing Rebates, Forfeitures and Unexpected Assets", Southwest Benefits Association SWBA/IRS 24th Annual Employee Benefits Plan Conference for Practitioners and Plan Sponsors, Donald J. Keiffer, Internal Revenue Service and Heath A. Miller, Sheperd Kaplan, LLC, November 7, 2013 (Dallas, Texas).
· "Pension Funding Considerations in Cross-Border Financing Transactions" Seminar with Lesley Browning (UK) and Martin Rochette (Canada) and David Lemieux (Canada) of Norton Rose Fulbright, June 11, 2013 (Montréal, Quebec, Canada).
· Oral testimony in United States Department of the Treasury Internal Revenue Service Public Hearing on Proposed Regulations
· "Determination of Government Plan Status" with Henry Talavera on behalf of the Texas Bar Association Tax Section, July 9, 2012 (Washington, D.C.).
· "Fee Disclosure Update – New Guidance and Case Law Update", Gulf States TEGE Council, with panelists Ross Carmichael, Department of Labor and Jean Martone, Portfolio Evaluations, Inc., June 22, 2012 (Dallas, Texas).
· Testimony at public hearing before the United States Department of Treasury and Internal Revenue Service on proposed Section 414(d) regulations concerning governmental plan status, Washington, D.C., July 9, 2012
· "Fee Disclosure Issues-Best Practices and Aftermath of the New Regulations", Gulf States TEGE Council, Dallas, Texas, June 22, 2012
· "Section 409A Final Regs and What They Mean," 25th Annual Advanced Tax Law Course Cosponsored by the Taxation Section of the State Bar of Texas, Houston, Texas, August 30, 2007
· Testimony at public hearing before the United States Department of Treasury and Internal Revenue Service concerning proposed Section 409A regulations, Washington, D.C., January 25, 2006
· "New Deferred Compensation Rules: Proposed Regulations (the other shoe drops)," Fulbright & Jaworski L.L.P. teleconference, November 2, 2005
· "New Deferred Compensation Rules: Review of Just Issued IRS Guidance," Fulbright & Jaworski L.L.P. teleconference, December 22, 2004
· American Bar Association-Tax Section
- Member of the Employee Benefits Committee
· American Bar Association-Section of Real Property, Trust and Estates
- Chair of the Nonqualified Deferred Compensation Committee (2014 – 2015)
· State Bar of Texas - Tax Section
- Immediate Past Chair of the Tax Section (2018 – 2023)
- Chair of Tax Section (2017 – 2018)
- Member of Council (2007 – 2018)
- Chair Elect (2016-2017)
- Secretary (2015-2016)
- Treasurer (2014-2015)
- Chair of Committee on Governmental Submissions (2010 – 2014)
- Chair of Employee Benefits Committee (2006 – 2007)
· Houston Bar Association
· Gulf Coast Area TE/GE Council (2012 – 2024)
· Southwest Benefits Association
· National Association of Stock Plan Professionals
· Lone Star Pension Council
- Served as Founding Director
· United Way of the Texas Gulf Coast Women's Initiative, Alex de Tocqueville Society
· American Bar Foundation, Life Fellow
· Houston Bar Foundation, Life Fellow
· Member, L'Alliance Française de Houston