Steven Day

Practice Areas

Employee Benefits and Executive Compensation

Capital Markets and Public Reporting

Tax Law

Compliance/Regulatory Services

Corporate and Finance

ESOP Formation and Operation

Government Relations and Legislation

Health Care Regulation

Federal Government Relations and Policy

Investment Management

Private Equity

Career

Steve Day is a Partner in the Employee Benefits and Executive Compensation practice group; he advises public, private, governmental and nonprofit clients on tax, securities, ERISA and state law issues related to designing and operating executive compensation arrangements and employee benefit plans.

Steve regularly advises clients on:

- General design and compliance issues for qualified retirement plans, non-qualified deferred compensation arrangements and health plans

- Fiduciary responsibilities for administering benefit plans and investing plan assets

- Employee benefits issues that arise in connection with mergers and acquisitions

- Executive compensation arrangements and related requirements under the securities laws

- Governmental and church retirement and health plans

Steve is an active member of the American Bar Association. He is also a member of the Advisory Board of the American Benefits Council and the National Association of Public Pension Attorneys.

Steve serves as a director of the Cleveland Metropolitan Bar Foundation and is a member of the Cleveland Metropolitan Bar Association. Steve has served as Chair of its Volunteer Lawyers for the Arts Committee, through which he provides pro bono legal services to members of the local arts community and frequently presents to artists and students on legal issues affecting artists. Steve is a regular lecturer at the Cleveland Institute of Art and the Cleveland Institute of Music, where he teaches classes on business and professionalism in the arts and music industry.

Steve is on the Board of Directors of the Swedish American Chamber of Commerce in Ohio.

Professional Memberships

Cleveland Metropolitan Bar Foundation, Board Member

American Bar Association, Member

American Benefits Council, Member

National Association of Public Pension Attorneys, Member

Cleveland Metropolitan Bar Association; Volunteer Lawyers for the Arts Committee Chair; Reach Out Committee for Non-Profits Member

Swedish American Chamber of Commerce in Ohio, Board Member

Expert in these Jurisdictions

Ohio

Experience

Providing ongoing advice to two separate, but related state-run retirement plans regarding benefit plan matters, including concerning the pension and healthcare arrangements these plans maintain. Notable recent projects include (1) Advising the client on reviewing and negotiating a new services agreement with a large pharmacy benefit manager to provide pharmacy benefits to over 200,000 members covered under the retiree health plan; (2) Advising the client with respect to state law requirements for retiree health systems under the state’s new disclosure and transparency laws for health plan providers; (3) Advising the client with respect to a Request for Proposals and subsequent negotiations with third-party administrators for its retiree health plan as well as its pharmacy benefit management agreement.; and (4) Advising the client with respect to administrative and compliance questions related to its retirement pension plan, including questions regarding the application of the annual benefit limits under Section 415 of the Internal Revenue Code.

Regularly advising a national leader in providing administrative services to pooled employer plans (“PEPs”), with respect to establishing and administering such plans and with respect to the merger of traditional 401(k) plans into PEPs.

Regularly advising a hospital client on executive compensation and employee benefits matters. Recently, we advised the with respect to its internal review of employment and deferred compensation arrangements with members of the hospital’s senior executives.

Regularly advising a health insurance company on legal issues that arise in the operation and administration of its employee benefits and executive compensation programs. Recently, Calfee advised the client with respect to separation agreements with executives who will be retiring at the end of 2023 and their entitlements under the company’s long-term and short-term incentive plans, non-qualified deferred compensation plans, and other arrangements. Calfee advised the client on questions arising from integrating benefit plans from companies it has recently acquired, and we are assisting with a multi-state assessment of state-level leave and benefits laws and advising on compliance thereunder.

Regularly advising a large religious organization client with $125+ million in net assets on its day-to-day issues related to operating its various retirement and health plans. We advised the client on transferring employees from one client entity to another, which provides different benefit plans and the amendments necessary to effect the transition. We work with the client and several of its affiliated entities on day-to-day compliance issues for their benefit programs and advise the client on the impact on its group health plan of changes in law and regulations, including in connection with the COVID-19 crisis (and of the recent declaration of the end of the COVID-19 Public Health Emergency), as well as other state and federal laws or mandates.

Advised a global manufacturing company and its Investment Committee on its fiduciary obligations with respect to monitoring and oversight of its employer stock fund, advised the company on its consideration of converting equity awards to cash-settled awards, and assisted with updating forms of various equity awards for the company. Calfee advised the company with respect to the treatment of various executive compensation arrangements through a bankruptcy process, including nonqualified deferred compensation plans and equity compensation awards. We continue to advise the client with respect to its post-bankruptcy compensation and benefits arrangements.

Until early 2022, a national consulting and advisory firm was an S-Corporation wholly owned by an Employee Stock Ownership Plan (ESOP). Calfee advised the client on the formation of its ESOP in 2016 and served as outside counsel to the ESOP and the Board of Directors, the ESOP’s named fiduciary. In 2022, the client terminated its ESOP, underwent a corporate reorganization, and sold a substantial interest to an outside investor. Calfee provided legal counsel on the benefits issues involved in the transaction, including terminating the ESOP, advising the client on seeking shareholder approval of the transaction, negotiating the purchase agreement with the outside advisor and the ESOP’s trustee, and designing and drafting an executive compensation program for key employees after the transaction. We provide day-to-day representation for the client with respect to its executive compensation programs and general employee benefit plans.

Providing broad representation as to employee benefit matters and executive compensation matters to this Fortune 1000 global manufacturing client. Calfee regularly advises the client on M&A activity and its impact on the company’s retirement plans as well as on executive compensation matters. We also regularly advise the client on amending its various pension and 401(k) plans in connection with the acquisition of new companies within the company’s controlled group or the sale of companies from its controlled group. This client, with 15,000+ employees worldwide, sponsors several defined benefit and defined contribution plans for both non-union and union employees. Notable projects during the last year have included providing advice on 401(k) plan and pension plan integration issues resulting from acquisition and divestiture activities.

Advising a publicly traded, global manufacturing company with respect to (i) analysis of the company’s equity incentive plan under proxy voting guidelines from Institutional Shareholder Services; (ii) federal tax withholding requirements of supplemental wages earned under the company’s equity compensation plan.

Serving as sole Employee Benefits counsel and regularly advises this 30,000-employee client with respect to various matters related to its multibillion-dollar 401(k) plan trust and pension plan trust, and executive benefit plans including plan design, plan integrations, plan administration, service provider contracts, investment management and investment advisor agreements and related plan and trust terms. We also advise the client (in its plan sponsor and plan fiduciary roles) with respect to changes in law, including evolving Internal Revenue Service, Department of Labor (DOL), and Securities Exchange Commission (SEC) regulations. The engagements under the plans often require reviewing and negotiating investment advisory and other services agreements with the financial institutions and advising on related plan and trust provisions.

Education