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Matthew R. Zischke
Partner
201 17th Street NW
Suite 1700
Atlanta, GA 30363
Matthew is a trusted advisor to senior executives, management teams, and companies, with extensive experience supporting emerging growth ventures, private equity portfolio companies, and publicly traded corporations through complex executive compensation and employee benefits matters.
Matt represents senior executives, companies, boards of directors, and compensation committees in negotiating employment agreements, structuring equity and incentive compensation, developing...
Matthew is a trusted advisor to senior executives, management teams, and companies, with extensive experience supporting emerging growth ventures, private equity portfolio companies, and publicly traded corporations through complex executive compensation and employee benefits matters.
Matt represents senior executives, companies, boards of directors, and compensation committees in negotiating employment agreements, structuring equity and incentive compensation, developing severance and change in control arrangements, and designing deferred compensation programs. His practice spans both individual executive representation and advising corporate clients and fiduciaries on executive compensation design, governance, and regulatory compliance. He counsels clients through leadership changes, private equity transactions, mergers and acquisitions, and other strategic transitions.
He also advises management teams in private equity transactions, buyouts, and recapitalizations. His practice includes negotiating rollover equity structures, management equity incentive plans, transaction bonuses, and post-closing retention programs—ensuring alignment with market practice and enterprise value creation.
Matt has deep experience advising buyers and sellers on employee benefits and executive compensation risks in M&A and other corporate transactions. He is recognized for his expertise in golden parachute (Section 280G) planning, including conducting 280G analyses, implementing mitigation strategies, and managing shareholder approval processes. He works closely with the firm’s venture capital, lending, and private fund practices to navigate ERISA and Internal Revenue Code considerations, including plan asset implications in private placements and fund formations.
His broader practice includes the design, implementation, and administration of employee benefit plans such as defined benefit and defined contribution plans (e.g., 401(k) and 403(b)), non-qualified deferred compensation programs, 457 plans, and health and welfare offerings. His experience also includes SIMPLE IRAs, employee stock ownership plans (ESOPs), cafeteria plans, wrap documents, HRAs, HSAs, and supplemental executive retirement plans (SERPs), as well as executive life insurance arrangements and related funding vehicles.
He regularly represents clients before the Internal Revenue Service on benefit plan audits and Affordable Care Act assessments, and before the Department of Labor in connection with matters such as the Voluntary Fiduciary Correction Program.
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 Vice-Chair of the Employee Benefits Committee of the Georgia Bar Association.
Known for his technical fluency, practical insight, and business-oriented approach, Matt helps clients align human capital strategies with regulatory compliance, transactional priorities, and long-term organizational goals.
severance and change in control arrangements, and designing deferred compensation programs. His practice spans both individual executive representation and advising corporate clients and fiduciaries on executive compensation design, governance, and regulatory compliance. He counsels clients through leadership changes, private equity transactions, mergers and acquisitions, and other strategic transitions.
He also advises management teams in private equity transactions, buyouts, and recapitalizations. His practice includes negotiating rollover equity structures, management equity incentive plans, transaction bonuses, and post-closing retention programs—ensuring alignment with market practice and enterprise value creation.
Matt has deep experience advising buyers and sellers on employee benefits and executive compensation risks in M&A and other corporate transactions. He is recognized for his expertise in golden parachute (Section 280G) planning, including conducting 280G analyses, implementing mitigation strategies, and managing shareholder approval processes. He works closely with the firm’s venture capital, lending, and private fund practices to navigate ERISA and Internal Revenue Code considerations, including plan asset implications in private placements and fund formations.
His broader practice includes the design, implementation, and administration of employee benefit plans such as defined benefit and defined contribution plans (e.g., 401(k) and 403(b)), non-qualified deferred compensation programs, 457 plans, and health and welfare offerings. His experience also includes SIMPLE IRAs, employee stock ownership plans (ESOPs), cafeteria plans, wrap documents, HRAs, HSAs, and supplemental executive retirement plans (SERPs), as well as executive life insurance arrangements and related funding vehicles.
He regularly represents clients before the Internal Revenue Service on benefit plan audits and Affordable Care Act assessments, and before the Department of Labor in connection with matters such as the Voluntary Fiduciary Correction Program.
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 Vice-Chair of the Employee Benefits Committee of the Georgia Bar Association.
Known for his technical fluency, practical insight, and business-oriented approach, Matt helps clients align human capital strategies with regulatory compliance, transactional priorities, 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, and companies, with extensive experience supporting emerging growth ventures, private equity portfolio companies, and publicly traded corporations through complex executive compensation and employee benefits matters.
Matt represents senior executives, companies, boards of directors, and compensation committees in negotiating employment agreements, structuring equity and incentive compensation, developing... severance and change in control arrangements, and designing deferred compensation programs. His practice spans both individual executive representation and advising corporate clients and fiduciaries on executive compensation design, governance, and regulatory compliance. He counsels clients through leadership changes, private equity transactions, mergers and acquisitions, and other strategic transitions.
He also advises management teams in private equity transactions, buyouts, and recapitalizations. His practice includes negotiating rollover equity structures, management equity incentive plans, transaction bonuses, and post-closing retention programs—ensuring alignment with market practice and enterprise value creation.
Matt has deep experience advising buyers and sellers on employee benefits and executive compensation risks in M&A and other corporate transactions. He is recognized for his expertise in golden parachute (Section 280G) planning, including conducting 280G analyses, implementing mitigation strategies, and managing shareholder approval processes. He works closely with the firm’s venture capital, lending, and private fund practices to navigate ERISA and Internal Revenue Code considerations, including plan asset implications in private placements and fund formations.
His broader practice includes the design, implementation, and administration of employee benefit plans such as defined benefit and defined contribution plans (e.g., 401(k) and 403(b)), non-qualified deferred compensation programs, 457 plans, and health and welfare offerings. His experience also includes SIMPLE IRAs, employee stock ownership plans (ESOPs), cafeteria plans, wrap documents, HRAs, HSAs, and supplemental executive retirement plans (SERPs), as well as executive life insurance arrangements and related funding vehicles.
He regularly represents clients before the Internal Revenue Service on benefit plan audits and Affordable Care Act assessments, and before the Department of Labor in connection with matters such as the Voluntary Fiduciary Correction Program.
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 Vice-Chair of the Employee Benefits Committee of the Georgia Bar Association.
Known for his technical fluency, practical insight, and business-oriented approach, Matt helps clients align human capital strategies with regulatory compliance, transactional priorities, 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
