Advises fund clients on all matters relating to executive compensation.
Particular focus on equity and equity-based compensation in partnerships.
Highly experienced advising on compensation and benefits matters in mergers and acquisitions.

Wells represents funds, companies and executives on the structuring and implementation of effective and tax-efficient compensation and benefit plans in compliance with the Employee Retirement Income Security Act (ERISA) and other applicable regulations.

Wells advises fund clients on all matters relating to executive compensation, including designing, drafting, negotiating and implementing nonqualified deferred compensation plans, equity and equity-based incentive compensation arrangements (including compensatory partnership interests), severance, change in control and executive employment agreements and related advice concerning tax. He also counsels clients on compensation and benefits issues arising in the context of mergers and acquisitions and credit facilities.

Wells advises companies on equity plan design and implementation. He is highly experienced in equity compensation in partnerships, including profits interests, and advises on employee benefits matters, including issues arising under ERISA and the Internal Revenue Code.

On behalf of executives and high-net-worth individuals, Wells negotiates employment agreements, advises on health and retirement plans and assists on tax issues related to equity compensation.

Representative Work

Negotiates and drafts executive employment, consulting, severance and change of control agreements.
Advises public and private entities on tax, corporate, employment law and securities law aspects of equity compensation plans.
Consults with plan sponsors on document and operational compliance issues relating to tax-qualified retirement plans and welfare benefit plans, including determination letters, agency correction programs, plan investments, fiduciary conduct and IRS/DOL controversies.
Advises funds on ERISA plan asset, prohibited transaction and common control issues relating to their formation and maintenance.
Represented an executive at a large, publicly-traded corporation in transitioning to a new role as CEO of a publicly- traded social media company, including negotiating new employment and equity agreements.*

Represented the CEO of a publicly-traded corporation in negotiating new employment and equity agreements in a take-private transaction.*
Represented the management team of a pharmaceutical company in negotiating the restructuring of employment and equity arrangements in anticipation of an IPO.*
Represented the board of directors of an employee stock ownership plan (ESOP)-owned company in the sale of the company to a private equity buyer, including by working closely with counsel to the trustee of the ESOP.*
Represented a private equity sponsor in connection with the withdrawal of a portfolio company from a union-sponsored multiemployer plan.*
Represented the CEO and CFO of a private equity-backed company in negotiating transaction-based compensation from the selling fund, and rollover and incentive equity from the acquirer.*
Assisted a lender in assessing risk to a distressed borrower that had suspended payments to union-sponsored multiemployer pension and welfare plans.*

*Matters handled prior to joining Akin Gump.

Education
J.D., Boston University School of Law, 2008

Bar Admissions
California
Massachusetts

Affiliations and Public Service

Member, American Bar Association.
Member, Boston Bar Association.
Former Co-chair, ERISA Subcommittee, Tax Section, Boston Bar Association.
Member, Board, Boston Chapter, National Association of Stock Plan Professionals.
National Center for Employee Ownership.

Speeches and Publications

“The SEC’s New Pay vs. Performance Rule and Other Equity Compensation Issues,” Austin NASPP Chapter Meeting, September 2022.
“Equity Compensation in 2022,” New England Regional NASPP Conference, August 2022.
“Equity Compensation Trends: LTIP Design Under Changing Environments,” E*Trade Directions, May 2020.
“A Proactive Approach to Gender Pay Equity Issues,” National Association of Stock Plan Professionals, Boston, January 2020.
“Practice and Trends in Executive Compensation: The What, the How, and the Way,” Global Equity Organization Americas Regional Conference, California, October 2019.
“Hot Issues in Executive Compensation: Is your company prepared?,” Boston, September 2017.
“CEO Pay Ratio Disclosure Case Studies: What to Expect,” Equilar Executive Compensation Summit, Chicago, June 2017.
“One Size Doesn’t Fit All: Case Studies in CEO Pay Ratio, World at Work 2017 Total Rewards Conference & Exhibition, Washington, D.C., May 2017.
“The Perils of CEO Pay Ratio Disclosure,” Boston, October 2016.
“Hiring and Firing Executives: Equity Compensation Issues” and “Pay Ratio: Exploring Some ‘Other Statistical Methods,’” 6th Annual Regional Conference of Connecticut/Boston Chapters of the National Association of Stock Plan Professionals, Boston, July 2014.
“The New COBRA Subsidy,” Benefits Issues in a Challenging Economy, August 2009.