Jason Rothman

Practice Areas

Employee Benefits and Executive Compensation

Career

As a Partner with Calfee's Employee Benefits and Executive Compensation practice group, Jason Rothman advises publicly traded companies, closely held businesses and nonprofit organizations on all aspects of qualified and nonqualified employee benefit plans, executive compensation plans, health and welfare plans, employment agreements and other related legal and compliance issues.

Jason advises clients on their tax-qualified plans including plan design and adoption, ERISA compliance, day-to-day plan operation, fiduciary compliance, IRS and DOL plan audits and submissions under the Employee Plans Compliance Resolution System (EPCRS), the Voluntary Fiduciary Correction Program, and the Delinquent Filer Voluntary Compliance Program. In addition, he advises employers on their welfare benefit plan compliance issues. This includes counseling employers on the Affordable Care Act, COBRA, HIPAA, ERISA, and wellness plan design.

Jason counsels employers on executive compensation issues, including nonqualified plan design, employment agreements, severance agreements and general compliance issues arising under Internal Revenue Code Section 409A. He assists employers on employee benefits issues that arise in mergers and acquisitions, performing due diligence and drafting proper purchase agreement provisions affecting employee benefits and executive compensation matters.

Jason received his JD from Cleveland State University College of Law and his BSBA from The Ohio State University.

Professional Memberships

American Bar Association, Member

Ohio State Bar Association, Member

Worldwide Employee Benefits Network (WEB), Member

Greater Cleveland Sports Commission, Associate Board Member

Leadership Lorain County, Class of 2007

Publications

Published Works:

Winter 2024, Journal of Taxation and Investments, "IRS Issues First Big Grab Bag of Guidance on SECURE 2.0 Act"

May 20, 2021, Benefits Pro, "American Rescue Plan Act: Employee Benefits Changes You Should Know"

April 8, 2020, Today's General Counsel, "Unpaid Leaves and Furloughs During the Pandemic"

October 4, 2018, Employee Benefit Advisor, "Severance Plans, Part 2: How Savvy Employers Prevent COBRA Issues"

October 3, 2018, Employee Benefit Advisor, "Severance Plans, Part 1: How Savvy Employers Can Stay ERISA Compliant"

May 30, 2018, Employee Benefit Advisor, "IRS Unveils 2019 HSA and HDHP Limits for Contributions"

Mentioned and Quoted:

April 3, 2020, Taxnotes, "Coronavirus Could Trigger Exception to Deferred Comp Rules"

March 2, 2020, Law360, "High Court ACA Case Could Devastate Employee Health Plans"

May 31, 2019, Law360, "Ogletree Brings Back Employee Benefits Pro"

Presentations:

Lorman Education Services Webinar, "Employee Benefits: Changes of Status Checklist," February 12, 2025

Strafford Webinar, "Secure 2.0 and Pension-Linked Emergency Savings Accounts: New DOL and IRS Guidance, Fees, Limitations, and Reporting," August 27, 2024

BenefitsPRO Broker Expo, "Don't Let Compliance Be Your Downfall," Denver, CO, April 30, 2024

Worldwide Employee Benefits Network (WEB), Northeast Ohio Chapter, Annual Legal and Regulatory Update, "Retirement Plan Developments," Cleveland, March 14, 2024

Strafford Webinar, "Retirement Plan Distributions Under SECURE 2.0: New Penalty-Free Options, Hardship Distributions, Documentation," September 28, 2023

Employers Council on Flexible Compensation (ECFC) 2023 Symposium, "Fix My Flexible Benefits?" Nashville, TN, August 2, 2023

HR Collaborative Conference Presentation, "Employee Benefits – Not Top 10," Cincinnati, April 26, 2023

Lorman Education Services Webinar, "Assisting Your Employees in Meeting Their Retirement Goals," August 9, 2022

Employers Council on Flexible Compensation (ECFC) 2022 Symposium, "How Flexible Are Your Benefits?" Orlando, FL, August 4, 2022

Worldwide Employee Benefits Network (WEB), Northeast Ohio Chapter, Annual Legal and Regulatory Update, “Health & Welfare Plan Developments," Webinar, March 10, 2022

BenefitsPRO Broker Expo, "BidenCare and COVID-19 – Welfare Plan Change for 2021 and Beyond," San Diego, August 17, 2021

Ogletree Deakins Podcast, "Breaking Down Benefits: Is Your Wellness Plan Healthy?" August 5, 2021

Workplace Strategies Virtual Seminar, "Employee Benefits in the Time of COVID," June 25, 2021

Ogletree Deakins Podcast, "Breaking Down Benefits: ERISA Plan Documents and Summary Plan Descriptions," April 5, 2021

Employee Benefits Symposium, "Vaccine Incentives: Legal and Practical Issues for Employers," February 19, 2021

Ogletree Deakins Webinar, "COVID-19 Update for Employers: Employee Benefits and Compensation Issues," March 25, 2020

Ogletree Deakins Webinar, "COVID-19 Update for Employers: Employee Benefits and Compensation Issues," March 23, 2020

Ogletree Deakins Webinar, "Sizing Up the SECURE Act," February 19, 2020

Worldwide Employee Benefits Network (WEB), Northeast Ohio Chapter & Cleveland SHRM Joint Program, "Getting Your Employee Benefits House in Order – Qualified Benefit Plans," Cleveland, November 14, 2019

Employers Council on Flexible Compensation 2019 Symposium, "Modernizing Leave and Its Compliance Issues," Cincinnati, August 7, 2019

BenefitsPRO Broker Expo, "Employee Benefits Not Top 10," Miami, April 3, 2019

Employers Council on Flexible Compensation 2018 Symposium, "First Aid for Benefit Plans," San Diego, August 8, 2018

Ohio State Bar Association Webcast, "ERISA Fiduciary Overview," May 23, 2018

Ohio State Bar Association Webcast, "Tax Reform's Impact on Employee Benefit Programs," March 1, 2018

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 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.

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.

Representing the holding company of a global packaging provider with respect to the termination of the ESOP and other benefit plans, including in the UK and Europe. We counseled the client with respect to a pass-through vote on the sale by ESOP participants, and we also provided counsel with respect to the termination of the company’s retiree welfare programs, foreign subsidiaries’ employee ownership arrangements, a UK pension plan, and other executive and deferred compensation arrangements. In addition, the holding company became the sponsor of the ESOP in the transaction, and we continue to represent the client with respect to the termination of that plan, as well as other post-closing benefit aspects of the transaction, including those involving the UK pension plan and deferred compensation arrangements and related purchase price adjustments, and the benefits aspects of the winddown and dissolution of the holding company.

Education